Institute Annual General Meeting 2019

Results of AGM

Annual General Meeting - 1 October 2019 Results

The 2019 Annual General Meeting of The Chartered Governance Institute UK & Ireland (the Institute) was 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.

The business of the agenda were:

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.

Results

The vast majority of voting members approved all of the resolutions put forward at the annual general meeting.

Notice of AGM

Notice is hereby given that the 2019 Annual General Meeting of The Chartered Governance Institute UK & Ireland 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.