SATSA 2023 AGM

NOTICE 

On behalf of the SATSA Chapter Chairs and SATSA Board, a 21-day notice is hereby given of the Chapters and National Annual General Meetings (AGM) on 23 August 2022 at 10h00. As was decided in 2020, the Board determined to combine the National and Chapter AGMs and for the meeting to take place virtually.

DISTRIBUTION OF NOTICE  

This notice of the AGM is being distributed via the SATSA website and by electronic mail to all members of SATSA as per their officially submitted company contact details.

PURPOSE OF MEETING  

The purpose of the AGMs is to transact the business as set out in the agenda.

AGM ATTENDANCE  

All SATSA Members are entitled to attend the meeting, regardless of whether they are members in good standing. Good standing refers to membership fees being fully paid, and annual reviews completed for the 2023 year as at the record date.

RECORD DATE  

The record date refers to the date established under section 59 on which a company determines the identity of its Members. The 2023 record date will be 18 August 2023. This date will be used to determine which members are entitled to vote at this AGM.

VOTING AND PROXY  

Voting for Chapter AGMs can be done by main members, subsidiaries and divisions in good standing. For the National AGM, only main members (excluding subsidiaries and divisions) in good standing are entitled to vote. Each Voting Member shall have 1 vote, whether in person via its Voting Representative, its Member's Representative, or its Proxy.

During the SATSA annual review process, all members are required to register their Company Voting Representative as part of the online review. This is the person nominated by the company who is responsible for voting at SATSA meetings.

Please view the SATSA Member Directory (below) to determine your eligibility to vote. 

• Member's Representative 

Should the Voting Representative, as registered during the SATSA annual review, not be able to attend, he/she may appoint a Member's Representative within the employment of the company to attend, speak and vote in their stead. Click here to download the Member's Representative Form.

The Member's Representative Form must be submitted electronically to Hannelie@satsa.co.za, by 15:00 on 21 August 2023, failing which it shall not be treated as valid.

• Proxy  

Should the member company not be able to attend they are entitled to appoint a proxy (another SATSA member) to attend, speak and vote in their stead, provided the proxy member is in good standing (i.e., has completed the SATSA online annual review and has paid annual membership fees). Click here to download the Proxy Form.

The Proxy Form must be submitted electronically to Hannelie@satsa.co.za, by 15:00 on 21 August 2023, failing which it shall not be treated as valid.

VERIFICATION OF RIGHT TO ATTEND MEETING  

A person wishing to attend or participate in a members' meeting (whether as a Member's Representative or by Proxy), must be able to present reasonably satisfactory identification to the SATSA Secretariat (as nominated by the Chairperson in this instance) should they be asked to do so. The SATSA Secretariat must be reasonably satisfied that the right of the person to attend and vote has been reasonably verified.

The following forms of identification shall be 'reasonably satisfactory': a valid identity document, driver's licence, or passport (or a certified copy of any of these documents), accompanied by the instrument appointing the Members' Representative or Proxy. If the identification process is not completed by the time that the meeting is scheduled to begin, then the commencement of the meeting shall be delayed until the identification process is complete.

QUORUM  

A quorum at any General Meeting shall be constituted by at least 10% of the Voting Members, either present in person or represented by proxy.

APPROVALS REQUIRED FOR RESOLUTIONS  

As per the SATSA Memorandum of Incorporation (MOI), the following is required for resolutions: 

• Special Resolutions  

Special resolutions contained in this notice of AGM require the approval of at least 67% of the total votes cast on the resolutions by members present or represented by proxy at the AGM.

• Ordinary Resolutions  

Approvals required for ordinary resolutions contained in this notice of AGM, require the approval of more than 50% of the total votes cast on the resolutions by members present or represented by proxy at the AGM.

MATTERS ARISING / PROPOSALS BY MEMBERS 

Any Voting Member shall be entitled to propose matters for resolution in respect of which it is entitled to exercise voting rights and may require that such a resolution be considered at a meeting of Voting Members.

For such a resolution to be considered, it must be submitted by the Member at least 7 days prior to the meeting at which it is due to be considered, in this instance being 16 August 2023.

ANNEXURES

Annexure A = Member's Representative Form

Annexure B = Proxy Form

Annexure C = Draft SATSA National AGM Minutes 2022

Annexure D = Draft SATSA MOI

Annexure E = SATSA Adventure Tourism Code of Good Practice Checklist

Annexure F = Chapter Committee Nomination Form 

Annexure G = Board Nomination Form 

Annexure H = 2022 Draft Annual Financial Statements (to be shared with members prior to the AGM)

Annexure I = 2023 Auditors Quote (to be shared with members prior to the AGM)