Ifac SGM Notice September 2026

Amendment of Rule 29 – Election of Board

THAT the text of existing Rule 29 be deleted in its entirety, such text being as follows:

a) “From the date of registration of these Rules until 31 December 2026, the Board of Directors shall consist of not more than twenty two persons who shall be appointed as follows:-

i) Twelve members of the Board shall be elected by the ’A’ Shareholders of the Society in the manner prescribed in paragraph c) of this Rule.

ii) Up to six members shall be co-opted by the members elected in the manner aforesaid in this Rule. The persons so co-opted shall be individuals with particular skill sets which in the opinion of the elected members may be of value to the Society and/or representatives of organisations which in the opinion of the elected members shall accept the objects of the Society and are not in conflict with the interests of the Society and shall hold office for 2 years from 1 January in the year of their respective co-options.

iii) In 2023 the elected members of the Board may co-opt one additional Member to the Board to serve one term of office of three years. The Member co-opted shall not be eligible for re-election at the end of his/her term.

b) From 1 January 2027, The Board of Directors shall consist of not more than twelve persons who shall be appointed as follows:-

i) Seven members of the Board shall be elected by the ’A’ Shareholders of the Society in the manner prescribed in paragraph c) of this Rule.

Up to five members shall be co-opted by the members elected in the manner aforesaid in this Rule. The persons so co-opted shall be individuals with particular skill sets which in the opinion of the elected members may be of value to the Society and/or representatives of organisations which in the opinion of the elected members shall accept the objects of the Society and are not in conflict with the interests of the Society

ii) and shall hold office for 2 years from 1 January in the year of their respective co-options.

c) The elected members of the Board referred to in paragraphs a) i) and b) i) above shall be elected by the members of the Society in the following manner. For the purpose of election, the members of the Society shall be divided into the following Electoral Groups:

· Munster;

· Leinster; and

· Connacht/Ulster.

Each such Electoral Group shall elect, from amongst its members, such number of persons to the Board, not exceeding the relevant maximums for elected directors set out in paragraphs a) i) and b i) of this Rule, as the Board shall determine from time to time.

With the exception of any vacancies occurring in 2023 and 2025, vacancies on the Board of Directors in respect of the elected members of the Board provided for in this paragraph may be filled at the discretion of the Board either at electoral group meetings or by a postal vote of members entitled to vote or by phone text or such other electronic means as the members in general meeting may approve. The procedure for nominating candidates to stand for election and where it is decided to hold a postal vote, the procedure for conducting such a vote, shall be determined by the Board from time to time.

d) Where elections are held at electoral group meetings as provided for in paragraph (b) above the notice of meetings of electoral groups shall be sent to the members of such groups at least fourteen days before the date of the meeting of the electoral group. The Chair of the Society shall preside at meetings of electoral groups, but if he/she is unable to do so, the Board Member elected from that electoral group shall preside at meetings of that electoral group and if he/she is unable to do so each electoral group meeting shall appoint its own Chair.

e) As and from the year 2027 and each year thereafter, the following provisions shall apply:

i) One-quarter of the elected members of the Board, or as close thereto, shall retire each year. Retiring elected Board members shall be eligible for re-election without nomination subject to the provisions of sub-paragraphs ii) and iii) of this paragraph e).

ii) Retiring elected Board members who have served 2 consecutive terms (of four years) or more as an elected Board member immediately prior to their retirement shall be ineligible for re-election and shall not be permitted to contest one of the elected Board member seats until the next election taking place in their electoral group after their retirement.

iii) For Board members in office on the registration of these Rules (2022) the time already served as a Board member shall thereafter be counted towards the two-term maximum stipulated in sub-paragraph (ii) of this paragraph e). Time served having filled a casual vacancy shall not be included for the purposes of this rule.

f) In 2023 and 2025 the three members with the longest service on the Board shall retire and be declared ineligible for re-election. If more than three members have an equality of service, the members ineligible for re-election shall be determined by lot as between the members having the equality of service.

g) An 'A' shareholder of the Society may apply to the Board for transfer from one Electoral Group to another.

h) Any casual vacancy occurring in the membership of the Board of Directors amongst those Directors elected in accordance with the provisions of paragraph (b) above may be filed by co-option by the remaining members of the Board. The person co-opted shall fill the unexpired term of the person he/she replaces and shall be subject to the same provisions for retirement and ineligibility for re-election as the person he/she replaces.

i) The Board of Directors in office at the date of registration of these Rules shall continue to be the Board of Directors of the Society pending the retirement of Board members in accordance with the provisions of this Rule 29. The length of time served in office for each member of the Board as of the date of registration of these Rules is hereby confirmed and the order of retirement established from 2027 onwards shall apply subject to and in accordance with the provisions of this Rule 29.

j) The Board shall have power to make such regulations and standing orders, not being inconsistent with the provisions of these Rules, as may be necessary or desirable for the conduct of the electoral process and of meetings at which an election is to take place.”

And that the following be substituted therefor:

a) “From 1 January 2027, The Board of Directors shall consist of not more than thirteen persons who shall be appointed as follows:-

i) Seven members of the Board shall be elected by the ’A’ Shareholders of the Society in the manner prescribed in paragraph c) of this Rule (the “Elected Board Members”).

ii) Up to three members shall be co-opted by the Elected Board Members. The persons so co-opted (the “Co-opted Board Members”) shall be individuals with particular skill sets which in the opinion of the Elected Board Members may be of value to the Society and are representatives nominated by organisations which in the opinion of the Elected Board Members shall accept the objects of the Society and are not in conflict with the interests of the Society and shall hold office for 2 years from 1 January in the year of their respective co-options.

iii) Not more than three persons, not being members of the Society and not being employees of the Society, may be co-opted by the Elected Board Members to be a Board Member (the “Appointed Board Member”). For any such appointment to be valid the Appointed Board Member shall sign the Board's code of conduct before taking office. Any Appointed Board Member shall serve in accordance with such terms and conditions as may be determined by the Elected Board Members, subject to the further proviso that no Appointed Board Member shall serve more than six years in office. Any Appointed Board Member, and their appointment to the Board, shall be subject to a formal review by the Elected Board Members every 12 months. Any Appointed Board Member shall retire from office if a resolution to that effect is passed by the Elected Board Members.

b) The Elected Board Members referred to in paragraph a) i) above shall be elected by the members of the Society in the following manner. For the purpose of election, the members of the Society shall be divided into the following Electoral Groups:

· Munster;

· Leinster; and

· Connacht/Ulster.

Each such Electoral Group shall elect, from amongst its members, such number of persons to the Board, not exceeding the relevant maximums for elected directors set out in paragraphs a) i) and b of this Rule, as the Board shall determine from time to time.

Vacancies on the Board of Directors in respect of the Elected Board Members provided for in this paragraph may be filled at the discretion of the Board either at electoral group meetings or by a postal vote of members entitled to vote or by phone text or such other electronic means as the members in general meeting may approve. The procedure for nominating candidates to stand for election and where it is decided to hold a postal vote, the procedure for conducting such a vote, shall be determined by the Board from time to time.

c) Where elections are held at electoral group meetings as provided for in paragraph (b) above the notice of meetings of electoral groups shall be sent to the members of such groups at least fourteen days before the date of the meeting of the electoral group. The Chair of the Society shall preside at meetings of electoral groups, but if he/she is unable to do so, the Board Member elected from that electoral group shall preside at meetings of that electoral group and if he/she is unable to do so each electoral group meeting shall appoint its own Chair.

d) As and from the year 2027 and each year thereafter, the following provisions shall apply:

i) The Elected Board Members shall retire in accordance with rotation set out in the table in Appendix VII to these Rules.

ii) Retiring Elected Board Members shall be eligible for re-election without nomination subject to the provisions of this Rule 29. Retiring Elected Board Members who have served 3 consecutive terms (of four years) or more as an Elected Board Member immediately prior to their retirement shall be ineligible for re-election and shall not be permitted to contest one of the Elected Board Member seats until the next election taking place in their electoral group after their retirement.

iii) For Board members in office on the registration of these Rules (2026) the time already served as a Board member shall thereafter be counted towards the three-term maximum stipulated in sub-paragraph (ii) of this paragraph d). Time served having filled a casual vacancy shall not be included for the purposes of this rule.

e) As and from the 1st of January 2030 no person shall be eligible for election, re-election, co-option, appointment or re-appointment to the Board if he/she has reached his/her 70th birthday on the 1st of January immediately preceding such election, re-election, co-option, appointment or re-appointment.

f) An 'A' shareholder of the Society may apply to the Board for transfer from one Electoral Group to another.

g) Any casual vacancy occurring in the membership of the Board of Directors amongst the Elected Board Members may be filed by co-option by the remaining Elected Board Members. The person co-opted shall fill the unexpired term of the person he/she replaces and shall be subject to the same provisions for retirement and ineligibility for re-election as the person he/she replaces.

h) The Board of Directors in office at the date of registration of these Rules (2026) shall continue to be the Board of Directors of the Society pending the retirement of Board members in accordance with the provisions of this Rule 29. The length of time served in office for each member of the Board as of the date of registration of these Rules is hereby confirmed and the order of retirement established from 2027 onwards shall apply subject to and in accordance with the provisions of this Rule 29.

i) The Board shall have power to make such regulations and standing orders, not being inconsistent with the provisions of these Rules, as may be necessary or desirable for the conduct of the electoral process and of meetings at which an election is to take place.