SOUTHERN AFRICAN MUSIC RIGHTS ORGANISATION NPC
(Registration No. 1961/002506/08)
(“SAMRO” or “the Company”)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (EGM) of the members of SAMRO will be held on Friday 19 October 2018, at 10h00, in the Auditorium at SAMRO Place, Ground Floor, 20 De Korte Street, Braamfontein, Johannesburg.
PURPOSE OF THE MEETING
The sole purpose of convening this EGM, separately from the Annual General Meeting, is to give the members of SAMRO an opportunity to vote in respect of proposed changes to the Membership Rules and provide an update on the progress following the release of the UAE (AEMRO) forensic report.
1. BUSINESS TO BE CONDUCTED:
1.1.2. Voting on the promotion to new membership categories
1.1.3. Voting on the full membership points allocation
1.1.4. Voting on Board composition and structure.
1.2. Public domain works (DP)
1.2.1 Voting on the treatment of arrangements of Public Domain works
1.3. Update on the developments following presentation the UAE (AEMRO) forensic report
Members will be requested to consider and, if deemed fit, to pass, with or without modification, the following PROPOSED resolutions:
2.1. PROPOSED RESOLUTION 1: Categories of membership
2.1.1. Annexure A
2.2. PROPOSED RESOLUTION 2: Promotion to new membership categories
2.2.1. Annexure B
2.3. PROPOSED RESOLUTION 3: Full membership points allocation
2.3.1. Annexure C options 1 - 3
2.4. PROPOSED RESOLUTION 4: Board composition and structure
2.4.1. Annexure D
2.5. PROPOSED RESOLUTION 5: Treatment of arrangements of Public Domain (DP) works.
2.5.1. Annexure E
2.6. Tabled on Annexures
3. VOTING & PROXIES
SAMRO members are entitled to attend and vote at the extraordinary general meeting of the Company. Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company’s register of members at 11:30 South African time on 19 October 2018. As at previous EGMs, voting on each resolution will be conducted in accordance with the EGM. All the votes of those present will be counted and added to those received by proxy. If you have already voted by proxy you can still attend and vote on the day at the EGM. This vote will replace any vote previously lodged. The voting results will be released at http://www.samro.org.za/ as soon as practicably possible following the meeting
3.2.1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, speak and to vote in its stead, by completing the proxy form attached hereto and delivering such proxy form to the registered office of SAMRO.Proxy forms must be forwarded (if signed in a representative capacity, together with the power of attorney or other authority, or a notarial copy thereof) to reach the registered office of SAMRO not later than the 12th October 2018.
3.2.2. In accordance with section 63(1) of the Companies Act, please note that all members of SAMRO participating in the meeting, and/or their duly appointed proxies, must provide satisfactory identification to SAMRO upon arrival at the meeting. In this regard, subject to the chairperson’s discretion, generally only a valid green bar-coded South African Identity Book, a valid South African Identity Card, a valid passport or a valid driver’s licence shall constitute satisfactory identification. The representative of a juristic member must provide satisfactory proof of his/her authorisation to represent such juristic member, in the chairperson’s discretion.
3.2.3. If no quorum is present within half an hour of the time for commencement of the EGM on 19 October 2018, the board of directors has determined (in accordance with clause 14.19 of SAMRO’s Memorandum of Incorporation) that the meeting shall stand adjourned to 10h00 on 26 October 2018 at the same location and, if at such reconvening of the adjourned meeting a quorum is not present by 10h30, then any number of members present (in person or by proxy) shall constitute a quorum.
4.1. Members who would like to suggest resolutions above and beyond those tabled from the Round Table discussions should note that SAMRO will accept resolutions until 16:00PM on the 05th October 2018. Please note all suggested resolutions need to be qualified and substantiated by the member. Where suggested resolutions are not accepted, the member will be notified of the reasons for the non-acceptance before the meeting.
4.2. Suggested resolutions may be submitted at email@example.com.
4.3. SAMRO will be making use of an Independent facilitator for the proceedings of the EGM.
4.4. A member from the IEC will be present to verify voting proceedings.
4.5. No weapons will be allowed on the premises.
4.6. SAMRO is a non-sexist, non-racist and non-violent environment. All members are required to conduct themselves accordingly. We aspire to create a safe, inclusive, supportive and harassment-free environment.
4.7. We expect everyone who uses our physical or online spaces — whether they’re a member, guest or program participant — to follow our Code of Conduct attached as Annexure F.
4.8. Any member or other person who violates this Code of Conduct may be sanctioned or expelled at the discretion of the SAMRO directors and administrators of the meeting.
5. RECORD DATE
5.1. The Record Date for the meeting shall be 19 October 2018
5.2. The annexures to this notice form part of the notice and are incorporated by reference. The information in this notice and the annexures do not constitute legal or professional advice and if you are in any doubt as to the action you should take and the consequences, please consult your accountant, attorney or tax expert.
Only SAMRO elected Members may attend the EGM.
By order of the Board.
01 September 2018