GOVERNANCE
PAGE 47
annually will be entitled to make themselves
absence of the chairman or his inability or
16.5 The chairman shall preside as such
available for nomination for re-election.
refusal to act as chairman, and shall perform
at all meetings of the directors. However,
7.5 Nomination forms shall be distributed to
such other duties as may from time to time
should, at any meeting of the directors,
members at least 60 (sixty) days before each
annual general meeting. Any member may
nominate any other member as a director by
completing the nomination form and returning
the form to the institute at least 30 (thirty)
days prior to the annual general meeting.
7.6 New directors shall be appointed by vote
on the basis set out in this Memorandum of
Incorporation.
8. Qualification to Act as a
Director
8.1 A director shall be an individual and must
be a member of the institute and also a
member of ARC.
8.2 If the member constitutes a practitioner, the
director will be the owner, managing director,
majority member or the controlling individual of
any other legally recognised member.
8.3 Notwithstanding any other provision of
this Memorandum of Incorporation or the Act,
no more than 30% (thirty percent) of the
board of directors may consist of members
from any one class of members.
11. Appointment of Chairman
and Vice Chairman
11.1 The directors shall appoint, from their
number, a chairman and vice chairman at
the first meeting after the general meeting at
which the board is appointed.
12. Control of Meetings
12.1 The chairman shall preside at all
meetings of the board and all meetings
of members and shall perform all duties
incidental to the office of chairman and such
other duties as may be prescribed by the
board or the members.
12.2 The vice chairman shall assume the
powers and duties of the chairman in the
be assigned to him by the chairman or the
board. In the event of the vice chairman not
being present at a meeting, the remaining
directors shall appoint a chairman for the
meeting.
15. Appointment of
Committees
15.1 The board of directors shall be entitled
to appoint committees consisting of such
number of the board and members of the
institute or such third parties as the board
of directors may deem fit and to delegate
to such committees some of their functions,
powers and duties as the board may deem
fit, with the further power to vary or revoke
such appointments and delegations as the
the chairman not be present within 15
(fifteen) minutes after the time appointed
for the holding thereof or decline to sit as
chairperson, then the vice chairman shall act
as chairman at such meeting. Should the
vice chairman also not be present within 15
(fifteen) minutes of the time appointed for
the holding of such meeting or also decline
to sit as chairperson, those directors present
shall appoint a chairman for the meeting,
who shall thereupon exercise all the powers
and duties of the chairman in relation to the
meeting.
16.6 The directors shall arrange for minutes to
be taken of every directors meeting, although
not necessarily verbatim, and these minutes
shall be reduced to writing without undue
delay after the meeting has closed and shall
board of directors may from time to time
then be certified correct by the chairman
deem necessary.
of the meeting. All minutes of