GOVERNANCE
resolution other than a special resolution)
accompanied
or the amendment of an ordinary resolution
reports of the directors and the auditors and
as designated by the members at the time.
shall be carried on a simple majority of all
there shall be attached to the notice sent
26.3 The liability of each member is limited
votes cast thereon, and an abstention shall
to members convening each annual general
to contribute the amount of R1,00 (one
not be counted as a vote for or against the
meeting, balance sheet and reports (all of
rand) upon the institute being wound up in
resolution in question.
which shall be framed in accordance with
that each member undertakes to contribute
20.7 In the case of an equality of votes for
the provisions of the Act) and of any other
to the assets of the institute while he is a
and against any resolution, the resolution
documents required by law to accompany
member or within one year after he has
shall be deemed to have been defeated.
the same.
ceased to be a member upon the company
20.8 Unless any member present in person or
by
proper
PAGE 49
and
extensive
an entity with similar objects to the institute
being wound up.
by proxy at a general meeting shall, before
24. Serving of Notices
the closure of the meeting, have objected to
24.1 A notice may be served by the institute
27. Reserves
any declaration made by the chairman of
upon any member, either personally or by
27.1 The directors may set aside out of the
the meeting as to the result of any voting
email or by sending it through the post in a
surplus of the institute or contingencies as
at the meeting, whether by show of hands
prepaid registered letter, addressed to such
are not budgeted for and carry to reserve
or by poll, or to the proprietary or validity
member at such address as he may have
such sums as they think proper.
of the procedure at such meeting, such
notified the institute in writing, as long as
27.2 All sums standing to the credit of surplus
declaration by the chairman shall be deemed
such address shall be within the boundaries
and/or general reserve shall, at the discretion
to be a true and correct statement of the
of the Republic of South Africa.
of the directors, be applicable for meeting
voting, and the meeting shall in all respects
24.2 Any notice, if served by post, shall be
contingencies,
be deemed to have been properly and validly
deemed to have been served on the day,
of any debt or liability of the company,
constituted and conducted, and an entry in
but 4 (four) following that on which the letter
for repairing, improving or maintaining any
the minutes to the effect that any motion has
containing the same was put into the post, and
property of the company, for meeting losses
been carried or lost, with or without a record
in proving such service it shall be sufficient
on realisation of, or writing down investments
of the number of votes recorded in favour of
to prove that the letter containing the notice
either individually or in the aggregate, or for
or against such motion, shall be conclusive
was properly addressed and put into the post
any other purpose, objective or business of
evidence of the vote so recorded if such
office as a prepaid registered letter. If sent by
the institute may appropriately be applied.
entry conforms with the declaration made by
email, the notice would have been deemed
27.3 Pending such application, such sums
the chairman of the meeting as to the result
to have been received 48 (forty-eight) hours
may either be employed in the objects or
of any voting at the meeting.
after the transmission of such email.
business of the institute (without being kept
for
the
gradual
liquidation
separate from other assets of the company)
21. Compliance with Rules
25. Indemnity
21.1 Each member undertakes (in favour of
25.1 All directors shall be indemnified out of
to members.
the institute and the members) to comply with
the funds of the institute against any liabilities
27.4 The directors may divide the surplus
any rules made by the board of directors
bona fide incurred by them in their respective
or reserve into such special reserves as
from time to time.
said capacities, and in the case of a director,
they think fit and reallocate the amounts of
in his capacity as chairman or vice chairman,
such reserves either in whole or in part to
whether defending any proceedings, civil,
other special or general reserves and ma