Annual General Meeting
Annual General Meeting - 4 October 2022
The 2022 Annual General Meeting (AGM) of The Chartered Governance Institute (The Institute) was held in hybrid format at 17.30 hrs (local time) on Tuesday, 4 October 2022 at the Radisson Blue Waterfront (Harbour View Room), Cape Town, South Africa.
The business of the agenda were:
- To receive and consider the report of the Council on the business of the Institute for the year ended 30 June 2022.
- To receive comprehensive financial statements of the Institute for the year ended 30 June 2022.
- That, subject to such amendments as Her Majesty in Council may require, articles 4(c), 10, 12 and 20(b) of the Institute’s Charter be amended.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 5.1(a), 5.1(c), 5.3, 6.1(a), 6.2, 7.1(a), 7.1(b), 8.1, 9.4(a), 9.4(c), 1 and byelaws 66.1(c), 66.1(d), 67.1, 69, 69.1, 70, 70.1, 70.2, 70.3, 70.3(a), 70.3(b), 70.4, 70.5 and 80.2(a) (as renumbered) be amended to give effect to recent changes in the assessment methodology and language used for the Institute’s Qualifying Programme as well as changes to the criteria to qualify as a Fellow.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 10.1, 17.1, 19.2, 19.3, 20.1, 20.2, 20.4 and byelaw 63.1(e) (as renumbered) be amended to give effect to greater discretionary powers for Divisions.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 28.2, 28.3(a), 28.4, 28.5, 29.6, 30.1, 30.2, 30.3, 30.5(a), 30.5(b), 31.1 and byelaws 33.1, 33.2, 33.3, 36.3(a), 38.2(b), 38.6(a), 40.4, 41.4, 41.11, 42, 42.5, 42.6, 43.1, 43.2, 54.5, 60.3, 72.1(c), 72.4 (as renumbered) be amended; byelaws 30.8, 33.3, 59.4 be deleted and new byelaws 32 and 32.1 be added to give effect to changes around general meeting arrangements, general meeting quorums, electronic or hybrid meetings, the electronic distribution of documents and the electronic submission of proxies and or electronic votes.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 1(a), 45.1(a)(i), 48.1(a), 48.1(c)(i), 48.1(c)(ii), 48.2, 49.5 (as renumbered) be amended and byelaw 48.6 be deleted to give effect to changes to the composition of Council and Divisional Council representation.
- That, subject to the proposed amendments to the byelaws set out in Resolution 7 of this notice being approved, and subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 1, 52.1, 52.2, 53.1(b) and 56.1 (as renumbered) be amended to give effect to changes to members who can be appointed as alternates at Council meetings, members who can fill vacancies left by the departure of Council members and quorum of Council meetings.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 47.1, 47.2, 47.6, and 49.3(c) (as renumbered) be amended and byelaw 46.7 be deleted to give effect to changes to the period of office of the President, Past-President and Vice-Presidents.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 62.3, 62.4, 62.6, 62.10 (as renumbered) be amended and byelaw 61.11 be deleted to give effect to changes to the composition of Divisional Committees.
- That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 1.1, 9.5, 14.1, 18.5, 26.7, 26.7(a), 26.7(b), 26.7(c), 26.7 (d) 26.9, 1, 29.1(a), 29.4, 29.5 and byelaws 34.2(b), 61.1, 61.2, 61.3, 61.8, 61.9(c), 65.2 (a), 78.1, 82.2, 82.4(b), 82.5 (as renumbered) be amended; byelaws 11.3, 15.2 be deleted to give effect to a number of housekeeping changes, including Definitions.
- That, subject to such amendments as Her Majesty in Council may require, the Secretary shall be authorised to consecutively re-number the Institute’s byelaws as amended after voting on Resolutions 4 to 11 and update the internal cross-references correspondingly.
- That the Secretary be authorised to incorporate any amendments to the Charter as may be required by Her Majesty in Council which do not materially affect the intent and meaning of the proposed amendments to the Charter as set out in Resolution 3.
- That the Secretary be authorised to incorporate any amendments to the byelaws as may be required by Her Majesty in Council which do not materially affect the intent and meaning of the proposed amendments to the byelaws as set out in Resolutions 4 to 12.
Results
The vast majority of voting members approved all of the resolutions put forward at the AGM.
The following resolutions were voted on by way of a poll.
|
|
For |
Against |
Withheld |
Total |
|
Resolution 1 |
107 |
2 |
0 |
109 |
|
Resolution 2 |
107 |
1 |
1 |
109 |
|
Resolution 3 |
106 |
4 |
0 |
110 |
|
Resolution 4 |
106 |
4 |
0 |
110 |
|
Resolution 5 |
106 |
2 |
2 |
110 |
|
Resolution 6 |
109 |
1 |
0 |
110 |
|
Resolution 7 |
106 |
4 |
0 |
110 |
|
Resolution 8 |
104 |
3 |
2 |
110 |
|
Resolution 9 |
106 |
3 |
0 |
109 |
|
Resolution 10 |
106 |
2 |
1 |
109 |
|
Resolution 11 |
106 |
2 |
0 |
108 |
|
Resolution 12 |
105 |
2 |
1 |
108 |
|
Resolution 13 |
104 |
2 |
1 |
107 |
|
Resolution 14 |
105 |
2 |
0 |
107 |
Cynthia Mora-Spencer ACG
Institute Secretary