Amendment to Article 11 (Board Composition)

Replace Article 11 with the following:

11. The Board shall comprise:

(a) up to 2 individual persons who are elected as directors from among the Individual Members in terms of Article 13 (“the Individual Trustees”);

(b) up to 2 individual persons who are elected as directors from among the Small Business & Organisation Members in terms of Article 14 (“the Small Business & Organisation Trustees”);

(c) up to 2 individual persons who are elected as directors from among the Medium Business & Organisation Members in terms of Article 15 (“the Medium Business & Organisation Trustees”);

(d) up to 2 individual persons who are elected as directors from among the Large Business & Organisation Members in terms of Article 16 (“the Large Business & Organisation Trustees”);

(e) up to 4 individual persons elected from among the unelected candidates in accordance with Article 16A (“the Open Trustees”); and

(f) up to 3 individual persons co-opted by the Board in terms of Article 17 (“the Co-opted Trustees”).

Amendments to Articles 13 –16 (trustee limits and voting eligibility)

In Articles 13(a), 14(a), 15(a) and 16(a), replace each instance of:

“The [Membership Category] shall be entitled to elect up to 3 [Category] Trustees from among their number.”

with:

“The Members shall be entitled to elect up to 2 [Category] Trustees from among the [Category Members].”

In Articles 13(h), 14(h), 15(h), and 16(h), replace each instance of:

“Election of any [Category] Trustee shall be by vote of the [Category] Members only, either at the AGM or by postal ballot, each [Category] Member having one vote for each vacancy in the [Category] Trustees on the Board.”

with:

“Election of any [Category] Trustee shall be by vote of all Members eligible to vote at general meetings, regardless of membership category. Each Member shall have one vote for each vacancy in the [Category] Trustees on the Board.”

Insert New Articles 16A (Open Trustees and  Transitional Arrangements)

16A. Open Trustees and Transitional Arrangements

(a) All candidates shall stand for election within their own membership category.

(b) In accordance with paragraph (e) of articles 13 to 16 (inclusive),  the candidate(s) with the highest number of votes, in each category of director (for which there is a vacancy),  shall be elected to the relevant category on the Board.

(c) Where, in any given year, there are any unelected candidates (across all categories), the candidate(s) with the highest number of votes overall shall be elected as Open Trustees (subject to a maximum of four such elections). Additional membership category votes (as vested by Article 85) shall not apply when electing Open Trustees. Each vote cast shall count for one singular vote.  This paragraph ‘(c)’ shall apply with the exception of the 2025 election, where Open Trustees shall be determined according to the transitional arrangement set out in paragraph (e) below.

(d) In the event of a tie for the final open seat(s), the result shall be determined by the drawing of lots.

(e) In relation to the 2025 AGM only, the four Open Trustee seats shall be filled by the unelected candidates across all categories who receive the highest percentage of votes cast within their own category. This transitional approach shall apply to the 2025 election only, after which all members will be entitled to vote for all trustee positions as described in Articles 13–16.