PROCEEDINGS OF TRUSTEES Clause Samples
The 'Proceedings of Trustees' clause defines the rules and procedures governing how trustees conduct meetings and make decisions. It typically outlines requirements such as notice periods for meetings, quorum thresholds, voting methods, and the process for recording resolutions or minutes. By establishing clear guidelines for trustee actions, this clause ensures orderly governance, prevents disputes over decision-making, and maintains transparency in the administration of the trust.
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PROCEEDINGS OF TRUSTEES. 25.1. Any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) clear days’ written notice to the other Trustees, or such shorter notice as may be agreed by all of them in writing.
25.2. The Trustees shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit.
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.
25.4. Save at the time prior to the appointment of the first Elected Trustee in terms of clause 24.3 the majority of Trustees shall constitute a quorum for the purposes of meetings of the Trustees.
25.5. Save as may be expressly otherwise provided 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.
25.6. A resolution in writing signed by 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 and shall have effect from the date of last signature.
25.7. The Trustees shall keep minutes of their meetings in writing and all resolutions passed by the Trustees shall be duly signed by the majority of Trustees.
25.8. In the event that the Trustees are required to vote on any proposed resolution (including any voluntary winding-up) of the shareholders of SSA or Sasol (as the case may be), or with regard to the acceptance of a take-over offer or scheme of arrangement, the Trustees shall be obliged to allow the relevant Beneficiaries adequate time, to give directions to the Trustees on how to vote in such regard.
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.
PROCEEDINGS OF TRUSTEES. Except as otherwise provided in this Trust Deed the proceedings and other affairs of the Trustees shall be conducted in accordance with the rules set out in the First Schedule.
PROCEEDINGS OF TRUSTEES. 5.1. Any Trustee is at all times entitled to convene a meeting of the Trustees by giving 14 (fourteen) days’ written notice to the other Trustees, or such shorter notice as may be agreed by all of them in writing.
5.2. The Trustees shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit.
5.3. 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.
5.4. Save at the time prior to the appointment of the first Elected Trustee in terms of clause 4.3, all the Trustees shall constitute a quorum for the purposes of meetings of the Trustees.
5.5. Save as may be expressly otherwise provided in this Trust Deed or the Statutes, decisions to be taken by the Trustees present at a meeting of Trustees shall take place by unanimous consent.
5.6. 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 and shall have effect from the date of the last Trustee’s signature.
5.7. The Trustees shall keep minutes of their meetings in writing and all resolutions passed by the Trustees shall be duly signed by all Trustees.
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;
PROCEEDINGS OF TRUSTEES. Subject to the provisions of the Constitution, the Trustees may regulate their proceedings as they think fit. Any two (2) Trustees may call a meeting of the Trustees. Questions arising at a meeting shall be decided by a majority of votes, save that no Board resolution shall be passed without the support of at least one (1) Founder Member Trustee. In the case of an equality of votes, the Chairman shall have a second or casting vote. The quorum for the transaction of the business of the Trustees shall be two (of whom one at least shall be a Founder Member 20 Trustee). The continuing Trustees or a sole continuing Trustee may act notwithstanding any vacancies in their number, but if the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of calling a General Meeting. The Trustees shall appoint one (1) of the Founder Member Trustees to be the Chairman of the Board and may at any time remove him subject to a Founder Member Trustee always being appointed as Chairmanof the Board. Unless he is unwilling to do so, the Trustee so appointed shall preside at every meeting of Trustees at which he is present. 18.2 18.3 20
PROCEEDINGS OF TRUSTEES. 16.1 Any deadlock which may arise between the trustees shall be submitted to the Chairperson, who shall have a casting vote.
PROCEEDINGS OF TRUSTEES. 10.1 A quorum for meetings of the trustees shall be one trustee, if there is one trustee in office, or two trustees, if there is more than one trustee in office.
10.2 If a quorum is not present within half an hour of the duly appointed time for the holding of any meeting of the trustees, that meeting will stand adjourned to the same time and place one week later and written notice of such adjournment will be given to each absent trustee by the trustee/s present at the meeting from which such adjournment takes place and at such adjourned meeting, those present shall constitute a quorum.
10.3 The trustees shall regulate their meetings and the manner in which they are convened in such manner as they deem fit, provided that any trustee shall be entitled at any time to summon a meeting of the trustees, on reasonable notice to each other trustee.
10.4 The trustees shall keep (and certify as correct) minutes of their meetings. A resolution in writing signed by all the trustees shall be as valid and effectual as if it had been passed at a meeting of the trustees duly called and constituted.
10.5 All contracts, deeds and other documents which require to be signed on behalf of the trust shall be signed in such manner as the trustees shall from time to time determine.
PROCEEDINGS OF TRUSTEES. Unless and until a body corporate is appointed as a sole Trustee of the Plan:
7.1 all decisions of the Trustees must be unanimous;
7.2 a resolution in writing signed by all the Trustees shall be as valid and effective as if it had been passed at a meeting of the Trustees duly convened and held and any such resolution may be signed in one or more counterparts and by Trustees on separate counterparts, each of which when so executed and delivered, shall be an original but all the counterparts shall together constitute one and the same instrument;
7.3 any documents (other than Deeds) requiring to be signed by the Trustees may be signed by any two of them with the authority of and on behalf of them all.
PROCEEDINGS OF TRUSTEES. 8.19.1 In respect of all meetings of the Trustees –
8.1.19.1.1 any Trustee is at all times entitled to convene a meeting of the Trustees by giving 7 days Written notice to all Trustees, or, on such shorter notice as may be agreed by alla majority of the Trustees in Writing;
8.1.29.1.2 the Trustees shall meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit;
8.1.39.1.3 the Trustees may participate in a meeting of the Trustees by means of electronic communication 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;
8.1.49.1.4 the Chairperson shall chair all meetings of Trustees, provided that if he is not present at a meeting of Trustees, the Trustees present at that meeting shall elect a Chairperson for that meeting;
8.1.59.1.5 the Chairperson shall not have a casting vote;
8.1.69.1. 6 any 2 Trustees shall constitute a quorum at meetings of the Trustees. If a quorum is not present at a meeting of Trustees within 30 minutes from the specified time, the meeting will be adjourned for a period of 7 business days5 Business Days at the same time and place or if that day is not a business day, to the next succeeding business day. If, at such adjourned meeting, a quorum is not present within 30 minutes from the time of that meeting, the Trustees present in person will be deemed to constitute a quorum. The adjourned meeting may only deal with the matters specified on the agenda for the adjourned meeting;