NOTICE IS HEREBY GIVEN OF THE ANNUAL GENERAL MEETING (AGM) OF THE
SOUTH AFRICAN SCREEN FEDERATION (SASFED) OF THE 14TH GENERAL ASSEMBLY OF THE MEMBERS AND OBSERVERS OF SASFED, REGISTRATION NUMBER: 052-633 NPO WILL BE HELD VIRTUALLY ON ZOOM MEETING ID: 897 8737 0446 CLICK HERE TO JOIN ON MONDAY, 31 AUGUST 2020 AT 16:00 AM SAST1
EVENT: SASFED AGM
VENUE: Join Zoom Meeting:
Meeting ID: 897 8737 0446
DATE: Monday 31st August 2020
ATTENDANCE AND VOTING
The General Assembly shall consist of all the Members, Associates, Affiliates and Observers of SASFED in good standing.
The voting rights shall be exercised by a duly authorised representative of the Member, subject to the Member giving written notice of such authorisation to the Executive Officer prior to the AGM.
Voting at the AGM shall take place by show of hands or by secret ballot in the chat room. Voting on any matter may be by secret ballot if at least one third of the voting delegates demand it.
or as determined by the General Assembly (Clause 11.8.5 of the SASFED Constitution “The AGM shall determine its own procedures in accordance with democratic principles”).
Each Member shall have one vote. A Member that has failed to pay its financial contribution after such contribution has become due is not eligible to cast any votes (Clause 11.5 of SASFED Constitution “Only members whose fees are fully paid up will be entitled to vote”).
PURPOSE OF MEETING
The purpose of the meeting is:
(a) to confirm the minutes of the previous AGM
(b) to adopt the audited financial statements of SASFED for the financial year ended 28 February 2020, incorporating the Chairperson’s report and the Auditor’s report;
(c) to consider and, if approved, to adopt, with or without amendment, the resolutions set out below; and
(d) to consider any matters raised by the Members, provided such requests are received in writing not less than 7 (seven) Business Days in advance of the meeting and have the support of the SASFED Council or such notice is waived by a simple majority of those present in person if SASFED so decides, except in matters relating to financial contributions or amendments of the Constitution of SASFED.
QUORUM AND DECISIONS
Quorum for any Annual General Meeting or special meeting of the General Assembly shall be 80% (eighty percent) of the full members of SASFED that are represented, in person with a voting mandate (Clauses 11.8.6 and 11.6)
“11. ANNUAL GENERAL MEETINGS
11.8.1 Voting Delegates, who are members of the affiliate members of SASFED, with speaking and mandated voting rights
11.8.2 Non-voting Delegates, who are bona fide members of the affiliate members of SASFED who shall have speaking rights but not voting rights.
11.8.4 Invited guests, without voting rights but with or without speaking rights as may be determined by Council.”
“12.4 DUTIES AND POWERS OF THE ANNUAL GENERAL MEETING
12.1 To determine the policies, programmes and constitution of SASFED.
12.2 To receive, discuss and adopt the reports of the office bearers, including that of the Chairperson and Treasurer, and any other reports as determined by Council.
12.3 To exercise the right and power to review, ratify, alter or rescind any decision taken by any of the structures, representatives and officials of SASFED.
12.4 To elect or appoint any commission or committee and assign specific tasks and duties to such commission or committee.
12.5 Deal with any other business laid before it by the Council and a simple majority of the AGM that so approves.”
Decisions at the Annual General Meeting shall require a simple majority of eligible votes cast, except for amendments of the Constitution and other specific matters identified in the Constitution of SASFED, which shall require a majority of two-thirds of eligible votes cast.
At the virtual Annual General Meeting to be held on 31st August 2020, the SASFED Council will be seeking two resolutions (Ordinary Resolutions 1 and 2) by the Members to facilitate the holding of the Annual General Meeting under these extraordinary Covid-19 circumstances:
Ordinary Resolution 1 – Holding a Virtual AGM
The Council is hereby requesting the Members entitled to vote at this AGM to authorise the holding of this AGM virtually.
“Resolved that the SASFED Annual General Meeting may take place virtually if circumstances so demand it”
Ordinary Resolution 2 – Waiver/The Circulation of the AGM Notice
Clause 11.2 of SASFED Constitution “Members must be informed of the Annual General Meeting and its agenda at least 21 (twenty-one) days in advance”.
Members will note that the AGM Notice was circulated to members in a period less than that provided for in the SASFED Constitution. The Council is hereby requesting the Members entitled to vote at this AGM to waive the required notice period.
“Resolved that all the members present agree to waive the notice period required for the AGM”.
Ordinary Resolution 3 – Adoption of minutes of the previous meeting
It must be noted that the minutes of the previous AGM were approved at the Council meeting held on the 25th October 2019. These minutes are being presented for noting as they have already been approved by the Council as a true reflection of the proceedings.
“Resolved that the Council notes that the minutes of the annual general meeting (AGM) of the 13th General Assembly held on 5th September 2019 in South Africa were approved as a true reflection of the proceedings and are being presented for noting.”
Ordinary Resolution 4 – Adoption of financial statements
“Resolved that the financial statements of SASFED for the year ended 28 February 2020 and the reports of the Council and the external accounting firm are hereby noted and adopted.”
Ordinary Resolution 5 – Re-appointment of Accounting Firm
The SASFED Council has expressed satisfaction with the services rendered by Bemont and Company Accountants, Bookkeepers & Tax Consultants, an accounting firm based in the Republic of South Africa.
“Resolved that, on the recommendation of the SASFED Council, the firm Bemont and Company Accountants, Bookkeepers & Tax Consultants be re-appointed as an independent registered accounting firm of the Federation (noting that Mr. Francois Rivall and is the individual lead accountant of that firm who will undertake to finalise SASFED’s financial statements) until the next AGM of the Federation.”
Ordinary Resolution 6 – The Establishment of a Council Charter and Code of Conduct
The SASFED Council is hereby requesting the Members entitled to vote at this AGM to authorize the establishment of a Council Charter and a Code of Conduct, which Council Charter and Code of Conduct shall be approved by Council and reviews as and when required.
The purpose of the Council Charter is to set out the key values and principles of the Council of SASFED, providing an overview of:
§ the role and responsibilities of the Council of directors; and
§ the way that it executes its duties and decision-making;
§ powers of the Council and Council committees; separation of roles between the Council and Management; and
§ to ensure the application and practice of the principles of good corporate governance in all dealings by, in respect and on behalf of SASFED.
§ Provisions relating to the succession and evaluation of the Council.
The Constitution has development of policies as one of the responsibilities of the Council and the meeting is hereby requested that the members authorise the establishment of a Council Charter.
“Resolved that the SASFED Council has the power and authority to establish, prepare and approve a Council Charter and a Code of Conduct for the Members of the SASFED Council”.
Special Resolution 1 – Amendments to the SASFED Constitution
Clause 23.3 of SASFED Constitution:
“The provisions of this Constitution may be amended only by the decision of at least two-thirds of the members present at a quorate meeting of SASFED.”
“Resolved that the SASFED Constitution be revised and that the Council prepares, approves and reviews all governance documents (i.e. the SASFED Constitution, Charter and Code of Conduct) to ensure that they remain relevant and that where such governance documents are in conflict with the constitution, the SASFED Constitution will take precedence.”
To transact such other business as may be transacted at an annual general meeting.
By order of the Council.
Ms. Unathi Malunga
24 August 2020