Institute Annual General Meeting 2019

Notice of Annual General Meeting

Notice is hereby given that the 2019 Annual General Meeting of The Institute of Chartered Secretaries and Administrators (The Institute) will be held at 18.00hrs (local time) on Tuesday, 1 October 2019 at the Regatta Room D of the Pullman Hotel, Corner of Waterloo Quadrant and Princes Street, Auckland, New Zealand to transact the following business:

  1. To receive and consider the report of the Council on the business of the Institute for the year ended 30 June 2019 as set out in Appendix A to this notice.
  2. To receive comprehensive financial statements of the Institute for the year ended 30 June 2019 as set out in Appendix B to this notice.
  3. That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 44.1(b and c), 46.1 and 46.5 be amended to give effect to minor changes to the composition of the Council, as set out in Part 1 of Appendix C to this notice.
  4. That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 47.1(d), 48.2, 48.4 and 48.5 be amended, byelaw 48.3 be deleted and new byelaws 46.6, 48.5 and 48.6 be added to give effect to changes to the period of office for members of the Council as well as byelaw 49.3 be amended to address appointment of alternate members to Council, as set out in Part 2 of Appendix C to this notice.
  5. That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaw 60.8 be amended to give effect to removal of a redundant reference to a company that was associated with the Institute, as set out in Part 3 of Appendix C to this notice.
  6. That, subject to such amendments as Her Majesty in Council may require, the Institute’s byelaws 61.4, 61.5, and 61.10 be amended and new byelaw 61.8A be added to give effect to divisional committees’ governance operating more consistently with the Council, as set out in Part 4 of Appendix C to this notice.
  7. 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 and 6) and update the internal cross-references correspondingly, as set out in Appendix D to this notice.
  8. 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 3 to 6.

By order of the Council of the Institute.

Cynthia Mora Spencer ACIS
Institute Secretary
22 August 2019

Notes not forming part of the resolutions:

  1. The Council of the Institute has appointed Lumi as scrutineers of the annual general meeting for the purposes set out in the byelaws.
  2. In order to be passed, resolutions 1 and 2 require a simple majority of the members voting (e-voting, in person or by proxy) on a poll taken in such a manner as the person chairing the meeting directs.
  3. In order to be passed, resolutions 3, 4, 5, 6, 7 and 8 require a majority of not less than two-thirds of the members voting (e-voting, in person or by proxy) on a poll taken in such a manner as the person chairing the meeting directs.
  4. A member entitled to attend and vote at the meeting may appoint a proxy to attend, speak and vote on their behalf. A proxy must be a member of the Institute who is entitled to vote.

Explanatory notes

Explanation of the recommended amendments to the byelaws

There are a number of changes in the recommended amendments to the byelaws. These are:

  • Minor changes to the composition of Council
  • Governance changes to the period of office for members of Council and alternate Council members
  • Deletion of a now redundant reference to a company that was associated with the Institute
  • Governance changes for divisional committees to operate more consistently with Council

Explanation of amendments to the byelaws that Members are requested to approve are as follows:

  1. To amend byelaws 44.1 (b) and (c) as well as 46.1 so that Honorary Officers and Past Presidents are subject to new period of office requirements prescribed by byelaw 46.6 and 48.3. In addition, a minor amendment to byelaw 46.5 to correct an error.
  2. To amend byelaws 47.1(d), 48.2, 48.4 and 48.5 as well as delete byelaw 48.3 and add new byelaws 46.6, 48.5 and 48.6 so that periods of office for membership of Council are more in line with current governance practice. Under the proposed changes Council members can be elected for two terms of three years each unless they are elected as an honorary officer.
  3. To amend byelaw 49.3 to address notice periods for appointment of alternate Council members.
  4. To amend byelaw 60.8 to remove reference to ICSA Software International Limited, including successor companies, as the company is no longer associated with the Institute.
  5. To amend byelaw 61.4, 61.5 and 61.10, as well as the addition of new byelaw 61.8A, so that governance practices of divisional committees are more aligned with Council; in particular in regard to a minimum number of members of divisional committees and consistency of elected members of divisional committees with any directors of locally incorporated service companies.

Further explanations

Members can access a document showing the changes to the Charter and byelaws at www.icsaglobal.org/proposed-term-limits.

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