(Life Members only)
NOTICE OF ANNUAL GENERAL MEETING
Dear Life Members
Notice is hereby given that the Pretoria Boys High School Old Boys’ Association will hold its Annual General Meeting at the Pretoria High School Old Boys Club, Hofmeyr Park, Lynnwood, Pretoria on Thursday, 21 July 2022 at 18:00 and will also be streamed using Cisco WebEx.
AGENDA
- Notice convening the meeting
- Apologies
- Minutes of the Annual General Meeting held on 16 September 2020
- Matters arising from the minutes
- Annual report
- Presentation of Annual Financial Statements for FY18, FY19 and FY20
- Resolutions
a. Election of Directors – Ordinary resolution OR2207-001
b. Such others of which notice may be given
Note: Resolutions must be submitted in writing and must reach the Association Office seven days before the meeting. - Appointment of the Auditors and fixing of their remuneration
- General
Date: 21 July 2022 | Time: 18:00
Address: Hofmeyr Park, 378 Queen Crescent, Lynnwood, Pretoria
IMPORTANT NOTICE REGARDING VOTING RIGHTS
Attention is drawn to the considerations related to voting rights and the distinction between Voting and Non-Voting Members in the Memorandum of Incorporation. The Memorandum of Incorporation is available for download on AlumNet https://pbhsoba.alumnet.co.za/Media/41/6
In terms of clause 15.1.1.1 of the Memorandum of Incorporation, Voting Members are defined as being Life Members In Good Standing (as defined), who have updated their personal details … within 12 (twelve) months of any Members’ Meeting but not less than 14 days prior to any such Members’ Meeting. Any Members who has not done so will automatically become Non-Voting Members for the purposes of the 2022 AGM.
Members who have not updated their contact details in the last 12 months are therefore encouraged to update their details on AlumNet on or before 7 July 2022. Where the current details captured on AlumNet are correct and no updates are required, please still log into the AlumNet system, access your Profile and set your Election for Voting Rights as evidence of interaction with the system (unfortunately the system requires at least some form of interaction to capture activity).
Personal details and elections for Voting Rights should be updated on AlumNet which can be accessed using the following link: https://pbhsoba.alumnet.co.za
Should you (i) require additional information on the process for determining voting rights, (ii) have any difficulties logging into AlumNet and / or (iii) updating your details, please contact either the Association Chairman on chairman@pbhsob.com or the Association Office on info@pbhsob.com, 012 460 2246 x200 or 072 080 2268.
ELECTION OF DIRECTORS
Section 21 of the Memorandum of Incorporation prescribes that:
• that there shall be a minimum of 5 (five) Directors and a maximum of 11 (eleven) Directors, including the appointed ex officio Director; and
• the term of an elected Director of the Company shall not exceed 3 (three) years, it being a requirement … that at least 3 (three) Directors should resign at the AGM each year and an election be held to replace those resigning Directors.
Notice is hereby given that the following Directors have resigned since the previous AGM and will not be available for re-election:
• Mr Nicholas Alton, Honorary Treasurer and serving on the Finance Committee; and
• Mr Eduard Penzhorn, Vice-Chairman of the Association and serving on the Social, Ethics and Compliance Committee.
In addition to the above, the following Directors will be resigning at the AGM in accordance with Section 21 of the Memorandum of Incorporation, but have made themselves available for re-election at the AGM in addition to any additional nominations received for the vacancies:
• Mr Kyriacos Floudiotis, serving on the Club Committee and Benefits Committee; and
• Mr James Lourens, serving on the Flats Committee.
Any nominations put forward by a Voting Member should be to fill one of the 4 (four) vacancies arising. Each Voting Member may nominate 1 (one) person to be elected as a Director per vacancy. Due to the restriction on the number of elected Directors prescribed by the Memorandum of Incorporation, only 4 (four) Directors will be elected at the AGM.
• Honorary Treasurer: The Honorary Treasurer is responsible for the financial oversight of the Association and all committees,and chairs the Finance committee. Duties include the preparation and review of monthly management accounts, the annual financial statements, the annual budget and other financial plans, and the review and approval of Association receipts and disbursements.
• Flats committee member: The Flats committee is responsible for the protection, optimisation and maintenance of the flats facilities at Hofmeyr Park and the resultant income stream which is the Association’s primary source of revenue. Duties include oversight of the flats Caretaker and other staff, planning and undertaking routine maintenance of and upgrades to the facilities, oversight of the rental collection through correspondence with the agent, and overseeing health, safety and security matters for the facilities.
• Benefits committee member: The Benefits committee is responsible for understanding and adapting to the ever-changing needs and expectations of the Association’s Life Members in order to ensure that the Association remains relevant to its Members and continues to attract, manage and retain the strong member base. Duties include actively marketing the Association membership, driving events and expanding on regional branch activities.
• Social, ethics and compliance committee member: The SECC is responsible for ensuring that the Association adheres to the principles of sound corporate governance and overseeing matters of ethics and legislative compliance. Duties include developing and maintaining codes of best practice and monitoring and reporting on the Association activities in terms of matters of compliance and the adherence to governance principles.
Nominations should be submitted to the Association Office at info@pbhsob.com on or before Thursday, 14 July 2022 using the prescribed Association nomination form available for download on AlumNet via https://pbhsoba.alumnet.co.za/Media/41/4
ATTENDANCE VIA CISCO WEBEX
This year’s AGM will also be streamed using Cisco WebEx and Voting Members attending electronically will also be eligible to participate in the AGM and vote on any proposed Resolutions to be taken at the AGM.
Details to access the meeting electronically will be circulated prior to the AGM.
PROXIES
The Board of Directors encourages all Voting Members to either attend the meeting in person (either physically or electronically) or to submit a proxy indicating their vote. Should you be unable to identify another Voting Member to attend the meeting and vote on your behalf, you may appoint the Association Chairman as your proxy.
The proxy form for the meeting is available here https://pbhsoba.alumnet.co.za/Media/41/5. An updated proxy form addressing the specific Resolutions (including the election of nominated Directors) will also be made available by Friday, 15 July 2022.
Kindly return the completed form to info@pbhsob.com as soon as possible. For administrative purposes, the cut-off time for returned proxy forms and apologies is 17:00 SAST on Tuesday, 19 July 2022.
QUORUM REQUIREMENTS
Regarding the meeting quorum requirements, Section 64 of the Companies Act, 2008 states that a shareholders meeting may not begin until sufficient persons are present at the meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of at least one matter to be decided at the meeting.
Further attention is drawn to sections 64(4) and 64(8) of the Companies Act, 2008:
64(4)(a) If, within one hour after the appointed time for a meeting to begin, the requirements [for a quorum] for that meeting to begin have not been satisfied, the meeting is postponed without motion, vote or further notice, for one week.
64(8) If, at the time appointed in terms of this section for a postponed meeting to begin, the requirements [for a quorum] have not been satisfied, the members of the company present in person or by proxy will be deemed to constitute a quorum.
Therefore, should the AGM on 21 July 2022 not be quorate, the meeting will be postponed for one week, to 28 July 2022.
Should the meeting be postponed, the Voting Members present in person or by proxy at that postponed meeting will constitute a quorum and the AGM will continue.
AGM DOCUMENTS
The following documents will be distributed to the Life Members five days prior to the AGM:
• copies of the Annual Financial Statements for FY18, FY19 and FY20;
• details of the nominations received in respect of the election of Directors for the vacancies on the Board;
• a copy of the proposed Resolution to elect Directors for the vacancies on the Board based on the nominations received; and
• a copy of any other proposed Resolution of which the Company has received notice.
Should any Life Member have any difficulty obtaining a copy of any of the aforementioned documents or have any further queries, please contact the Association office for assistance.
Sally De Beer
Association Office Secretary
info@pbhsob.com
012 460 2246 x200
072 080 2268