ACTA Nomination Package

1. Eligibility Criteria
2. Nomination Timeline
3. Roles and Responsibilities Fact Sheet
4. ACTA Board Nomination Form
5. Code of Conduct Compliance Statement

Eligibility Criteria

As detailed in Clause 13 of the Constitution, The Board shall comprise of:

1. Elected Directors who must be all Registered Shooting Members or Life Registered Shooters of the Company
2. A Director must be independent and must not hold an Official Position or be an employee (disqualifying position) of the Company or a Member State or Zone. For the avoidance of doubt, an official position on the executive, or as an employee, of a Member State or Zone is a disqualifying position for the purpose of this clause. A person elected or appointed as a Director at the time of holding a disqualifying position must resign from that disqualifying position within 30 days, failing which they automatically vacate office as a Director under clause 13.14.

NOMINATION TIMELINE

a) MONDAY 30th JUNE 2025: At least six (6) months prior to the proposed date of the election for the Elected Director positions falling vacant, the ACTA Board will request from Members, nominations for election to positions falling vacant.

b) Any Registered Shooting Member or Life Registered Shooter may nominate a Registered Shooting Member or Life Registered Shooter to fill a vacancy in an Elected Director position that is subject of an election.

c) The Nomination Package to be sent to interested candidates will comprise of:

(i) A Roles and Responsibilities Fact Sheet (to be read prior to proceeding to commence the Nomination process)

(ii) An official Nomination Form, being:

(A) in the form required by the Board from time to time;

(B) signed by the nominator and nominee; and

(C) signed by the president and secretary (or equivalent positions) of the nominee's Club.

(iii) Board Compliance Statement, to be signed and dated by the Nominee &

(iv) An Election Platform / Testimony, to be no more than 500 words in total.

d) FRIDAY 29th AUGUST 2025: By Close of Business on 29/08/2025, all Nominations being lodged by candidates need to be submitted to, and received by, their respective Member State Associations.

e) FRIDAY 31ST OCTOBER 2025: Each Member State must select, from among all the nominations submitted to that Member State, (up to but not more than three (3) nominees), and forward the name(s) and Nomination Packages of these approved nominees back to the Company by this date.

f ) MONDAY 3rd NOVEMBER 2025: If at this stage, there are more eligible nominees than the number of positions to be filled, a ballot of the Clubs will be conducted as a 'first past the post' poll. Consequently, the Company will then send the full Nomination Packages of the approved candidates to all Member Clubs on this date. All Electoral Platforms received will also be published in the following Clay Target e-News.

g) WEDNESDAY 31st DECEMBER 2025 close off day to vote and renew Club Membership: Every Club to rank and order only their top two candidates
(ie vote 1, and 2 only for their preferred candidates), returning these votes to the Returning Officer.

Each Club must vote to renew their membership with the ACTA Ltd. Clause 5.4 h) (iv) Each Club must annually submit a vote in the election for Elected Directors in accordance with clause 12.3.

h) MONDAY 5TH JANUARY 2026: The returning officer and scrutineer will count the votes and provide the result to the ACTA Board.

i) APRIL 2026 THE SUCCESSFUL CANDIDATES WILL BE ANNOUNCED AT THE 2026 AGM.

ACTA Directors Duties - Requirements

In this document the term ‘director’ refers to the people who make up an organisation’s board. In some organisations these people may be known as the board members, committee members, trustees, councillors, governors or by another name.

To whom do directors owe their duties? Directors’ duties reflect the relationship that directors have with the organisation and its members. Directors are entrusted with the responsibility of governing an organisation and the law expects that they will act in the best interests of the organisation and be accountable for their actions.

Directors owe their duties to the organisation as a whole – meaning that they must act in the best interests of the organisation and its members. It is assumed that the organisation will exist on an ongoing basis (in perpetuity), and as such the interests of future members should also be considered.

In exercising their responsibilities, directors also need to consider how their decisions might impact other stakeholders who are not members, such as clients and community members.

Role of the board

The board is responsible for the overall governance, management and strategic direction of the organisation. As a result, the board has ultimate accountability for its activities and performance. Boards are comprised of an organisation’s directors who can only exercise their authority when acting as a collective.

This means that directors may still be held legally responsible for decisions of the board, even though they may not have supported any particular motion individually.

The role of the board may vary slightly depending on the nature of the organisation. The boards of smaller or newer organisations or those without paid staff, may have a more operational focus, whereas the boards of larger and more established organisations may take a more strategic approach to their work. Boards must decide for themselves how best to contribute to their organisation to make a positive impact and to meet their duties under the law.

The role of the board can be broken down into six different dimensions:

Strategy

Establish strategies to guide, monitor and control the organisation’s activities.

Resources

Make resources available to achieve the strategy and oversee their use.

Performance

Monitor the organisation’s performance, both financial and operational.

Compliance

Oversee processes to comply with legal and regulatory requirements.

Risk

Oversee a risk management framework that supports informed decision-making by the organisation.

Accountability

Report progress and align the collective interests of members, stakeholders, board, management and employees.

Directors’ duties

There are two sources of directories duties: general law and statute.

Under the general law, directors have duties that are based on the relationship they have with the organisation. This is a special relationship based on trust; a relationship akin to being the trustee of someone else’s money, and for this reason directors’ duties are sometimes called ‘fiduciary duties’.

Directors’ duties are usually also set out under statute, though the way this is done will depend on how the organisation is incorporated.

The four main legal duties based on general law and statute are to:

1. Act in good faith and for a proper purpose This duty has two parts. Firstly, acting in ‘good faith’ means that directors must act honestly, fairly and loyally. It requires that directors act in the best interests of the organisation (rather than in their own personal interests). The requirement to act for a ‘proper purpose’ means that a director’s decisions must further the organisation’s purpose and be made within the board’s legitimate authority.

2. Act with reasonable care, skill and diligence

Directors must take their roles seriously and be diligent in the exercise of their responsibilities. That includes taking the necessary time to prepare for board meetings, keeping abreast of the organisation’s activities and understanding the organisation’s financial position (including making sure the organisation can pay its debts when they are due), and attending and participating in board meetings.

3. Not to improperly use information or position

Information provided to directors to support them to fulfil their roles must only be used for the benefit of the organisation. Directors cannot use information provided to them as a director, or their role as a director, to harm the organisation or to gain an improper advantage for themselves or another person or organisation.

4. Disclose and manage conflicts of interest

Directors have a duty to act in the best interest of their organisation. At times, a director’s personal interests (such as their investment interests) or their other duties (such as to another organisation of which they are a director) may conflict with this duty. This is called a conflict of interest.

Conflicts of interest can also affect other people involved with the organisation, such as management and staff, and it is important that these conflicts are also identified and managed.

There are three types of conflicts of interest:

Standards of Governance , for example, privacy, disclosure of conflicts of interest and compliance with internal policies

Standards of Behaviour , for example, respect for diversity, use of organisational resources and professional communication

Unethical Behaviours , for example, prohibiting use of illegal substances, sexual harassment and bullying

The first step to managing conflicts of interest is identification. It is good practice for the chair to invite directors to declare any conflicts of interest at the beginning of each meeting.

Once a conflict has been identified, the board must decide how it will be managed. For example, it may be required that the conflicted director:

• Refrain from participating in any discussion about related matters;

• Remove themselves from the room; or

• Abstain from voting on any matter related to the conflict

This is called taking remedial action. The appropriate remedial action will depend on the nature of the conflict and boards will need to determine how best to manage a conflict based on the circumstances of the situation.

There is some misconception that directors who are not remunerated for their work (sometimes called ‘volunteer directors’) are subject to lower standards of legal responsibility. This is not the case, and individuals should think carefully before accepting the responsibilities of directorship.

Who can be a director?

Criteria for eligibility as an ACTA Director is detailed in the Constitution under Clause 13.

Before accepting an ACTA Board Member’s position, the individual needs to ask the following questions:

• Do I understand the responsibilities of this role, including my legal duties?

• Am I prepared to dedicate the time and energy to perform this role in the way required?

• Do I have the skills and experience to discharge the responsibilities of directorship?

Only if the answer to these questions is ‘yes’ should a person accept the responsibilities of directorship.

Sometimes a director of a NFP may also have other roles within the organisation. For example, a director of a sporting club may also be a coach, a player or a parent of a player. It is important for directors to be able to separate these roles and not allow one to improperly influence the other.

Code of Conduct for ACTA Board Members

1. Each Board Member must act honestly, in good faith and in the best interests of the organisation as a whole.

2. Each Board Member has a duty to use due care and diligence in fulfilling the functions of their office and exercising powers attached to that office.

3. Each Board Member must use the powers of their office for a proper purpose, in the best interests of the organisation as a whole.

4. Each Board Member must recognise that the primary responsibility is to the organisation as a whole but should, where appropriate, have regard to the interests of all stakeholders in the organisation.

5. Each Board Member must not make improper use of information acquired as a Board member.

6. Each Board Member must not take advantage of being in the position of a Board member.

7. Each Board Member must not allow any personal interests, or the interest of any associated person, to conflict with the interest of the organisation.

8. Each Board Member has an obligation to be independent in judgment and actions and to take all reasonable steps to be satisfied as to the soundness of all decisions taken by the Board.

9. Confidential information received as a Board Member in the course of exercising those duties remains the property of the organisation from which it was obtained and it is improper to disclose it, or allow it to be disclosed, unless that disclosure has been authorised by that organisation, or the person from whom the information is provided, or is required by law.

10. Each Board Member should not engage in conduct likely to bring discredit to the organisation.

11. Each Board Member has an obligation, at all times, to comply with the spirit, as well as the letter, of the law.

I Phillip F Keller, ACTA Member # 86868

have duly read the Roles and Responsibilities Fact Sheet and wish to nominate for an Elected Board Member position on the ACTA Board, I hereby submit:

(i) This official Nomination Form, being:

1. signed by the nominator and myself; and
   


2. signed by the President and Secretary (or equivalent positions) of my Club,
   

(ii) My signed and dated Board Compliance Statement,

and

(iii) My Election Platform / Testimony, being no more than 500 words in total.

Signed and dated this 29th day of April, 2026