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14. GENERAL MEETINGS

14.1 Annual General Meeting: An Annual General Meeting of Members of the Institute shall be held in each year, on such date and at such time and place as the Council determines. The Annual General Meeting in each year shall be held not more than 15 months from the previous annual general meeting. Not less than 21 days before the Annual General Meeting the Council shall arrange for every Member to receive:

14.1.1 notice of the time and place of the Meeting; and

14.1.2 a statement of the business to be transacted at the Annual General Meeting including names and details of nominees for election to the Council.

14.2 Business at Annual General Meetings: The following business shall be transacted at an Annual General Meeting:

14.2.1 confirmation of the minutes at the previous Annual General Meeting;

14.2.2 presentation of the Annual Report of the Council;

14.2.3 presentation of the financial statement and Auditor's report for the preceding financial year;

14.2.4 appointment of an Auditor for the ensuing year;

14.2.5 appointment of scrutineers;

14.2.6 election of the Council; and

14.2.7 any other business as may be brought forward and deemed appropriate by the Chairperson of the meeting.

14.3 Special General Meetings:

14.3.1 In addition to the Annual General Meeting, Special General Meetings may be convened at any time.

14.3.2 A Special General Meeting shall be held only at the direction of the President or the Council or on a written request to the Council signed by not less than 20 Members.

14.3.3 Such direction or written request shall state the purpose for which the Special General Meeting is to be held and at the Special General Meeting (which shall be held within 28 days after receipt by the Council of such direction or request) no other business shall be conducted other than the business specified in the notice convening the meeting.

14.3.4 The Council shall send to every Member notice of the date, time, place and purpose of the Special General Meeting not less than 21 days prior to the date of the meeting.

14.4 Power of the Institute in General Meeting: The Institute in general meeting may exercise all powers, authorities and discretions of the Institute even if such power, authority or discretion has been vested in the Council pursuant to the Rules.

14.5 Quorum: The quorum at an Annual General Meeting or Special General Meeting shall be 20 Members present in person or by proxy. If a quorum is not present within half an hour from the time appointed for the holding of a general meeting, the meeting shall stand adjourned to such time and place as the Council shall determine. If at such adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the meeting the number of Members then present shall be a quorum.

14.6 Effects of Omissions to Give Notice: The accidental omission to give notice or the non-receipt of notice of a general meeting by any Member shall not invalidate the proceedings of any general meeting unless the Institute in general meeting determines otherwise.

14.7 Adjournment of General Meetings: The Chairperson may with the consent of a majority of those present at any general meeting, and shall if so directed by a majority of those present at the meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than business which was to be transacted at the meeting which was adjourned. If a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given in the same manner as set out in clauses 14.1 or 14.3 (as the case may be) of the Rules.

14.8 Voting: Voting at a general meeting shall be by show of hands and a declaration by the Chairperson of the meeting that the vote has been carried (whether unanimously or by a particular majority) or lost, unless a poll is directed by the Chairperson of the meeting or requested by any other Member present at the meeting and entitled to vote. A poll may only be directed or requested before the result of a vote has been declared by the Chairperson of the meeting. Any vote which, to be passed, requires the votes of two/thirds of the Members present in person or by proxy must be conducted by a poll. The entry in the minute book of the meeting that a vote has been carried (whether unanimously or by a particular majority) or lost shall be conclusive evidence of the fact of such vote without need for further proof of the number of votes in favour or against the resolution. At all general meetings, two scrutineers shall be elected for the period of that meeting by a show of hands. If Members are elected as scrutineers they shall retain any voting rights they have. In the case of an equality of votes whether on a show of hands or a poll, the Chairperson at the meeting shall be entitled to a second or casting vote.

14.9 Effect of Errors in Voting: If at a general meeting any votes are counted which should not (for whatever reason) have been counted the fact that the votes were counted shall not vitiate the resolution unless:

14.9.1 the fact that the votes were counted is drawn to the attention of the Chairperson of the meeting during the meeting; or

14.9.2 the resolution is a resolution which requires the vote of two-thirds of Members in order to be passed.

14.10 Election of the Council: To be eligible for election to the Council, a Member must have been nominated for election by a Member whose annual subscription fee has been paid or by a branch.

14.11 Retirement of Council: The Councillors shall retire immediately prior to the commencement of the Annual General Meeting but shall be deemed nominated for re-election unless they advise the Institute in writing that they are not available for re-election.

14.12 Poll: If there are more nominations than places available on the Council after election of the Members nominated by the Branches, the remaining Councillors shall be elected by poll.

14.13 Entitlement to Votes: Subject to clause 8.7 of the Rules, each Member present at a general meeting shall be entitled to one vote provided that no Member may vote if his or her annual subscription fee or any other money is due and owing to the Institute and unpaid. On any vote, each Member present and entitled to vote shall have his or her own vote and one vote for each proxy held.

14.14 Proxies: Only a Member may be appointed as a proxy for another Member. A proxy may only be appointed in writing in such form as the Council determines and must be signed by the Member appointing the proxy. The notice appointing the proxy must be given to the Council at least two working days prior to the date of the meeting. A vote given in accordance with the terms of a notice appointing a proxy shall be valid notwithstanding the previous death of the principal or the revocation of the proxy, unless previous written notice of the death or revocation has been given to the Institute.

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