Constitution of Hamilton Triathlon Club Incorporated
1.1 The name of the society is Hamilton Triathlon Club Incorporated ("the
1.2 The Society is constituted by resolution dated 26th June 1990.
2.0 Registered Office
2.1 The Registered Office of the Society will be the Club President’s
residential address, and will change with newly elected presidents or as
decided by the committee.
3.0 Purposes of Society
3.1 The purposes of the Society are to:
(a) Foster and develop triathlon within Hamilton community and
the greater Waikato area
(b) To devise, advocate, promote and encourage participation in
the sport of triathlon across all age groups as a means of physical
and mental health including (but not by way of limitation):
The convening of regular meeting and group training
sessions of members
The development and adoption of supervised training
The adoption of education programmes to engender and
stimulate an awareness of triathlon
The organisation and sponsorship, either solely or in
conjunctions with an association or business organisation or
non-competitive and competitive sporting event in any
combination or triathlon, duathlon or multisport
(c) To engage in such other activities as the Committee consider
being consistent with 3.1
(d) To support and encourage the activities of any other Association
or Club whose objects shall be similar to the objects of the Hamilton
(e) To acquire by lease, purchase or otherwise any property real or
personal and to enter into and carry out contracts and agreements
for that purpose.
(f) To sell or otherwise dispose of any property re or personal
belonging to the Club and to surrender any lease held by it.
(g) To affiliate with any other body or Society where such affiliation
would promote the object and interests of the Club.
(h) To comply with the by-laws, regulations and resolutions of the
ITU as they apply to New Zealand.
(g) To adhere to and enforce any current Tri NZ Code of Conduct.
(e) To invest and use the funds of the Club consistent with 3.1
3.2 Pecuniary gain is not a purpose of the Society.
MANAGEMENT OF THE SOCIETY
4.0 Managing Committee
4.1 The Society shall have a managing committee (“the Committee”),
comprising the following persons:
(a) The President;
(b) The Secretary;
(c) The Treasurer;
(d) Such other members as the Society shall decide.
4.2 Only Members of the Society may be Committee Members.
4.3 The committee shall comprise a minimum of three Committee
Members in addition to the Offices of President, Secretary and Treasurer.
4.4 In addition the society may appoint the following Officers from the
(a) The Club Captain; and
(b) The Vice President.
4.4 The Committee Members 4.1 (a), (b), (c), & 4.4 (a), & (b) shall hold
the term of office for 2 years before requiring re-election at the next
occurring Society Meeting.
4.5 The Committee Members 4.1 (d) shall hold the term of office for 1
year before requiring re-election at the next occurring Society Meeting.
5.0 Appointment of Committee Members
5.1 At a Society Meeting, the Members may decide by majority vote:
(a) How large the Committee will be;
(b) Who shall be the President, Secretary, and Treasurer;
(c) Where applicable who shall be the Vice President and Club
(c) Whether any Committee Member may hold more than one
position as an officer;
(d) The Committee may fill any casual vacancies that arise from
time to time by the co-opting of any financial member of the Club.
6.0 Cessation of Committee Membership
6.1 Persons cease to be Committee Members when:
(a) They resign by giving written notice to the Committee.
(b) They are removed by majority vote of the Society at a Society
(c) Their Term expires.
6.2 If a person ceases to be a Committee Member, that person must
within one month give to the Committee all Society documents and
7.0 Nomination of Committee Members
7.1 Nominations for members of the Committee shall be called for by
nomination before the Annual General Meeting. Each candidate shall be
proposed and seconded in writing or by email to the Committee Secretary
no later than 7 days before such meeting PROVIDED HOWEVER the
Chairman of the relevant testing is empowered to waive the seven day
requirement for nomination and accept nominations from the floor if the
Chairman in his/her absolute discretion considers such action appropriate
in the circumstances. All retiring members of the Committee shall be
eligible for re-election.
7.2 If the position of any Officer becomes vacant between Annual General
Meetings, the Committee may appoint another Committee Member to fill
that vacancy until the next Annual General Meeting.
7.3 If the position of any Committee Member becomes vacant between
Annual General Meetings, the Committee may appoint another Society
Member to fill that vacancy until the next Annual General Meeting.
7.4 If any Committee Member is absent from three consecutive meetings
without leave of absence the President may declare that person’s position
to be vacant.
8.0 Role of the Committee
8.1 Subject to the rules of the Society (“The Rules”), the role of the
Committee is to:
(a) Administer, manage, and control the Society
(b) Carry out the purposes of the Society, and Use Money or Other
Assets to do that
(c) Manage the Society’s financial affairs, including approving the
annual financial statements for presentation to the Members at the
Annual General Meetings
(d) Set accounting policies in line with generally accepted
(e) Delegate responsibility and co-opt members where necessary
(f) Ensure that all Members follow the Rules
(g) Decide how a person becomes a Member, and how a person
stops being a Member
(h) Decide the times and dates for Meetings, and set the agenda
(i) Decide the procedures for dealing with complaints
(j) Set Membership fees, including subscriptions and levies
(k) Make regulations
8.2 The Committee has all of the powers of the Society, unless the
Committee’s power is limited by these Rules, or by a majority decision of
8.3 All decisions of the Committee shall be by a majority vote. In the
event of an equal vote, the President shall have a casting vote, that is, a
8.4 Decisions of the Committee bind the Society, unless the Committee’s
power is limited by these Rules or by a majority decision of the Society.
8.5 Except where otherwise provided, the Committee shall have full power
generally to manage and direct the affairs of the Club and to carry out
and exercise the objects and powers of the Club subject to any specific
instructions or directions given by resolution at a General or Special
Meeting of the Club. In particular:-
a) Regulate and control the conduct and behaviour of any
member and officials.
b) Enquire into the conduct of any official or member and to
impose such reasonable penalty in respect of any wrongful act or
default as they think fit.
c) Determine all questions or disputes as to the construction or
meaning of these rules or any expressions thereof or as to
anything done or omitted by any member or official in relation to
the activities of the Club and such determination by the Committee
shall be final.
d) Delegate such of the above powers as it things fit to an
Emergency Committee or other sub-committee. In particular and
without derogating from its general powers the Committee shall
have power to engage, control and dismiss any paid servants or
officials and shall have all such administrative powers as may be
necessary to effect the purposes of the Club.
e) To co-opt as a member of the Committee or any sub-
committee such member or members as the Committee shall see
fit, with such co-opted member to have full voting rights.
9.0 Roles of Committee Members
9.1 The President is responsible for:
(a) Ensuring that the Rules are followed
(b) Convening Meetings and establishing whether or not a quorum
(c) Chairing Meetings, deciding who may speak and when
(d) Overseeing the operation of the Society
(e) Providing a report on the operations of the Society at each
Annual General Meeting
(d) Shall elect the Vice President or another officer to take the
chair in absentia
9.2 The Vice President is responsible for:
(a) The all items under the Presidents role in their absence
9.3 The Secretary is responsible for:
(a) Recording and store the minutes of Meetings
(b) Keeping the Register of Members
(c) Holding the Society's records, documents, and books except
those required for the Treasurer’s function
(d) Receiving and replying to correspondence as required by the
(e) Forwarding the annual financial statements for the Society to
the Registrar of Incorporated Societies upon their approval by the
Members at an Annual General Meeting
(f) Advising the Registrar of Incorporated Societies of any rule
9.4 The Treasurer is responsible for:
(a) Keeping proper accounting records of the Society’s financial
transactions to allow the Society’s financial position to be readily
(b) Preparing annual financial statements for presentation at each
Annual General Meeting. These statements should be prepared in
accordance with the Societies’ accounting policies (see 8.1.d)
(c) Providing a financial report at each Annual General Meeting
(d) Providing financial information to the Committee as the
9.5 The Club Captain is responsible for:
(a) Welcoming all new Club members
(b) Assist the Committee in identifying key markets for recruiting
(c) Contribute to the coaching and training program
9.4 The duties of the above officers and of any other officers appointed by
the Annual General Meeting may be varied from time to time by the
Committee, and the Club may elect a Secretary and/or Treasurer subject
to payment of such honorarium as the club shall think fit.
10.0 Committee Meetings
10.1 Committee meetings may be held via video or telephone conference
or other formats as the Committee may decide and at intervals as shall be
necessary to conduct the affairs of the club
10.2 No Committee Meeting may be held unless 4 of the current
Committee Members attend;
10.3 The President shall chair Committee Meetings, or if the President is
absent, the Committee shall elect a Committee Member to chair that
10.4 Discussions and votes around club business can be performed via
electronic media where time frames or decisions need to be made before
the next scheduled meeting;
10.5 Online/electronic voting can occur outside of the scheduled
committee meeting where a clearly stated motion is posted via email
under the following conditions;
(a) The motion and voting time frame is clearly stated (3-5
(b) Voting replies are sent direct to the President;
(c) Comments are permitted but voting replies should be clear and
are consistent with the following terms:
YES or NO or SUPPORT or NOT SUPPORT;
(c) In the case of electronic voting decisions shall be by majority
vote of more than 50% of the current committee;
(e) The vote is confirmed by email stating the number of YES or
NO votes with a statement whether the motion has been passed.
10.6 Decisions of the Committee at Committee meetings shall be by
10.7 The Chair President or person acting as President has a casting vote,
that is, a second vote.
10.8 Only Committee Members present at a Committee Meeting may vote
when a motion is proposed at that Committee Meeting.
10.9 Subject to these Rules, the Committee may regulate its own
10.10 The President or his nominee shall adjourn the meeting if
10.11 Adjourned Meetings: If within half an hour after the time appointed
for a meeting a quorum is not present the meeting, if convened upon
requisition of members, shall be dissolved; in any other case it shall stand
adjourned to a day, time and place determined by the Chair/President/ of
the Society, and if at such adjourned meeting a quorum is not present the
meeting shall be dissolved without further adjournments. The
Chair/President may with the consent of any Society Meeting adjourn the
same from time to time and from place to place but no business shall be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
11.0 Types of Members
11.1 Membership may comprise different classes of membership as
decided by the Society.
11.2 Members have the rights and responsibilities set out in these Rules.
12.0 Admission of Members
12.1 To become a Member, a person (“the Applicant”) must:
(a) Complete an application form, if the Rules, Bylaws or
Committee requires this; and
(b) Supply any other information the Committee requires.
12.2 The Committee may interview the Applicant when it considers
12.3 The Committee shall have complete discretion when it decides
whether or not to allow the Applicant become a Member. The Committee
shall advise the Applicant of its decision, and that decision shall be final.
13.0 The Register of Members
13.1 The Secretary shall keep a register of Members (“the Register”),
which shall contain the names, the postal and email addresses and
telephone numbers of all Members, and the dates at which they became
13.2 If a Member’s contact details change, that Member shall give the
new postal or email address or telephone number to the Secretary.
13.3 Each Member shall provide such other details, as the Committee
13.4 Members shall have reasonable access to the Register of Members.
14.0 Cessation of Membership
14.1 Any Member may resign by giving written notice to the Secretary.
14.2 Membership terminated in the following way:
(a) If, for any reason whatsoever, the Committee is of the view
that a Member is breaching the Rules or acting in a manner
inconsistent with the purposes of the Society, the Committee may
give written notice of this to the Member (“the Committee’s
Notice”). The Committee’s Notice must:
(i) Explain how the Member is breaching the Rules or acting
in a manner inconsistent with the purposes of the Society;
(ii) State what the Member must do in order to remedy the
situation; or state that the Member must write to the
Committee giving reasons why the Committee should not
terminate the Member’s Membership.
(iii) State that if, within 14 days of the Member receiving
the Committee’s Notice, the Committee is not satisfied, the
Committee may in its absolute discretion immediately
terminate the Member’s Membership.
(iv) State that if the Committee terminates the Member’s
Membership, the Member may appeal to the Society.
(b) 14 days after the Member received the Committee’s Notice, the
Committee may in its absolute discretion by majority vote
terminate the Member’s Membership by giving the Member written
notice (“Termination Notice”), which takes immediate effect. The
Termination Notice must state that the Member may appeal to the
Society at the next Meeting by giving written notice to the
Secretary (“Member’s Notice”) within 14 days of the Member’s
receipt of the Termination Notice.
(c) If the Member gives the Member’s Notice to the Secretary, the
Member will have the right to be fairly heard at a Society Meeting
held within the following 28 days. If the Member chooses, the
Member may provide the Secretary with a written explanation of
the events as the Member sees them (“the Member’s
Explanation”), and the Member may require the Secretary to give
the Member’s Explanation to every other Member within 7 days of
the Secretary receiving the Member’s Explanation. If the Member
is not satisfied that the other Society Members have had sufficient
time to consider the Member’s Explanation, the Member may defer
his or her right to be heard until the following Society Meeting.
(d) When the Member is heard at a Society Meeting, the Society
may question the Member and the Committee Members.
(e) The Society shall then by majority vote decide whether to let
the termination stand, or whether to reinstate the Member. The
Society’s decision will be final.
15.0 Obligations of Members
15.1 All Members (and Committee Members) shall promote the purposes
of the Society and shall do nothing to bring the Society into disrepute.
Money and other assets of the society
16.0 Use of Money and Other Assets
16.1 The Society may only Use Money and Other Assets if:
(a) It is for a purpose of the Society;
(b) It is not for the sole personal or individual benefit of any
Member, proprietor, shareholder, beneficiary, or associate of any
of them; and
(c) That Use has been approved by either the Committee or by
majority vote of the Society.
16.2 Bank accounts shall be opened in the name of the group. Any
deeds, cheques etc. relating to the Club’s bank accounts shall be signed
(written or via electronic transaction) by at least two (2) of the following
appointed committee members: President, Secretary, Treasurer, and
where applicable Vice President, Club Captain
17.0 Joining Fees, Subscriptions and Levies
17.1 The membership year begins on 1
st May of every year and ends on
30th April of the following year.
17.2 It is the responsibility of Members to renew their annual membership
prior to expiry.
17.3 If a Member has not renewed their annual membership prior to
expiratory, their membership will be terminated. After that date, the
Member shall (without being released from the obligation of payment of
any sums due to the Society) have no Membership rights and shall not be
entitled to participate in any Society activity.
17.4 The annual subscription shall be finalised by the Club at the Annual
General Meeting and shall become payable for the commencing
membership year. The subscription for new members shall become
payable immediately their application for membership is accepted by the
17.5 The Club may at the Annual General Meeting:
(a) Fix different subscriptions for each category of member
(b) Provide for such concessional subscriptions as it may deem to
18.0 Additional Powers
18.1 The Society may:
(a) Employ people for the purposes of the Society;
(b) Exercise any power a trustee might exercise;
(c) Invest in any investment that a trustee might invest in;
(d) Borrow money and provide security for that if authorised by
Majority vote at any Society Meeting.
19.0 Financial Year
19.1 The financial year of the Society begins on 1st May of every year and
ends on 30th April of the following year.
20.0 Assurance on the Financial Statements
20.1 The Society shall appoint an accountant to review the annual
financial statements of the Society (“the Reviewer”). The Reviewer shall
conduct an examination with the objective of providing a report that
nothing has come to the Reviewer’s attention to cause the Reviewer to
believe that the financial information is not presented in accordance with
the Society’s accounting policies. The Reviewer must be a suitably
qualified person, preferably a member of the New Zealand Institute of
Chartered Accountants, and must not be a member of the Committee, or
an employee of the Society. If the Society appoints a Reviewer who is
unable to act for some reason, the Committee shall appoint another
Reviewer as a replacement.
(a) The Committee is responsible to provide the Reviewer with:
(b) Access to all information of which the Committee is aware that
is relevant to the preparation of the financial statements such as
records, documentation and other matters
(c) Additional information that the reviewer may request from the
Committee for the purpose of the review; and
(d) Reasonable access to persons within the Society from whom
the reviewer determines it necessary to obtain evidence.
Conduct of meetings
21.0 Society Meetings
21.1 A Society Meeting is either an Annual General Meeting or a Special
21.2 The Annual General Meeting shall be held once every year no later
than five months after the Society’s balance date. The Committee shall
determine when and where the Society shall meet within those dates.
21.3 Special General Meetings may be called by the Committee. The
Committee must call a Special General Meeting if the Secretary receives a
written request signed by at least 5% of the Members.
21.4 The Secretary shall:
(a) Give all Members at least 14 days Notice of the business to be
conducted at any Society Meeting via to the Members last
registered email address and post public notice on the club website
and on any social media sites associated with the club.
(b) Additionally, the Secretary will provide, appropriate:
(i) A copy of the Chair/President’s Report on the Society’s
operations and of the Annual Financial Statements as
approved by the Committee,
(ii) A list of Nominees for the Committee, and information
about those Nominees if it has been provided. (The
Secretary must not provide Members with information
exceeding one side of an A4 sheet of paper per Nominee)
(iii) Notice of any motions and the Committee’s
recommendations about those motions.
(iv) If the Secretary has sent a notice to all Members in
good faith, the Meeting and its business will not be
invalidated simply because one or more Members do not
receive the notice.
21.5 All Members may attend and vote at Society Meetings, with the
(a) Each current financial member has one vote
(b) Proxy vote subject to the rules relating to the appointment of a
(c) Electronic voting can occur pre or post the Society Meetings as
deemed appropriate by the Committee
21.6 No Society Meeting may be held unless at least 5% of eligible
Members attend. (This will constitute a quorum.)
21.7 All Society Meetings shall be chaired by the President. If the
President is absent, the Society shall elect another Committee Member to
Chair that meeting. Any person Chairing a Society Meeting has a casting
21.8 On any given motion at a Society Meeting, the President shall in
good faith determine whether to vote by:
(b) Show of hands;
(c) Secret ballot; or
(d) Electronic voting.
However, if any Member demands a secret ballot before a vote by voices
or show of hands has begun, voting must be by secret ballot. If a secret
ballot is held, the Chair/President will have a casting, that is, second vote.
21.9 The business of an Annual General Meeting shall be:
(a) Receiving any minutes of the previous Society’s Meeting(s);
(b) The President’s report on the business of the Society;
(c) The Treasurer’s report on the finances of the Society, and the
Annual Financial Statements of the year to date;
(d) Club Captains report;
(e) Election of Committee Members;
(f) Motions to be considered;
(g) General business;
(f) Prize giving.
21.10 The President or his nominee shall adjourn the meeting if
21.11 Adjourned Meetings: If within half an hour after the time appointed
for a meeting a quorum is not present the meeting, if convened upon
requisition of members, shall be dissolved; in any other case it shall stand
adjourned to a day, time and place determined by the President of the
Society, and if at such adjourned meeting a quorum is not present the
meeting shall be dissolved without further adjournments. The President
may with the consent of any Society Meeting adjourn the same from time
to time and from place to place but no business shall be transacted at any
adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
21.12 In circumstances where 21.6 cannot be met electronic voting may
take place outside of the Annual General Meeting, where the Committee
deem important for the operation of club business. (As per 10.5). For
electronic voting to be valid at least 5% of eligible Members must respond
by email. (This will constitute a quorum.)
21.13 A Financial member is entitled to appoint a proxy to represent and
vote for him or her at Annual and Special General Meetings. The
appointment must be:
(a) In writing giving the appointed persons full name and address;
(b) Be signed by the appointing full member with his or her
membership number stated;
(c) Be in the form provided for the purpose of the Club or in any
(d) The proxy must be a financial member of the Club.
(e) All proxies must be tabled prior to the commencement of the
22.0 Motions at Society Meetings
22.1 Any Member may request that a motion be voted on (“Member’s
Motion”) at a particular Society Meeting, by giving written notice to the
Secretary at least 21 days before that meeting. The Member may also
provide information in support of the motion (“Member’s Information”).
The Committee may in its absolute discretion decide whether or not the
Society will vote on the motion. However, if the Member’s Motion is signed
by at least 5 % of eligible Members:
(a) It must be voted on at the Society Meeting chosen by the
(b) The Secretary must give the Member’s Information to all
Members at least 14 days before the Society Meeting chosen by
the Member; or if the Secretary fails to do this, the Member has
the right to raise the motion at the following Society Meeting.
22.2 The Committee may also decide to put forward motions for the
Society to vote on (“Committee Motions”) which shall be suitably notified.
23.0 Common seal
23.1 The Common Seal of the Club shall be kept by the Secretary and
shall not be affixed to any document except by resolution of the
Committee recorded in the minute book, and in the presence of two
officers of the Committee.
Altering the rules
24.0 Altering the Rules
24.1 The Society may alter or replace these Rules at a Society Meeting by
a resolution passed by a two-thirds majority of those Members present
24.2 Any proposed motion to amend or replace these Rules shall be
signed by at least 5 % of eligible Members and given in writing to the
Secretary at least 14 days before the Society Meeting at which the motion
is to be considered, and accompanied by a written explanation of the
reasons for the proposal.
24.3 At least 14 days before the General Meeting at which any Rule
change is to be considered the Secretary shall give to all Members written
notice of the proposed motion, the reasons for the proposal, and any
recommendations the Committee has.
24.4 No addition to or alteration of the objects, personal benefit clause or
the winding up clause shall be made which affect the tax-exempt
status/not-for-profit status. The provisions and effect of this clause shall
not be removed from this document and shall be included and implied into
any document replacing this document
24.5 When a Rule change is approved by a General Meeting no Rule
change shall take effect until the Secretary has filed the changes with the
Registrar of Incorporated Societies.
25.0 Bylaws to govern the Society
25.1 The Committee may from time-to-time make, alter or rescind bylaws
for the general management of the society, so long as these are not
repugnant to these rules or to the provisions of law. All such bylaws shall
be binding on members of the Society. A copy of the bylaws for the time
being, shall be available for inspection by any member on request to the
26.1 If the Society is wound up:
(a) The Society’s debts, costs and liabilities shall be paid;
(b) Surplus Money and Other Assets of the Society may be
(i) By resolution; or
(ii) According to the provisions in the Incorporated Societies
Act 1908; but
(c) No distribution may be made to any Member;
(d) The surplus Money and Other Assets shall be distributed to:
[see S.27 of the Act]
(e) In the event of the dissolution of the Club any residual net
assets shall be disposed of my way of transfer to some other
association, institution or Club whose objects shall be similar to the
objects of the Club and thereby in accordance with the directions
of any general meeting of the Club. However, in no circumstances
shall any assets be distributed directly to any individual member or
members of the Club or associated person or persons of any
27.0 Definitions and Miscellaneous matters
27.1 In these Rules:
(a) “Duathlon” means a sport consisting of three parts comprising
a run, a cycle and a run.
(b) “Committee” means the Officers of the Club in terms of the
(c) “ITU’ means the International Triathlon Union.
(d) “Majority vote” means a vote made by more than half of the
Members who are present at a Meeting and who are entitled to
vote and voting at that Meeting upon a resolution put to that
(e) “Money or Other Assets” means any real or personal property
or any interest therein, owned or controlled to any extent by the
(f) “Multisport” means any combination of the sports of running,
cycling, swimming or kayaking within an event which may involve
and two three, four or more parts that do not fit the definitions of
triathlon or duathlon in these rules.
(g) “Officer” means a person holding the position of President,
Secretary, Treasurer and where applicable, Club Captain and Vice
(h) “Triathlon” means a sport consisting of three parts, namely a
swim, a cycle and a run.
(i)” Tri NZ” means Triathlon New Zealand Incorporated.
(j) “Society Meeting” means any Annual General Meeting, or any
Special General Meeting, but not a Committee Meeting.
(k) “Use Money or Other Assets” means to use, handle, invest,
transfer, give, apply, expend, dispose of, or in any other way deal
with, Money or Other Assets.
(l) “Written Notice” means communication by post, electronic
means (including email, and website posting), or advertisement in
periodicals, or a combination of these methods.
(m) It is assumed that
(i) Where a masculine is used, the feminine is included
(ii) Where the singular is used, plural forms of the noun are
(iii) Headings are a matter of reference and not a part of
(n) Matters not covered in these rules shall be decided upon by the
28.0 Legal Proceedings
28.1 No action or legal proceedings whatsoever, whether at low or in
equity, shall be taken of instituted by any member against the club, or
any committee official or other member of the club in any respect of any
committee official to other member of the Club in any respect of any
decision, proceeding, resolution, matter or thing whatsoever done,
omitted, passed, carried or sanctioned by the EMB, and notwithstanding
any irregularity in to relating to such decision proceeding, resolution,
matter or thing, In the event of any such actions or proceeding being
instituted the production of these rules shall be a complete answer
29 MATTERS NOT ELSEWHERE PROVIDED FOR
28.1 In the event of any matter arising which is not provided for in these
rules or any matter relating to the proper interpretation of these rules, the
same shall be determined by the EMB, whose decision shall be conclusive
and binding on all members. Notice of such decision shall be given to the
next general meeting, and unless revoked there at, shall be deemed to
This constitution was adopted at the SGM held online on 9th September