The Committee shall be comprised of no more than 5 persons, composed
of the following :-
ADNDRC Council Members appointed by the ADNDRC Council, including
the Chairman of the Committee;
persons nominated by the ADNRDC Council and approved by the
The ADNDRC Council shall have the power to fill a casual vacancy
on the Committee due to the termination of office of a member
appointed by the ADNDRC Council.
The term of office of a member appointed by the ADNDRC Council
shall be from the date of the appointment of such member by the
ADNDRC Council until the earlier of (i) the removal of such member
by the ADNDRC Council; (ii) the resignation of such member or
(iii) the death of such member.
The quorum at Committee Meetings shall be three:-
(a) A Member
of the Committee shall be deemed to be present at a meeting
of the Committee if he participates by telephone or other electronic
means and all Committee Members participating in the meeting
are able to hear each other.
The Committee shall have a Chairman. The Chairman shall be appointed
by ADNDRC Council and shall be a member of ADNDRC Council and
shall be amongst the members of the Committee appointed by the
Any matter coming before a Committee meeting which requires a
vote shall be decided by a simple majority of those Committee
members present. Each member of the Committee shall be entitled
to one vote on all matters requiring a vote at Committee meetings,
save that the Chairman of a meeting shall have a casting vote.
The Chairman or any two (2) Committee Members may call for a meeting
of the Committee. Members of the Committee shall be entitled to
at least 24 hours written notice of any meeting of the Committee
which notice may be subject to waiver by the Committee Members.
The Chairman shall preside over all meetings of the Committee
at which he is present and in the absence of the Chairman, the
members of the Committee present shall elect from amongst themselves
a person to chair the meeting.
The Committee may establish sub-committees, working parties or
other ad-hoc bodies to assist in its functions, but all such bodies
shall be directly responsible to the Committee. The Committee
may create and provide rules for the operation, changes in structure
or mandate or cessation of such sub-committees, working parties
or other bodies as the Committee deems appropriate from time to
The Chairman of the Committee shall report to the ADNDRC Management
Committee from time to time on the activities of the Committee.
Other than as provided for in these Terms of Reference the Committee
shall organise its meetings as it shall see fit from time to time.
In the event of any discrepancy between the Memorandum and Articles
of Association of ADNDRC and these Terms of Reference or any amendment
thereto, precedence shall be given to the Memorandum and Articles
of Association of ADNDRC.
The Committee may refer at any time to ADNDRC Council, through
the Secretary General, a proposal to revoke or amend these Terms
of Reference, but such revocation or amendment shall not take
effect unless and until approved by ADNDRC Council. Notwithstanding
anything else herein contained the ADNDRC Council reserves the
right to revoke or amend these Terms of Reference on its own initiative
at any time and in any manner it deems appropriate.