Changes to the Memorandum of Incorporation
Change 1: Point 13 – Directors
We need to nominate Directors to be voted in before the AGM via electronic means. The normal nominations process will be applied.
Change 2: Point 9.2 – Proceedings at a General Meeting:
No matters will be discussed at the general meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall be constituted by three five of the members of the Association who are entitled to vote at the general meeting and who are personally present at any such meeting.”
Change 3: Point 10 – Voting at a General Meeting
At any general meeting a resolution put to the vote of the meeting shall be decided on by the show of hands or before the meeting by electronic means. On a show of hands, e Every ordinary member present in person, by electronic vote or by proxy shall have one vote. On a poll, every ordinary member present in person, by electronic vote or by proxy shall have one vote. All questions at a meeting shall be decided by a majority of votes and in case of equality of votes the presiding Chairman of the meeting shall have a second or casting vote.”
Change 4: Point 12.1 – Proxies
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing. A proxy need not to be a member of the Association. The holder of a general or special power of attorney, whether he is himself a member or not, given by a member shall be entitled to attended meetings and to vote, if duly authorised under that power to attend and take part in the meetings. Any person eligible to vote has to be members of the SAIMC in good standing.
Change 5: Point 13 – Directors
The number of Directors of the Association shall be not less than 3 (three) excluding the Chair. 2 (two). , the first directors may be appointed in writing by a majority of the subscribers to the Memorandum of Association, but unless directors are so appointed and whether or not the directors have been named by a majority of the subscribers to the memorandum, every subscriber to the memorandum shall be deemed for all purposes to be a director of the Association.
Change 6: Point 16 – Managing Director
The directors may from time to time appoint one or more of their body to office of CEO managing director or manager for such term and at such remuneration as they think fit and may revoke such appointment subject to the terms of any agreement entered into in any particular case. A CEO director so appointed shall not, while holding such office, be subject to retirement by rotation, or be taken into account In determining the rotation of retirement if he ceases for any reason to be CEO a director. The directors may from time to time entrust to or confer upon a CEO managing director or manager, for the time being, such of the powers and authorities vested in them as they may think fit and may confer such powers and authorities for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions as they may think expedient and they may confer such powers and authorities either collaterally or to the exclusion of, or in substitution for, all or any of the powers and authorities of the directors and may from time to time revoke or vary all or any of such powers and authorities
Change 7: Point 26.1 – Notices
A notice may be given by the Association to any member either by advertisement or personally, or by sending it by e-mail post in a prepaid letter addressed to such member at his registered address or (if he has no registered address in the Republic) to the address (if any) within the Republic supplied by him to the Association for the giving of notices to him.
1.1.8 Change 8: Point 26.3 – Notices
Any notice by post e-mail shall be deemed to have been served at the time the letter obtaining the same was sent posted, and in proving the giving of the notice by post it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.
The signature on a notice by the Association can be written or printed or partially written or partially printed or electronically signed.