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IITPSA National AGM 2021
August 24, 2021 @ 17:00 - 18:00
Notice of the 2021 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, 24 August 2021 at 17h00.
This notice of the annual general meeting has been distributed by electronic mail to all members of IITPSA (Institute of Information Technology Professionals South Africa), as at the record date (which is 30 July 2021). This notice should be read in conjunction with the IITPSA’s audited annual financial statements for 2021, notice of 2021 nominations of board members, IITPSA Memorandum of Incorporation and IITPSA Rules and proposed changes thereto.
NOTE: All supporting documents for the 2021 IITPSA National AGM may be accessed here.
Notice is hereby given that the 2021 Annual General Meeting of the members of IITPSA NPC will be held at 17h00 on Tuesday, 24 August 2021 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 30 July 2021) will be eligible to vote.
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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. |
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Registration to attend the AGM closes at 17h00 on Friday 20 August 2021.
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Please click here to RSVP to virtually attend and participate in the AGM, or to submit a Proxy nomination…
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A. Ordinary business
Considering and, if deemed fit, passing, with or without modification, ordinary resolutions 1, 1.1 and 2 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.
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1. Notice, 2020 AGM minutes, directors’ report and auditors’ report. To resolve that the notice of the annual general meeting, the minutes of the 2020 AGM and the directors’ report and auditors’ report on the annual financial statements for the year ended 28 February 2021 be taken as read.
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1.1 2020 AGM Minutes. To resolve that the minutes of the 2020 IITPSA Annual General Meeting be and are hereby approved as an accurate reflection of that meeting.
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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 28 February 2021 be accepted, including the reports of the directors and auditors thereon.
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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.
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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).
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4. 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 eleven non-executive directors and one executive director.
There are two vacancies on the Board to be filled at this AGM. Three 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, and have been reviewed, on behalf of the Board, by the IITPSA Nominations Committee.
The Board has resolved to present these three nominations to the voting membership body of the Institute, requesting that they consider and elect two of the three following candidates to serve as non-executive directors on the IITPSA Board for the next term. This will keep the Board at its maximum complement of twelve board members, eleven of whom are Non-Executive Directors.
| Candidate 1: To elect Prof. Lynn Futcher  |
Candidate 2: To elect Mr. Johan Steyn  |
Candidate 3: To elect Ms. Josine Overdevest  |
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A brief biography of each candidate is accessible on the AGM supporting documents page (see link above)
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B. Special Resolutions
Considering and, if deemed fit, passing, with or without modification, special resolutions 5.1 to 5.2 and 6.1 to 6.5 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.
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5. IITPSA Memorandum of Incorporation and Rules of the IITPSA
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5.1 To resolve that the updates to the IITPSA Memorandum of Incorporation, changing all references to “Code of Conduct” to “IITPSA Code of Ethics”, and changing all references to “Code of Practice” to “IITPSA Code of Good Practice” as more fully described under item 1 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.
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5.2 To resolve that the updates to the Rules of the IITPSA, changing all references to “Code of Conduct” to “IITPSA Code of Ethics”, and changing all references to “Code of Practice” to “IITPSA Code of Good Practice” as more fully described under item 2 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.-
6. Rules of the IITPSA (Classes of Membership – Non-Voting)
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6.1 To resolve that the updates to the Rules of the IITPSA, deleting the definitions of “Corporate member” and “Institutional member” from Clause 1, more fully described under item 3 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.
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6.2 To resolve that the updates to the Rules of the IITPSA in respect of “Classes of Membership”, specifically Clause 5.2 and sub-clauses 5.2.3, 5.2.4 and new sub-clause 5.2.5, more fully described under items 4 to 7 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.
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6.3 To resolve that the updates to the Rules of the IITPSA in respect of “Institutional Members” changing to “Educational Institution” – Clause 7 and sub-clauses 7.1 and 7.2, more fully described under item 8 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.
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6.4 To resolve that the updates to the Rules of the IITPSA in respect of “Corporate Members” changing to “Small Business Enterprise” – Clause 8 and sub-clauses 8.1, 8.2 and 8.3, more fully described under item 9 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.
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6.5 To resolve that the updates to the Rules of the IITPSA in respect of the addition of a new Clause 9, and sub-clauses 9.1 and 9.2, referring to the addition of the membership category “Supporting Partner”, and the consequent renumbering of the Clauses previously numbered from 9 to 23 to Clauses 10 to 24, more fully described under item 10 in the supporting document entitled ‘IITPSA Recommended MOI and Rules Changes 2021‘, be and are hereby approved.
