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
Passcode: 696871
https://us02web.zoom.us/j/89787370446?pwd=MzBTRUMyeHUyRlZXMldMUGl6UGhsQT09
DATE: Monday 31st
August 2020
TIME: 16:00
ATTENDANCE AND VOTING
Attending
The General Assembly shall
consist of all the Members, Associates, Affiliates and Observers of SASFED in
good standing.
Identification
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
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
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)
Decisions
SASFED Constitution:
“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.
RESOLUTIONS
Ordinary Resolutions:
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:
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.”
OTHER BUSINESS
To transact such other
business as may be transacted at an annual general meeting.
By order of the Council.
Ms. Unathi Malunga
Executive Officer
24 August 2020
