International Region

1.2 The Council`s Charter (“the Charter”) is not intended to replace or amend the Constitution or any part of the By-laws in any way whatsoever. In the event of a conflict between the Charter and the Constitution and the By-laws, the Constitution and By-laws shall prevail, and

1.3 Words and phrases defined in the Constitution and the By-laws will have the same meaning for purposes of this Charter, unless the context indicates otherwise.

2. Purpose of the Charter

The purpose of the Charter is to set out the mandate, composition and functions of the Council.

3. Mandate of the Council

The primary roles of the Council are:

- to facilitate, and coordinate, the active participation of the IR Members in the SAICA functional and technical committees (as may be formed from time to time) in the Region and Sub-regions;

- to work, in conjunction with SAICA, to implement SAICA`s strategy through facilitating appropriate activities in the Region and Sub-regions, including networking and social events, knowledge sharing events and community-based activities, and

- to represent the interests of the IR Members and advance their professional development.

In representing the interests of the IR Members, and advancing their professional development, the Council shall, inter alia:

3.1 serve as a consultative forum and shall:

- consider matters relating to the strategy of SAICA's Board (“the Board”) and the Profession, and

- advise the SAICA National Council (“the National Council”) on the results of such considerations;

3.2 consider input from its Regional and Sub-regional committees and forums, and other relevant sources, and report such considerations to the National Council which will, in turn, communicate the Council`s input to the Board;

3.3 assist the National Council in communications between IR Members and both the National Council and the Board;

3.4 establish, through the SAICA International Regional Executive (“the RE”), SAICA country committees in the Sub-regions, where appropriate groupings of IR Members exist;

3.5 assist with, and monitor the implementation of, SAICA`s strategy in the Sub-regions;

3.6 ensure, as far as is possible, that adequate services are being offered to IR Members;

3.7 make recommendations to the National Council for the award of long service, and honorary life, membership to IR Members;

3.8 appoint additional IR Members, for each Sub-region, to the Council from time to time, and

3.9 work with SAICA to implement SAICA initiatives in the Sub-regions.

4. Composition of the council

4.1 The Council shall consist of a minimum of 6 (six) IR Members, 2 (two) from each of the Sub-regions, appointed in accordance with the provisions of this Charter, the Constitution and the By-laws;

4.2 The minimum of 2 (two) IR Members for each Sub-region shall comprise:

(i)the IR Member representative for each Sub-region (“the Sub-region representative”), as voted for by the IR Members in the particular Sub-region, and

(ii)an IR Member chosen by the Sub-region representative, after consultation with the RE, for each of the Sub-regions;

4.3 The Council may choose to appoint additional Council members from time to time, based on the requirements of the Council. Any such decision shall be by majority vote of Council members;

4.4 The Council shall consist of a maximum of not more than 12 (twelve) IR Members.

4.5 The Council shall strive to reflect the demographics of the Region and Sub-regions in its membership;

4.6 The Board shall have the right to suspend or remove any member of the Council, or to require a Council member to recuse himself or herself from certain proceedings of the Council, whenever the Board deems this to be appropriate, and

4.7 A Council member shall at all times act in SAICA`s best interests.

5. Membership terms of the council members

5.1 The Sub-region representatives, as elected in accordance with 4.2(i) above, shall hold office for a period of 2 (two) years.

Subsequent Sub-region representatives will be elected, for the next 2 (two) year period, in IR Member voting processes organised and coordinated by SAICA.

There is no prohibition against any current Sub-region representative putting himself or herself forward for re-election;

5.2 Council members other than the Sub-region representatives shall be chosen by majority vote of the Council members. Each Council member chosen in this way shall hold office for a period of 2 (two) years.

The membership terms of those Council members other than the Sub-region representatives may be renewed by SAICA, in SAICA`s sole and absolute discretion, after consultation with the RE, for a further period of up to 2 (two) years;

5.3 Each Sub-region representative elected by IR Member vote in the relevant Sub-region will represent that Sub-region in the National Council. The Sub-region representative so elected is required to sit on both the Council and the National Council.

5.4 Should a Sub-region representative resign from the Council, he or she would also be required to resign from the National Council, and vice versa. A process would be initiated, and coordinated, by SAICA to elect a new Sub-region representative for that particular Sub-region.

6. Functioning of the council

6.1 The Sub-region representatives shall elect, from among their number, a Council chairperson;

6.2 The Council shall meet at least 3 (three) times a year;

6.3 The chairperson may call additional meetings upon a reasonable request from any Council member;

6.4 The Council shall cause proper minutes to be kept of all Council meetings and shall make such minutes available to SAICA and the National Council;

6.5 A quorum shall comprise any 3 (three) Council members representing sub-Regions;

6.6 Decisions shall be taken by majority vote of the Council members taking part in any Council meeting. Should a vote result in a tie, the chairperson shall cast a deciding vote, and

6.7 The Council shall have the right, whenever the Council deems it appropriate to do so, to:

(i) suspend or remove any member of the Council, or

(ii)require a Council member participating in a Council meeting to recuse himself or herself from the consideration of any matter in that meeting.

Council decisions made in terms of 6.7(i) above shall be by majority vote of all Council members.

Council decisions made in terms of 6.7(ii) above shall be by majority vote of the Council members participating in the particular meeting.

Should the Council member who has been removed or suspended, under 6.7(i) above, feel aggrieved, he or she has the right to lodge an appeal with the RE.

Should the Council member who has been removed or suspended disagree with the RE's decision, he or she has the right to lodge an appeal with the Senior Executive: Member Engagement, whose decision shall be final;

6.8 The RE and other SAICA executives may attend Council meetings as ex-officio members.

7. Dissolution of the council

The Council may be dissolved by a decision of either:

- the majority of the members of the Council, with all the Sub-region representatives being in favour of such course of action, or

- the Board.

8. Review of Charter

The Council Charter shall be reviewed annually and shall be placed on SAICA's website.