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Central Office
Stirling House
82-86 Stirling Street
Airdrie
ML6 0AS
01236 748011
South Office
84 Main Street
Wishaw
ML2 7AB
01698 358866
Central Office
Stirling House
82-86 Stirling Street
Airdrie
ML6 0AS
01236 748011
South Office
84 Main Street
Wishaw
ML2 7AB
01698 358866
21 April 2011
Nominations are now open for directors of the board of Voluntary North Lanarkshire.
In order to become a director on the board of VANL, an individual must first be nominated by a member organisation.
Please read the information below, extracted from VANL's memorandum and articles of association, on the policies and procedures around appointment and retirement of directors. If you would like to nominate an individual for the board on behalf of your organisation, you can download the nomination form at the bottom of the page.
Retiral of Directors
46. There shall be no retirement of Directors by rotation.
Appointment of Directors
47. Subject to the maximum number of the Appointed Directors that may be appointed by the Board in terms of Article 42 not being exceeded, the Board may at any time appoint any person to be an Appointed Director provided that person is willing to be a Director. Any appointed Director shall serve until the next Annual General Meeting. An appointed Director is eligible for subsequent appointment as an elected Director under the provisions of articles 48 to 53.
Election of Directors
48. The Elected Directors shall be elected from the nominees of the members. If, at the annual general meeting the number of persons standing for election is equal to the number of Elected Directors to be elected, the chairperson will declare them elected without a vote. If there are more members standing for election than there are vacant places, then an election by ballot at the annual general meeting shall proceed. Each member represented at an annual general meeting will have one vote for each place to be filled.
Persons eligible to become Directors
49. No person shall be appointed or re-appointed as a Director at any general meeting unless:
(a) he is recommended by the Board; or
(b) not less than seven clear days before the date appointed for the meeting, notice executed by a member has been given to the Company of the intention to propose that person for appointment or re-appointment together with notice executed by that person of his willingness to be appointed or re-appointed. Each member (qualifying under section 2.1) shall be able to nominate no more than one person to be appointed/reappointed as an Elected Director at any one time.
Notice to propose appointment of Director
50. Should the number of nominations exceed the number of vacancies, not less than five days before the date appointed for holding a general meeting notice shall be given to those persons entitled to receive notice of the meeting of any person who is recommended by the Board for appointment or re-appointment as a Director at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment or re-appointment as a Director.
Power of Board to appoint Directors to fill vacancies
51. In the event that an Elected Director resigns, is disqualified or removed in terms of Article 54, or is otherwise unable to continue as a Director, the Board may appoint any nominee who is willing to act to be a Director, to fill such a vacancy. The Board may appoint at any time any nominee who is willing to be a Director to fill a vacancy within the complement of the Elected Directors provided that such appointment does not cause the number of Elected Directors to exceed the maximum number of Elected Directors as specified in Article 42. A Director appointed in terms of this Article 51 shall hold office only until the next following annual general meeting at which time he/she shall retire. If not re-appointed at such annual general meeting, he/she shall vacate office at the conclusion thereof.
Director retiring may appoint himself for re-election
52. Subject as aforesaid, a Director who retires at an annual general meeting may, if willing to act, be re-appointed. If he/she is not re-appointed, he/she shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
Elected Directors’ period of service
53. Any Elected Director elected in terms of Article 48 shall serve on the Board from the date of the annual general meeting at which the Director has been elected until the conclusion of the following annual general meeting. At the conclusion of each annual general meeting, all Directors shall vacate office but shall be eligible for re-election under the terms of articles 48 to 50.
Automatic disqualification and removal of Directors
54. A Director shall vacate office and/or shall not be eligible to become a Director if that person:
(a) ceases to be a Director by virtue of any provision of the Statutes or he/she becomes prohibited by law from being a Director; or
(b) becomes bankrupt or apparently insolvent or absolutely insolvent or makes any arrangement or composition with his/her creditors generally; or
(c) is, or may be, of unsound mind and either:
(i) is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health (Care and Treatment) (Scotland) Act 2003 or, in England, an application for admission for treatment under the Mental Health Act 1983,
or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs; or
(d) resigns his/her office by notice to the Company; or
(e) becomes incapable by reason of injury or illness of fulfilling the duties of his/her office and such incapacity is expected to continue for a period of more than six months; or
(f) is absent (without permission of the Board) from more than three successive meetings of the Board and the Board resolves to remove him/her from office; or
(g) is required to resign from office pursuant to a written notice signed by a majority of the Directors excluding the Director in question; or
(h) has been convicted of a criminal offence involving dishonesty or he is removed by the court under the provisions of the Charity & Trustees Investment (Scotland) Act 2005 or he/she is otherwise prohibited by law from being involved in the management or control of any charity; or
(i) becomes an employee of the Company or he/she has been an employee in the last three years; or
(j) where the Director was nominated for election to the Board by a member and that nomination is subsequently withdrawn by notice in writing to the Secretary.
(k) he/she ceases to be a member of the company;
If your organisation holds membership of VANL and you would like to nominate an individual for the board, please download and complete the nomination form by clicking on the link below.
Find out more about Voluntary Action North Lanarkshire.
Find out more about the benefits of taking out membership of VANL.