Residential Estate Industry Journal | Page 49

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