CHAPTER III – General Assembly meetings

Art. 5.1. Ordinary and extraordinary General Assembly meetings
An ordinary General Assembly meeting is held annually. The meeting hears the report of the Executive Board and the report of the auditor entrusted with the control of the accounts, approves the accounts of the previous fiscal year and gives discharge to the Executive Board members and the auditor. By decision of the Executive Board or on request as provided below, any other item can be brought on the agenda.

The extraordinary General Assembly meeting, for whatever reasons unless stated otherwise in the present by-laws or in any other regulations is called:

1.   By the President of the Executive Board;
2.   By the President of the Executive Board at the request of at least one fifth of the Ordinary members of the association; this request must contain the items of discussion for the proposed meeting.

Art. 5.2. Notice for the meetings
A written notice for the ordinary and extraordinary General Assembly meetings stating the place, day and time of the meeting as well as the agenda, shall be mailed by the Secretariat to each member, with adequate documentation, not less than twenty-one days but no more than sixty days prior to the date of the meeting. The agenda should leave some time for any other issue to be raised and discussed by the members.

The competence of the extraordinary General Assembly meetings is restricted to the items stated in the agenda of the written notice.

Art. 5.3. Participation
The General Assembly meeting is composed of all Ordinary and Affiliate members or their representatives.

Each member shall designate in writing a representative or proxy, preferably among its managerial staff, who will have power to represent that member in all matters treated by the meeting of RSPO.

The mandate of representative of a member shall be terminated automatically as soon as the representative ceases to be an employee of the member, or if his association with the member ceases to exist or if their relations are terminated in any way, or if the membership with RSPO itself is terminated. If no representative of a member can be present at a meeting, a proxy can be given to another member in writing. Such a proxy is valid only for a specific meeting date and a specific topic on the agenda.

Art. 5.4. Quorum, majority
The majority of the Ordinary members with voting rights in the RSPO organisation constitute the quorum.

Except stated otherwise in the present by-laws, the decisions are taken by a simple majority vote of the Ordinary members present or represented. The President has a casting vote.

The General Assembly meeting has the power to take all necessary or useful actions to accomplish the purpose of RSPO. In particular, but without any limitation, it has the power to:

  • actively and constructively communicate and support the continuation of the Roundtable process and the implementation of Roundtable projects;
  • Elect the members of the Executive Board within their own sector;
  • Elect the auditor of RSPO;
  • Establish the principle guidelines for the general policy of RSPO;
  • Take into consideration and decide on proposals of the Executive Board;
  • Make all recommendation to the Executive Board in view of the establishment of any useful Committee or Working Group;
  • Approve RSPO annual accounts and budgets.

Art. 5.5. Minutes
The deliberations of the General Assembly meetings shall be recorded in minutes prepared and signed by the President of the meeting and approved by the General Assembly.

All members shall have access to the minutes which will be available on the RSPO website. Paper copies will be available on request. All minutes are kept in a register at the secretariat of RSPO, where all members may consult and take copies thereof.