Board Charter

• The Board manages and oversees CGF’s operations and affairs, with all powers needed to do so.

• 6–8 Directors (natural persons).

• A majority must represent Member bodies corporate.

• Composition includes at least:

  • 2 Subscribing Member Directors (appointed by the Subscribing Member).

  • 2 Directors representing specialist trades.

  • 1 Director representing core construction.

  • 1 Director representing professional institutes.

  • Up to 2 Independent Directors (co-opted for skills; max 1-year terms, renewable to a max of 3 consecutive years, then 1-year stand-down).

• Annual Election held 1 Oct–30 Nov (excludes Independent Directors).

• Each year, up to three Directors (other than Independent/Subscribing Member Directors) retire if they’ve served ≥ 3 years since 1 Jan 2025 or their last election/appointment—longest-serving retire first. Retiring Directors may re-stand (per Bylaws).

• Subscribing Member Directors: appointed/removed at any time by the Subscribing Member.

• Independent Directors: co-opted by the Board (see limits above).

• Start of term (elected Directors): 1 January following election.

• Chair & Deputy Chair: chosen by the Board; 3-year terms (or earlier if they leave the Board).

• Called by the Chair/Deputy or any two Directors; 7 working days’ notice with agenda.

• Can be held by phone/video.

• Quorum (ordinary): ≥ two-thirds of Directors.

• Quorum (special meeting): ≥ three-quarters.

• If no quorum after 30 minutes, meeting lapses and is adjourned 2 weeks; those present then form a quorum.

• One vote per Director; decisions pass by ≥ half of Directors present and eligible.

• Chair (or Deputy) has casting vote if tied.

• Conflicted Directors must declare interests; non-conflicted Directors decide whether they can vote.

• If half or more present are conflicted, the remaining can vote; if only one Director remains, the matter goes to a Special General Meeting.

• Written resolutions (including by email) are valid if ≥ three-quarters of the full Board assent.

• The Board recommends fees (using a credible market survey as a guide).

• Any fees must be approved by Members at a General Meeting and comply with tax rules and Constitution limits.

• A Director leaves if bankrupt, deceased, resigns (in writing), or becomes disqualified under the Act.

• The Board may unanimously remove a Director for conduct prejudicial to CGF; the Director can require a Special General Meeting within 10 working days for a final Member vote.

• The Subscribing Member may remove its Directors at any time.

• Independent Directors can be removed by a two-thirds Board vote of the other Directors.

Call for Nominations ( ≥ 20 working days open)

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Nominations close → Secretary advises Members + Appointments Committee

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If candidates > vacancies → Appointments Committee votes (one vote per vacancy)

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Highest polling nominees → Recommended to Board (by 30 Nov–15 Dec)

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            ├─ Board SUPPORTS → Nominee ELECTED (term starts 1 Jan)

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            └─ Board ASKS TO RECONSIDER → Committee reconvenes and repeats