Constitution Changes

Ballance needs to ensure it can secure both appointed and elected directors with the highest level of experience and knowledge to contribute.

The changes recommended to the constitution will provide access to a wider range of skilled candidates, and give the board the option to remove the ward structure and elect directors on a national basis in future in line with the direction many other co-operatives have already taken.

The board has decided to recommend to shareholders that changes to the constitution of the company be adopted. The special resolution proposed is that the existing constitution of the company be replaced with a new constitution, which incorporates the relevant changes.


View the marked up version of the current constitution

View the full version of amended constitution


Feedback

If you have any feedback or would like to talk about these changes contact

directors@ballance.co.nz


Summary of changes

A summary of the significant differences between the existing constitution and the proposed new constitution is set out below.

a)    The wards for the appointment of directors are amended. Under the existing constitution there are three wards, each with two ward directors. Under the new constitution, there will be two wards, the North Island ward (with four ward directors) and the South Island ward (with two ward directors).

b)    The new constitution gives the board the power to amend the number of directors in respect of a ward to ensure that director representation is proportionate with the number of shareholders in each ward.

c)    The new constitution provides the board with the option to fill a casual vacancy of a ward director by conducting a postal ballot of the shareholders in the ward where the vacancy arises rather than calling a meeting.

d)    Under the new constitution, if the board determines that the ward system is no longer appropriate, the board may by unanimous resolution resolve that the provisions relating to the appointment and removal of ward directors will no longer apply and that the provisions set out in the schedule to the new constitution will apply. The provisions set out in the schedule are broadly similar to the current provisions except that they allow for six directors (or such other number decided by the board) to be appointed by ordinary resolution (which all shareholders would be entitled to vote on), rather than having separate wards.

e)    The provisions relating to the nomination of directors in the new constitution will not apply to directors who are due to retire by rotation at the upcoming annual meeting, Such directors will be automatically nominated for re-election unless the relevant director notifies the company that he or she does not wish to stand for re-election.

f)     The new constitution provides that the voting papers sent to shareholders in respect of the election of directors will specify the address that the voting papers are to be returned to. Under the existing constitution, the voting papers are required to be returned to the registered office of the company.

g)    The provisions relating to the “transition period” which were included in the amendments to the constitution in September 2011 (when the number of ward directors was reduced to six) are deleted in the new constitution on the basis that the transition period has expired and these provisions are no longer relevant.

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