Proposed By-law Amendment – Director Term Lengths

At the 2026 Annual General Meeting (AGM), members will be asked to consider a proposed amendment to By-law clause 4.01(b).

This item is listed as Special Business and will be voted on as a Special Resolution.

What is being proposed?

Current wording

“Unless otherwise specified by an Authority rule, or unless elected to fill an Early Vacancy, directors shall be elected for terms of three years.”

Proposed amendment

“Unless otherwise specified by an Authority rule, or unless elected to fill an Early Vacancy, directors shall be elected for terms of up to three years.”

What does this change mean?

The proposed amendment allows director terms to be up to three years, rather than fixed at exactly three years.

This means the Board would have the ability to assign:

• one-year terms
• two-year terms, or
• three-year terms

This flexibility would only apply where appropriate and would not remove the option of three-year terms.

Why is this change being proposed?

The change is intended to support:

• orderly board renewal
• effective succession planning
• continuity of skills and experience on the Board

Staggered term lengths can help avoid multiple directors rotating off the Board at the same time and support a more stable transition of governance responsibilities.

Does this change reduce member rights?

No. Directors will continue to be elected by members at general meetings.
The proposal only changes the maximum term wording, not the requirement for member elections.

Voting requirement

Because this is a Special Resolution, it must be approved by at least 75% of the votes cast by members who are present and entitled to vote at the AGM (in person or online).

If the resolution does not receive the required 75% support, the by-law will remain unchanged.

Members are encouraged to ask questions before or during the AGM.