PROCEEDINGS OF TRUSTEES. In respect of all meetings of the Trustees: 6.1 any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days written notice to all Trustees, or such shorter notice as may be agreed by all the Trustees in writing. The Trustees shall meet at least once a year; 6.2 the Trustees shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit; 6.3 the Trustees may participate in a meeting of the Trustees by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other and any such participation in a meeting shall constitute presence in person at the meeting; 6.4 the Trustees shall from time to time, elect a chairman of the Trustees to hold office for such period/s as they may determine. Such chairman shall chair all meetings of Trustees. However, if for any reason the chairman is not able to attend a meeting, the Trustees present at that meeting may elect a Trustee from their number as chairman for that meeting; 6.5 save for the First Trustee, a majority of the Trustees shall constitute a quorum at meetings of the Trustees provided that such majority of Trustees includes 1 (one) Trustee appointed in terms of clause 5.2.1.1 and 1 (one) Trustee appointed in terms of 5.2.1.2; 6.6 save as may be expressly provided otherwise in this Trust Deed or the Statutes, decisions to be taken by the Trustees present at a meeting of Trustees shall take place by majority vote; 6.7 a resolution in writing signed by all the Trustees shall be valid and effectual as if it had been passed at a meeting of the Trustees duly called and constituted, and such resolution may be signed in counterparts; 6.8 Harmony’s company secretary will act as the Secretary of the Trust who shall keep written minutes of the Trustee meetings and to minute all resolutions passed by the Trustees; and 6.9 the Trustees are entitled to authorise 1 (one) Trustee or the Secretary of the Trust to sign on behalf of the Trustees all documents for official purposes which are necessary for the administration of the Trust and for the execution of any transaction concerned with the affairs of the Trust, and any resolution which is certified by 1 (one) Trustee or the Secretary of the Trust, as a true extract from the minutes of a particular resolution of all the Trustees, has in every respect the legal validity of a resolution signed by all the Trustees.
Appears in 1 contract
PROCEEDINGS OF TRUSTEES. In respect of all meetings of the Trustees:
6.1 any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days written notice to all Trustees, or such shorter notice as may be agreed by all the Trustees in writing. 14.1 The Trustees shall meet at least once a year;
6.2 the Trustees shall may meet together for the dispatch despatch of business, adjourn and otherwise regulate their meetings as they deem think fit;, subject to any provisions of this Constitution.
6.3 14.2 During the Trustees may participate in a meeting of Development Period the Trustees by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other and any such participation in a meeting shall constitute presence in person at the meeting;
6.4 the Trustees shall from time to time, elect a chairman of the Trustees to hold office for such period/s as they may determine. Such chairman shall chair all meetings of Trustees. However, if for any reason the chairman is not able to attend a meeting, the Trustees present at that meeting may elect a Trustee from their number as chairman for that meeting;
6.5 save quorum necessary for the First Trustee, a majority holding of any meetings of the Trustees shall constitute be two Trustees, present personally at least one of whom must be a nominee of the Developer and
14.3 after the Development Period such quorum at shall be a majority of Trustees present personally.
14.4 Any resolution of the Directors of the BOA shall be carried on a simple majority of all votes cast; provided that during the Development Period if the nominee(s) of the Developer vote against a resolution it shall be defeated and if he/they vote in favour of the resolution it shall be carried irrespective of the other votes for and against the resolution.
14.5 In the case of an equality of votes for and against any resolution, the resolution shall be deemed to have been defeated.
14.6 The Trustees shall cause minutes to be kept of every Trustee’s meeting, which minutes shall, without undue delay after the meeting has closed, be reduced to writing and certified correct by the Chairman. All minutes of Trustees' meeting shall, after certification, be placed in a Trustees minute book to be kept in accordance with the provisions of the law relating to the keeping of minutes of meetings of the Trustees. The Trustees' minute book shall be open for inspection at all reasonable times by any Trustee, the Auditors and the Members.
14.7 Save as provided in these presents, the proceedings of any Trustees' meeting shall be conducted in such reasonable manner and form as the Chairman of the meeting shall decide.
14.8 Resolutions and decisions of the Trustees provided that such majority of Trustees includes 1 (one) Trustee appointed in terms of clause 5.2.1.1 and 1 (one) Trustee appointed in terms of 5.2.1.2;
6.6 save as may be expressly provided otherwise in this Trust Deed or the Statutes, decisions to be taken and passed and acted upon when so authorised and approved by the Trustees present at a meeting of Trustees shall take place by majority vote;round xxxxx resolution.
6.7 a 14.9 A resolution in writing signed by all the Trustees shall be valid and effectual in all respects as if it had been duly passed at a meeting of the Trustees duly called and constituted, and such resolution may be signed in counterparts;
6.8 Harmony’s company secretary will act as the Secretary Directors of the Trust who shall keep written minutes of the Trustee meetings and to minute all resolutions passed by the Trustees; and
6.9 the Trustees are entitled to authorise 1 (one) Trustee or the Secretary of the Trust to sign on behalf of the Trustees all documents for official purposes which are necessary for the administration of the Trust and for the execution of any transaction concerned with the affairs of the Trust, and any resolution which is certified by 1 (one) Trustee or the Secretary of the Trust, as a true extract from the minutes of a particular resolution of all the Trustees, has in every respect the legal validity of a resolution signed by all the TrusteesBOA.
Appears in 1 contract
Samples: Agreement of Sale
PROCEEDINGS OF TRUSTEES. In respect 6.1 Subject to clause 7 and to provisions of all this deed requiring more than a simple majority for decisions of the Trustees, the decision of a majority of Trustees shall be deemed to be the decision of all. Each Trustee shall have one vote. If votes are equally divided, the Protector shall act as referee and his decision shall be final.
6.2 The Trustees shall proceed with dispensing of their duties as Trustees adhering to the following principles –
6.2.1 Reasonable notice shall be given of meetings of the Trustees:
6.1 any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days written notice to all Trustees, or such shorter notice as may be agreed by all the Trustees in writing. The Trustees shall meet at least once a year;
6.2 the 6.2.2 The Trustees shall meet together for the dispatch of business, adjourn and and, subject to clause 6.2.1, otherwise regulate their meetings as they deem think fit;
6.3 the 6.2.3 The Trustees may participate in a meeting of the Trustees by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other and any such participation in a meeting shall constitute presence in person at the meeting;
6.4 the Trustees shall from time to time, time elect a chairman of the Trustees to hold office for such period/s period or periods as they may determine. Such chairman shall chair all ;
6.2.4 At meetings of Trustees. However, if for any reason the chairman is not able to attend a meeting, the Trustees present at that meeting may elect a Trustee from their number as chairman for that meeting;
6.5 save for the First Trustee, a majority of the 2 (TWO) Trustees shall constitute a quorum at meetings of the Trustees provided that such majority of Trustees includes 1 (one) Trustee appointed in terms of clause 5.2.1.1 and 1 (one) Trustee appointed in terms of 5.2.1.2quorum;
6.6 save as may be expressly provided otherwise in this Trust Deed or the Statutes6.2.5 A Trustee may, decisions subject to be taken by the Trustees present clause 6.2.1, at any time summon a meeting of Trustees;
6.2.6 The Trustees shall take place by majority vote;meet at least twice per annum.
6.7 a 6.3 A resolution in writing signed by all Trustees who are in the Trustees Republic (or, in the case of an absent Trustee, his alternate, if he has one who is in the Republic) and in any case sufficient to constitute a quorum at a meeting shall be valid and effectual as if it had has been passed at a meeting of the Trustees duly called and constituted.
6.4 The Trustees shall have the power to delegate any of their powers to committees constituting at least one, and such resolution may be signed in counterparts;or more Trustees.
6.8 Harmony’s company secretary will act as the Secretary of the Trust who 6.5 The Trustees shall keep written minutes of the Trustee their meetings in writing and to minute all resolutions passed by the Trustees; and
6.9 the Trustees are entitled to authorise 1 (one) Trustee or the Secretary of the Trust to sign on behalf of the Trustees all documents for official purposes which are necessary for the administration of the Trust and for the execution of any transaction concerned with the affairs of the Trust, and any resolution which is certified by 1 (one) Trustee or the Secretary of the Trust, as a true extract from the minutes of a particular resolution of all the Trustees, has in every respect the legal validity of a resolution signed by all the Trusteesshall be duly minuted.
Appears in 1 contract
Samples: Trust Deed
PROCEEDINGS OF TRUSTEES. 11 – In respect of all meetings of the Trustees:
6.1 any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days written notice to all Trustees, or such shorter notice as may be agreed by all the Trustees in writing. The Trustees shall meet at least once a year;
6.2 the Trustees shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit;
6.3 the Trustees may participate in a meeting of the Trustees by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other and any such participation in a meeting shall constitute presence in person at the meeting;
6.4 the Trustees shall from time to time, elect a chairman of the Trustees to hold office for such period/s as they may determine. Such chairman shall chair all meetings of Trustees. However, if for any reason the chairman is not able to attend a meeting, the Trustees present at that meeting may elect a Trustee from their number as chairman for that meeting;
6.5 save for the First Trustee, a majority of the Trustees shall constitute a quorum at meetings of the Trustees provided that such majority of Trustees includes 1 (one) Trustee appointed in terms of clause 5.2.1.1 and 1 (one) Trustee appointed in terms of 5.2.1.2;
6.6 save as may be expressly provided otherwise in this Trust Deed or the Statutes, decisions to be taken by the Trustees present at a meeting of Trustees shall take place by majority vote;
6.7 a resolution in writing signed by all the Trustees shall be valid and effectual as if it had been passed at a meeting of the Trustees duly called and constituted, and such resolution may be signed in counterparts;
6.8 Harmony’s company secretary will act as the Secretary of the Trust who shall keep written minutes of the Trustee meetings and to minute all resolutions passed by the Trustees; and
6.9 the Trustees are entitled to authorise 1 (one) Trustee or the Secretary of the Trust to sign on behalf of the Trustees all documents for official purposes which are necessary for the administration of the Trust and for the execution of any transaction concerned with the affairs of the Trust, and any resolution which is certified by 1 (one) Trustee or the Secretary of the Trust, as a true extract from the minutes of a particular resolution of all the Trustees, has in every respect the legal validity of a resolution signed by all the Trustees.
Appears in 1 contract
PROCEEDINGS OF TRUSTEES. In respect of all meetings of the Trustees:
6.1 any 25.1. Any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days clear days' written notice to all the other Trustees, or such shorter notice as may be agreed by all the Trustees of them in writing.
25.2. The Trustees shall meet at least once a year;
6.2 the Trustees shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit;.
6.3 the 25.3. The Trustees may participate in a meeting of the Trustees by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other and any such participation in a meeting shall constitute presence in person at the meeting;.
6.4 25.4. Save at the Trustees shall from time prior to time, elect a chairman the appointment of the Trustees to hold office for such period/s as they may determine. Such chairman shall chair all meetings first Elected Trustee in terms of Trustees. However, if for any reason clause 24.3 the chairman is not able to attend a meeting, the Trustees present at that meeting may elect a Trustee from their number as chairman for that meeting;
6.5 save for the First Trustee, a majority of the Trustees shall constitute a quorum at for the purposes of meetings of the Trustees provided that such majority of Trustees includes 1 (one) Trustee appointed in terms of clause 5.2.1.1 and 1 (one) Trustee appointed in terms of 5.2.1.2;Trustees.
6.6 save 25.5. Save as may be expressly otherwise provided otherwise in this Trust Deed or the Statutes, decisions to be taken by the Trustees present at a meeting of Trustees shall take place by majority vote;.
6.7 a 25.6. A resolution in writing signed by all the majority of Trustees shall be valid and effectual as if it had been passed at a meeting of the Trustees duly called and constituted, and such resolution may be signed in counterparts;counterparts and shall have effect from the date of last signature.
6.8 Harmony’s company secretary will act as the Secretary of the Trust who 25.7. The Trustees shall keep written minutes of the Trustee their meetings in writing and to minute all resolutions passed by the Trustees shall be duly signed by the majority of Trustees; and.
6.9 25.8. In the event that the Trustees are entitled required to authorise 1 vote on any proposed resolution (oneincluding any voluntary winding-up) Trustee or the Secretary of the Trust shareholders of SSA or Sasol (as the case may be), or with regard to sign on behalf the acceptance of a take-over offer or scheme of arrangement, the Trustees all documents for official purposes which are necessary for shall be obliged to allow the administration of relevant Beneficiaries adequate time, to give directions to the Trust and for the execution of any transaction concerned with the affairs of the Trust, and any resolution which is certified by 1 (one) Trustee or the Secretary of the Trust, as a true extract from the minutes of a particular resolution of all the Trustees, has Trustees on how to vote in every respect the legal validity of a resolution signed by all the Trusteessuch regard.
Appears in 1 contract
Samples: Trust Deed
PROCEEDINGS OF TRUSTEES. In respect of all 4.1 The trustees shall elect a chairperson and shall hold meetings of at such times and in such places as they shall decide and the Trustees:
6.1 any Trustee is at all times entitled chairperson shall have the right to convene call a meeting of the Trustees at any time by giving 14 (fourteen) providing 10 working days written notice to all Trustees, or such shorter notice as may be agreed by all the Trustees in writing. The Trustees trustees and providing further that the trustees shall meet at least once in each year.
4.2 The trustees shall appoint a year;
6.2 the Trustees shall meet together secretary for the dispatch Trust and who shall maintain records of business, adjourn all resolutions and otherwise regulate their meetings as they deem fit;proceedings.
6.3 the Trustees may participate in a 4.3 The quorum for any meeting of trustees shall be three persons.
4.4 All questions before the Trustees trustees shall be decided by means of conference telephone or similar equipment by means of which all persons participating in the meeting can hear each other and any such participation in a meeting shall constitute presence in person at the meeting;
6.4 the Trustees shall from time to time, elect a chairman of the Trustees to hold office for such period/s as they may determine. Such chairman shall chair all meetings of Trusteesconsensus. However, if for any reason the chairman is where a consensus decision cannot able be reached on a question, it shall, unless otherwise specified in this deed, be put as a motion to attend a meeting, the Trustees present at that meeting may elect a Trustee from their number as chairman for that meeting;
6.5 save for the First Trustee, be decided by a majority of votes. If the Trustees voting is tied, the motion shall constitute be lost. For the avoidance of doubt, it is confirmed that the chairperson shall not have a quorum at meetings of the Trustees provided that such majority of Trustees includes 1 (one) Trustee appointed in terms of clause 5.2.1.1 and 1 (one) Trustee appointed in terms of 5.2.1.2;casting vote.
6.6 save as may be expressly provided otherwise in this Trust Deed or the Statutes, decisions to be taken by the Trustees present at a meeting of Trustees shall take place by majority vote;
6.7 a 4.5 A resolution in writing signed by all of the Trustees trustees shall be valid binding and effectual as if it had been passed at a meeting of trustees. A meeting conducted by teleconference shall be valid providing that prior written notice of the Trustees duly called business to be transacted at such meeting shall have been provided to all trustees. Notices and constitutedresolutions may include written record sent by facsimile transmission or email.
4.6 The trustees shall be entitled and empowered to employ and to discharge such managers, and such resolution may be signed in counterparts;
6.8 Harmony’s company secretary will act servants, solicitors, accountants, investment advisers, agents or other persons as the Secretary trustees deem expedient for the purposes of carrying out any of the Trust who shall keep written minutes of the Trustee meetings and to minute all resolutions passed by the Trustees; and
6.9 the Trustees are entitled to authorise 1 (one) Trustee or the Secretary of the Trust to sign on behalf of the Trustees all documents for official purposes which are necessary for the administration of the Trust and for the execution of any transaction concerned with the affairs objects of the Trust, and to pay such fees or other remuneration as the trustees think fit.
4.7 Any payment made to any resolution trustee, or to any person associated with any trustee, shall not be any more than such amount as is reasonable and relative to that which would be paid in an arm’s length transaction for work carried out in connection with the Trust and no trustee or person associated with any trustee shall participate in, or materially influence, any decision made on behalf of the Trust in respect of the payment to or on behalf of that trustee, or associated person, of any income benefit or advantage whatsoever.
4.8 No trustee shall be liable for any loss suffered by the trust fund or by any beneficiary arising from any action or omission as trustees which is certified by 1 (one) Trustee not attributable to the dishonesty or wilful commission or omission of any act known to be a breach of trust.
4.9 Except in the Secretary case of a deliberate breach of trust, the trustees shall be indemnified out of the Trusttrust fund against all liabilities which they may incur in the exercise or attempted exercise of the trusts, as powers, authorities and discretions vested in them and shall have a true extract from lien on and may use moneys forming part of the minutes trust fund in pursuance of a particular resolution this indemnity.
4.10 This indemnity shall extend to any payments made to any person whom the trustees bona fide believe to be entitled thereto although it may be subsequently found that the person was not in fact so entitled.
4.11 No trustee shall be liable for anything done or omitted to be done except in the case of all the Trustees, has in every respect the legal validity of a resolution signed by all the Trusteesfraud or other wilful misconduct on that trustee’s part.
Appears in 1 contract
Samples: Trust Deed