Clause 17 of the Constitution:
Clause 17 of the Constitution is to be amended to make provision for decisions by way of “round-robin”. Decisions taken in this manner will be ratified by the next ensuing meeting.
Clause 17 of the Constitution reads as follows:
- MEETINGS OF THE EXECUTIVE COMMITTEE
17.1 The management of the affairs of the Association shall be vested in an Executive Committee, as elected in terms of Clause 18 of this Constitution.
17.2 Members of the Executive Committee shall hold office from 1st day of March in each year of their election or from the date of their election, whichever is the later, until the last day of February in the next succeeding year, or until their successors have been elected, whichever is the first, and shall be eligible for re-election on termination of their period of office;
17.3 Any vacancy occurring on the Executive Committee during the year shall be filled by the remaining Members of the Executive Committee;
17.4 A Member of the Executive Committee shall vacate his seat in any one of the following circumstances:
17.4.1 On himself or his ceasing to be in good standing;
17.4.2 If he is no longer actively in business or provided for in this Constitution;
17.4.3 On resignation, suspension or expulsion from membership of the Association of himself or the Company which he represents;
17.4.4 On resigning by giving one month’s notice in writing to the Director;
17.4.5 On absenting himself without permission of the Executive Committee from four (4) consecutive meetings of the Committee;
17.5 Executive Committee meetings shall be held at such intervals on such days as the Executive Committee shall determine. Special meetings of the Executive Committee shall be called by the President whenever he deems it advisable or upon a requisition by not less than two (2) members of the Executive Committee;
17.6 The proceedings of all Executive Meetings shall be considered confidential;
17.7 The majority of the Members shall form a quorum at Executive Committee meetings. If after thirty (30} minutes of the time fixed for the Executive Committee meeting a quorum is not present, such meeting shall stand adjourned to the same day in the week following (and if that day is a public holiday then to the next succeeding working day) at the same time and place, or to such other date and on such notice as the President may At such adjourned meeting, of which written notice shall be given, the Members present shall form a quorum.
17.8 Members of the Executive Committee shall be notified in writing of the time and place of meetings of the Committee by the Executive Director at least two (2) weeks before the dates of such meetings, provided that shorter notice, being not less than 24 hours, may n the discretion of the Executive Director be given in respect of special To every notice of a meeting an Agenda shall be attached.
17.9 Meetings of the Executive Committee and all other Committees shall be strictly private and any Member being proved to have violated the secrecy of any meeting may be fined, suspended, or both, or expelled from the Association and be deemed by the Executive Committee to have forfeited all claims on the funds of the Association;
17.10 All questions before the Executive Committee shall be decided by a majority of votes of the Members present.
The President shall be a deliberative vote, and also a casting vote, at meetings over which he presides.
Clause 17 to be amended to include a point 17.11 dealing with Round Robin votes and decisions.
- MEETINGS OF THE EXECUTIVE COMMITTEE (AMENDED)
17.1 The management of the affairs of the Association shall be vested in an Executive Committee, as elected in terms of Clause 18 of this Constitution.
17.2 Members of the Executive Committee shall hold office from 1st day of March in each year of their election or from the date of their election, whichever is the later, until the last day of February in the next succeeding year, or until their successors have been elected, whichever is the first, and shall be eligible for re-election on termination of their period of office;
17.3 Any vacancy occurring on the Executive Committee during the year shall be filled by the remaining Members of the Executive Committee;
17.4 A Member of the Executive Committee shall vacate his seat in any one of the following circumstances:
17.4.1 On himself or his ceasing to be in good standing;
17.4.2 If he is no longer actively in business or provided for in this Constitution;
17.4.3 On resignation, suspension or expulsion from membership of the Association of himself or the Company which he represents;
17.4.4 On resigning by giving one month’s notice in writing to the Director;
17.4.5 On absenting himself without permission of the Executive Committee from four (4) consecutive meetings of the Committee;
17.5 Executive Committee meetings shall be held at such intervals on such days as the Executive Committee shall determine. Special meetings of the Executive Committee shall be called by the President whenever he deems it advisable or upon a requisition by not less than two (2) members of the Executive Committee;
17.6 The proceedings of all Executive Meetings shall be considered confidential;
17.7 The majority of the Members shall form a quorum at Executive Committee meetings. If after thirty (30} minutes of the time fixed for the Executive Committee meeting a quorum is not present, such meeting shall stand adjourned to the same day in the week following (and if that day is a public holiday then to the next succeeding working day) at the same time and place, or to such other date and on such notice as the President may At such adjourned meeting, of which written notice shall be given, the Members present shall form a quorum.
17.8 Members of the Executive Committee shall be notified in writing of the time and place of meetings of the Committee by the Executive Director at least two (2) weeks before the dates of such meetings, provided that shorter notice, being not less than 24 hours, may n the discretion of the Executive Director be given in respect of special To every notice of a meeting an Agenda shall be attached.
17.9 Meetings of the Executive Committee and all other Committees shall be strictly private and any Member being proved to have violated the secrecy of any meeting may be fined, suspended, or both, or expelled from the Association and be deemed by the Executive Committee to have forfeited all claims on the funds of the Association;
17.10 All questions before the Executive Committee shall be decided by a majority of votes of the Members present.
The President shall be a deliberative vote, and also a casting vote, at meetings over which he presides.
17.11 The Executive Committee may take any decision by way of “round-robin” provided that such decision is recorded on a single resolution or exactly similar copy of such resolution for each Office Bearer voting. Such decision will be ratified at the next ensuing meeting of the Executive Committee.
To make provision for the hosting of virtual meetings, clause 20 of the Constitution should be amended:
Clause 20 Annual General Meetings reads as follows:
- ANNUAL GENERAL MEETINGS
20.1 The Annual General Meeting of the Association shall be held early within three (3) months of the end of the Financial Year
20.2 Special General Meeting shall be held, as and when considered necessary by a majority of the Executive Committee present, or at the request in writing of not less than five (5) Members of the Association in good standing.
20.3 Not less than fourteen (14) days written notice of any Annual General Meeting, and not less than seven (7) days written notice of a General or Special Meeting, shall be given to all members by the Director stating the subject to be discussed.
20.4 At the Annual General Meeting the President shall present a Report for the past year.
20.5 The quorum for a General Meeting shall be ten percent (10%) of the total membership in good standing. If after thirty (30) minutes of the time fixed for the meeting a quorum is not present, such meeting shall stand adjourned to the same day in the week following (and if that day is a public holiday then to the next succeeding working day) at the same time and place or to such other date and on such notice as the President may determine. At such adjourned meeting, of which written notice shall be given, the Members present shall form a quorum.
20.6 The accidental omission to give notice of a meeting to any of the Members, or the non receipt of such a notice, shall not invalidate any Resolution passed at any such meeting, or at any other of the meetings of the Association.
20.7 Unless otherwise specifically provided, the votes of the majority of the Members present shall be binding on the Association.
20.8 All matters on which this Constitution is silent shall be decided on motion by a majority vote of the Members present at a General Meeting.
20.9 The secretary of organisation or a person appointed by him/her shall keep minutes of all meeting of the executive committee and of all other meeting of the organisation.
20.10 Member may vote at the Annual General Meeting or any other relevant meeting either:
a. In person; or
b. By way of proxy.
20.11 Each member present will have on (1) vote.
20.12 Should the member vote by a proxy form, prescribed from time to time, will e used in appointing the relevant nominee and will reach the Director at least 21 days before the Annual General Meeting.
20.13 Should the Director receive late proxy forms, such late proxy forms will be considered to be valid, and will be taken into account.
20.14 Should the required number of members to form a quorum, as required by the Constitution, fail to attend the Annual General Meeting, or any other relevant meeting, the member may consent that the proxy form be used at the second meeting convened, as per the constitution.
20.15 Proxy forms will be counted in establishing a quorum at the Annual General Meeting or any other relevant meeting.
Clause 20 to be amended to include an additional sub-clause 20.16
- ANNUAL GENERAL MEETINGS (AMENDED)
20.1 The Annual General Meeting of the Association shall be held early within three (3) months of the end of the Financial Year.
20.2 Special General Meeting shall be held, as and when considered necessary by a majority of the Executive Committee present, or at the request in writing of not less than five (5) Members of the Association in good standing.
20.3 Not less than fourteen (14) days written notice of any Annual General Meeting, and not less than seven (7) days written notice of a General or Special Meeting, shall be given to all members by the Director stating the subject to be discussed.
20.4 At the Annual General Meeting the President shall present a Report for the past year.
20.5 The quorum for a General Meeting shall be ten percent (10%) of the total membership in good standing. If after thirty (30) minutes of the time fixed for the meeting a quorum is not present, such meeting shall stand adjourned to the same day in the week following (and if that day is a public holiday then to the next succeeding working day) at the same time and place or to such other date and on such notice as the President may determine. At such adjourned meeting, of which written notice shall be given, the Members present shall form a quorum.
20.6 The accidental omission to give notice of a meeting to any of the Members, or the non receipt of such a notice, shall not invalidate any Resolution passed at any such meeting, or at any other of the meetings of the Association.
20.7 Unless otherwise specifically provided, the votes of the majority of the Members present shall be binding on the Association.
20.8 All matters on which this Constitution is silent shall be decided on motion by a majority vote of the Members present at a General Meeting.
20.9 The secretary of organisation or a person appointed by him/her shall keep minutes of all meeting of the executive committee and of all other meeting of the organisation.
20.10 Member may vote at the Annual General Meeting or any other relevant meeting either:
a. In person; or
b. By way of proxy.
20.11 Each member present will have on (1) vote.
20.12 Should the member vote by a proxy form, prescribed from time to time, will e used in appointing the relevant nominee and will reach the Director at least 21 days before the Annual General Meeting.
20.13 Should the Director receive late proxy forms, such late proxy forms will be considered to be valid, and will be taken into account.
20.14 Should the required number of members to form a quorum, as required by the Constitution, fail to attend the Annual General Meeting, or any other relevant meeting, the member may consent that the proxy form be used at the second meeting convened, as per the constitution.
20.15 Proxy forms will be counted in establishing a quorum at the Annual General Meeting or any other relevant meeting.
20.16 The Organisation may by notice from the Secretary as agreed by its Executive Committee convene —
- An Annual General Meeting or other meeting of members to be conducted entirely by electronic communication; or
- Similarly, any other meeting of the Organisation, including a meeting of the Executive Committee or other committee may be so convened and conducted
- as long as the electronic communication employed ordinarily enables all persons participating in that meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the meeting.
Furthermore, in order to ensure the effective management of the day to day activities of the Organisation whilst ensuring good corporate governance and sound financial practices, CEO’s Executive Committee also propose to amend the following clause in the Constitution:
Clause 21 of the Constitution reads as follows:
- FINANCE
21.1 The Financial Year of the Association shall commence on the 1st day of March in each year.
21.2 The Honorary Treasurer shall be responsible for the funds of the Association and shall cause proper books of account to be kept of the assets and liabilities and of the receipts and expenditure and the matters in respect of which such receipts and expenditures shall take place in such form as prescribed by the Executive Committee. The fund of the Association shall, subject to the provisions of Clause 19, be applied for the payment of expenses, the acquisition of property and for the attainment of the objects specified in Clause 3 &4.
21.3 In the event of the absence of the Honorary Treasurer, the Executive Committee shall appoint a Member of the Executive to act in his stead during such absence.
21.4 At the Annual General Meeting in each year the Honorary Treasurer shall lay before the Members a statement of the income and expenditure for the past year, together with a balance sheet duly audited by a qualified Auditor, who shall be appointed by die Executive Committee, showing the position of the association made up to 28 February in each year.
21.5 Cheques drawn on the Association must be signed by at least two of the following persons:
- The President;
- Vice-President;
- Honorary Treasurer;
- Executive
21.6 No single item of expenditure in excess of R2 500.00 (two thousand, five hundred rand), other than the remuneration of the Association unless such expenditure is approved by the Executive Committee.
Clause 21 to be amended by deleting the current 21.6 in its entirety and to be substituted with the new 21.6:
- FINANCE (AMENDED)
21.1 The Financial Year of the Association shall commence on the 1st day of March in each year.
21.2 The Honorary Treasurer shall be responsible for the funds of the Association and shall cause proper books of account to be kept of the assets and liabilities and of the receipts and expenditure and the matters in respect of which such receipts and expenditures shall take place in such form as prescribed by the Executive Committee. The fund of the Association shall, subject to the provisions of Clause 19, be applied for the payment of expenses, the acquisition of property and for the attainment of the objects specified in Clause 3 &4.
21.3 In the event of the absence of the Honorary Treasurer, the Executive Committee shall appoint a Member of the Executive to act in his stead during such absence.
21.4 At the Annual General Meeting in each year the Honorary Treasurer shall lay before the Members a statement of the income and expenditure for the past year, together with a balance sheet duly audited by a qualified Auditor, who shall be appointed by die Executive Committee, showing the position of the association made up to 28 February in each year.
21.5 Cheques drawn on the Association must be signed by at least two of the following persons:
- The President;
- Vice-President;
- Honorary Treasurer;
- Executive
21.6 No single item of expenditure in excess of R10 000 will be made, other than the remuneration of the Association, unless such expenditure is approved by the Executive Committee.
Please send any comments / queries to feedback@ceosa.org.za by 8 Dec ’20.