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IITPSA National AGM 2020

August 18 @ 17:00 - 18:00

 

Notice of the 2020 Annual General Meeting of members of IITPSA NPC (a Non Profit Company in terms of the Companies Act 71 of 2008, as amended (“Companies Act”)), registration number 1958/001036/08, to be held entirely by way of electronic communication on Tuesday, 18 August 2020 at 17h00.

This notice of the annual general meeting is being distributed by electronic mail to all members of IITPSA (Institute of Information Technology Professionals South Africa), as at the record date (which is 24 July 2020). This notice should be read in conjunction with the IITPSA’s audited annual financial statements for 2020, notice of 2020 nominations of board members, IITPSA Memorandum of Incorporation and IITPSA Rules and proposed changes thereto.

NOTE: All supporting documents for the 2020 IITPSA National AGM may be accessed here.

Notice is hereby given that the 2020 Annual General Meeting of the members of IITPSA NPC will be held at 17h00  on Tuesday, 18 August 2020 entirely by way of electronic communication. The IITPSA shall provide its members as at the record date, who have registered to attend the AGM by the deadline date and whose registration has been verified, with access to its electronic communication platform for the purpose of enabling the members who are present to:

  • be able to communicate with the Board;
  • participate reasonably effectively; and
  • exercise their voting rights (voting members in good standing only) in relation to the proposed resolutions at the AGM.

 

Please note that only voting members in good standing as at the record date (which is 24 July 2020) will be eligible to vote.

 

Registration to attend the AGM closes at 17h00 on Friday 14 August 2020.

Please click here to RSVP to virtually attend and participate in the AGM.

 

Factors for an electronic communication AGM

Members shall be entitled to listen to the proceedings, raise questions with the host and exercise their voting rights, where applicable, at the AGM. Voting will be done through the electronic platform. If the member is concerned about connectivity issues on their side – they should submit a proxy timeously to the IITPSA. The IITPSA shall not be held accountable in the case of network connectivity and other network failures due to insufficient airtime, internet connectivity, internet bandwidth or power outages which prevent the member from attending or voting during the AGM.

The cost of procuring and utilising the platform will be for the account of the IITPSA. However, the cost of members and/or their proxies participation at the AGM through the platform will be at their own expense. Any such charges and costs will not be for the account of the IITPSA.

IITPSA has engaged “TMS” (The Meeting Specialists) to facilitate this virtual AGM, including providing the online platform, registration and proxy recording and scrutineering services.

 

A. Ordinary business

Considering and, if deemed fit, passing, with or without modification, ordinary resolutions 1 to 4 below, each  of which requires the support of a simple majority (that is, 50% + 1) of the votes exercised by voting members who are present in person or in proxy in respect of each resolution to be adopted.

 

1. Notice, 2019 AGM Minutes, directors’ report and auditor’s report. To resolve that the notice of the annual general meeting, the 2019 AGM minutes, and the directors’ report and auditors’ report on the annual financial statements for the year ended 29 February 2020 be taken as read.

1.1  2019 AGM Minutes. To resolve that the minutes of the 2019 AGM meeting, be and are hereby approved as an accurate reflection of that meeting.

2. Presentation for acceptance: audited annual financial statements including the reports of the directors and auditors thereon. To resolve that the IITPSA’s audited annual financial statements for the year ended 29 February 2020 be accepted, including the reports of the directors and auditors thereon.

 

A copy of the audited annual financial statements, including the reports of the directors and auditors thereon, is accessible on the AGM supporting documents page (see link above). Any questions in respect of these statements must be addressed, in writing, to the Institute’s CEO, Mr Tony Parry (ceo@iitpsa.org.za) to reach him by no later than 72 hours before the Annual General Meeting.

 

3. Appointment of auditors

To resolve that the auditors Wakely-Smith Lattuca, as recommended by the Board, be appointed to hold office for the ensuing year, with the Board being satisfied that, in all material respects, the recommended auditors are independent of the IITPSA as required by section 90 of the Companies Act (No. 71 of 2008) as amended (the 2008 Act).

 

4. Election / Re-election of Directors

 

The current Memorandum of Incorporation (MOI) of the IITPSA contains the following:

7.2   Composition of the Board
7.2.1     The Board consists of a minimum of 7 (seven) and a maximum of 12 (twelve) Directors, inclusive of ex officio directors.

 

The current Board consists of eight non-executive directors and one executive director.

 

Four of the five Non-Executive Directors standing down on rotation have made themselves available for re-election. Five additional nominations were received which had been duly and fully completed and submitted to the Institute in good order, in the manner and form prescribed by the Board.

 

The Board has therefore resolved to present all four of the candidates standing down on rotation but available for re-election, as well as all five new nominations, to the voting membership body of the Institute, requesting that they consider and  re-elect / elect eight of the nine following candidates to serve as non-executive directors on the IITPSA Board for the next term. This will bring the Board to its maximum complement of twelve board members, eleven of whom will be Non-Executive Directors.

 

Candidate 1: To re-elect Ms. Ulandi Exner
Candidate 2: To re-elect Mr. Admire Gwanzura
Candidate 3: To re-elect Mr. Rimmon Kisten
Candidate 4: To re-elect Mr. Karel Matthee
Candidate 5: To elect
Mr. Kudzayi Chipidza
Candidate 6: To elect
Ms. Senele Goba
Candidate 7: To elect
Mr. Llewellyn Kearns
Candidate 8: To elect
Mr. Howard Makan
Candidate 9: To elect Mr. John Singh


A brief biography of each candidate is accessible on the AGM supporting documents page (see link above)

 

B. Special Resolutions

Considering and, if deemed fit, passing, with or without modification, special resolutions 5.1 to 5.8 and 6 below, each  of which requires the support of a majority of 75% + 1 vote of the votes exercised by voting members who are present in person or in proxy in respect of each resolution to be adopted.

 

5. IITPSA Memorandum of Incorporation

 

5.1 To resolve that the updates to the IITPSA Memorandum of Incorporation, by reason of being “Updated for Currency“, and more fully described under items 1 to 10 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and are hereby approved.

 

5.2 To resolve that the updates to the IITPSA Memorandum of Incorporation, by reason of being “Updated for Consistency“, and more fully described under items 11 to 13 in the supporting  document entitled ‘IITPSA Recommended MOI Changes 2020’, be and are hereby approved.

 

5.3 To resolve that the updates to the IITPSA Memorandum of Incorporation, by reason of being “Updated for Clarity“, and more fully described under items 14 to 26 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and are hereby approved.

 

5.4 To resolve that the updates to the IITPSA Memorandum of Incorporation, by reason of being “Updated for Accuracy“, and more fully described under items 27 to 28 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and are hereby approved.

 

5.5 To resolve that the substantive change to clause 7.1.7 of the IITPSA Memorandum of Incorporation, more fully described under item 29 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and is hereby approved.

 

5.6 To resolve that the substantive change to clause 7.2.3 of the IITPSA Memorandum of Incorporation, more fully described under item 30 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and is hereby approved.

 

5.7 To resolve that the substantive changes to clauses 7.3.1, 7.3.2 and 7.3.3 of the IITPSA Memorandum of Incorporation, more fully described under items 31 to 33 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and are hereby approved.

 

5.8 To resolve that the substantive change to clause 7.6.2  of the IITPSA Memorandum of Incorporation, more fully described under item 34 in the supporting document entitled ‘IITPSA Recommended MOI Changes 2020’, be and is hereby approved.

 

6. IITPSA Rules

 

To resolve that the amendments to “The Rules of IITPSA NPC”, as recommended by the Board, namely

‘Chairman’ is changed to ‘Chairperson’ for consistency. Professional CIO is inserted at clause 5.1.2. Clause 14.4 is deleted in accordance with the Board decision to move the Manco function into the Institute’s operations. The word “sub-Committee” is deleted from renumbered clauses 14.4, 14.5, 14.6 and 15 as the Board has only Committees, not Sub-committees. The words “or Manco members” are deleted from clause 15, in accordance with the deletion of clause 14.4. Clauses 21.1 up to 21.6 are deleted, as these functions and powers are documented in the Chapter Committee Terms of Reference governance document,

be and are hereby approved and that the revised and approved Rules, in their entirety, be accordingly lodged with the Companies Intellectual Property Commission.

Details

Date:
August 18
Time:
17:00 - 18:00
Event Categories:
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Venue

Online
The Internet