Proposed
Constitution of the Bapedi Sheep Breeders Society of South
Africa
When used in this
constitution and bye-laws, unless a contrary meaning is
apparent from the context:
"Act" means the Animal
Improvement Act, 1998 (Act No. 62 of 1998) or any
subsequent legislation having similar objectives than
the said Act, and includes the regulations promulgated
in terms thereof;
"animal" means a sheep
of the breed registered or eligible for
registration in the Pedi Flock Book and the words
“ewe/s”, “lamb/s”, “sheep” and “ram/s” shall have the
same meaning;
"Association" means the
South African Stud Book and Animal Improvement
Association;
"birth" means the birth
of a sheep;
"breeder" means a member
of the Society who is the owner of –
(a) the ewe at the date of birth of an animal to
be registered;
(b) an animal at the date
of application for registration in the Flock Book;
"buyer" means the person
or persons to whom ownership/joint ownership of an
animal is transferred by the seller of such an animal;
"Constitution" means the
constitution (inclusive of the bye-laws) of the Society;
"Council" means the
Council of the Society duly elected in terms of the
Constitution;
"Department" means the
Department of Agriculture in the National Government;
"embryo" means a
fertilised ovum of an animal;
"Flock Book" means the
Flock Book of the Society in which shall be inscribed
the details of all Bapedi’s;
"inspector/s" means a
person/s appointed by Council for the purposes referred
to in Clauses 9(i) and 9(j);
"Minister" means the
Minister responsible for agriculture;
"ovum" means the ovum of
an animal and includes an embryo;
"owner" means the person
who -
(a) according to the records of the Association,
possesses the animal concerned; or
(b) submits proof to the satisfaction of the
Council that the animal concerned is eligible to be
so registered or inscribed in his name;
"registering" refers to
the procedure by which the Association inscribes Pedi
sheep in the Flock Book, or by which a prefix or
designation mark is placed on the records of the
Association;
"Registrar" means the
officer designated as Registrar of Animal Improvement in
terms of the Act;
"Secretary" means the
secretary of the Society;
"seller" means the
person or persons being the owner/joint owner/s of an
animal according to the records of the Association or,
in the case of an imported animal, the owner in the
country of origin who disposes of such an animal;
"semen" means the semen
of an animal;
"South African-bred
Pedi" means an animal born in, or whilst in transit to,
South Africa: Provided that an animal born from an
imported ovum or embryo, shall be regarded as an
imported Pedi; and
"Territory" means South
Africa and such other countries as the Society may from
time to time, with the approval of the Association,
determine.
Other words,
abbreviations and phrases in this Constitution, not
defined above, shall, unless a contrary meaning clearly
appears from the context, have the same meaning assigned
thereto in the Act.
In the
Constitution, unless the contrary intention appears
clearly from the context, words referring to persons in
the masculine gender shall include females, words in the
singular shall include the plural, and words in the
plural shall include the singula
The name of the Society
is the Pedi Sheep Breeders’ Society of South Africa.
2.1 Subject to the provisions of
the Act and of this Constitution, the objectives of the
Society shall be:
(a) to encourage and promote the
breeding and the improvement of the genetic production
potential of animals in the Territory, especially
amongst previously disadvantaged communities and
emerging farmers;
(b) to maintain unimpaired the purity of the Pedi breed in the
Territory and promote the interests of the breed by all
possible and available means;
(c) to encourage the collection,
preservation and development of the breed by sound
selection in accordance with the accepted description of
a Pedi and to eliminate contamination by foreign breeds;
(d) to maintain a "Breed
Standard" based on visual appraisal for genetic defects
and conformation in as far as it is related to
functional efficiency. For this purpose all data shall
be made available to the Council, inspectors and
appointed subcommittee/s;
(e) to compile, keep and
maintain accurate records of the pedigrees and
particulars of all animals duly registered or recorded
through the Society by the Association in the Flock
Book;
(f) to allow and control the
competitive showing of animals; and
(g) to safeguard and advance the
common interests of breeders in the Territory, and
generally to give effect to the objectives contemplated
by the Act.
(f) to assist emerging farmers
by establishing a trust fund, and to solicit donations
therefore, with the primary intention to:
i)
buy rams to rotate amongst previously
disadvantaged communities with Pedi Sheep and emerging
farmers with the object of improving indigenous Pedi
Sheep stock;
ii)
provide training in husbandry of Pedi Sheep
iii)
assist emerging farmers to participate in all
facets of the Society.
2.2 The Society will not –
(a) carry on any profit making
activities; or participate in any business, profession
or occupation carried on by any of its members, or
provide any financial assistance, premises, continuous
services, or facilities to its members for the purpose
of carrying on any business, profession or occupation by
them; and
(b) have the power to carry on
any business, including, inter alia, ordinary
trading operations in the commercial sense, speculative
transactions, dividend stripping activities as well as
the letting of property on a systematic or regular
basis.
Subject to the terms of
the Constitution, the Society shall have the power:
(a) to carry out such functions and perform such
duties as are or may be imposed upon it by virtue of
its incorporation in terms of the Act and its
membership of the Association; and
(b) generally to do all such acts as a body
corporate may by law perform and which the Society may
deem necessary for the attainment of its objectives.
Subject to the
provisions of Clauses 4.2.1 and 4.2.2, membership of the
Society shall be limited to persons above the age of 18
years and shall consist of certain categories of
members.
Persons who are resident in the Territory and
engaged, directly or indirectly, in the breeding
of animals, shall be eligible for membership of
the Society as Ordinary Members who shall enjoy
all the rights and privileges of membership,
including the right to vote at any general
meeting of the Society, and the right to be
elected to the Council. For the purposes of
this sub clause a company, close corporation,
partnership or body corporate shall be deemed to
be a person and, subject to Clause 4.4, be
eligible for Ordinary Membership of the
Society, Provided that:
(a) persons who
are active breeders of Pedi sheep shall be termed Active
Ordinary Members; and
(b) all other
Ordinary Members shall be termed Non-Active Ordinary
Members.
Any
Ordinary Member may, with the approval of the
Council, become a Life Member by paying ten
times the prevailing membership fee for Ordinary
members as is laid down by the Council.
For
special services in the interest of the Pedi
breed, a person may at an Annual General
Meeting, upon recommendation of the Council, be
elected an Honorary Life Member, who shall enjoy
all the rights and privileges of Ordinary
Membership, including the right to vote at any
meeting of the Society and the right to be
elected to Council.
Any
person under the age of 18 years may become a
Junior Member on approval of Council: Provided
that a Junior Member may not vote at meetings of
the Society, is not eligible for election to
Council, but upon payment of the scheduled fees
may partake in the other activities of the
Society; and provided further that the Junior
Member's parents or guardians countersign the
application and accept full responsibility for
the financial and other commitments towards the
Society on behalf of such a Junior Member.
A husband and wife and
their minor dependants under the age of 18 years may
enrol under a family membership at a reduced rate. The
husband and wife shall individually have the same rights
as Ordinary Members and their minor dependants shall
have the same rights as Junior Members
4.3.1 A company, close corporation,
partnership or body corporate applying for Ordinary
Membership shall disclose to the Society such facts as
may be necessary to determine the nature of the
controlling interest therein and shall then, or at any
time thereafter, in addition to the requirements imposed
in respect of all applications, furnish the Society with
the name and address of the person appointed by it to
act as its representative at meetings of the Society.
Such a person shall have the right to nominate an
alternate in writing, which nomination shall be handed
to the Secretary not later than the time of the meeting
at which such an alternate will be present.
4.3.2 All communications addressed
to such an authorised representative referred to in
Clause 4.3.1 shall be deemed to be duly served upon the
company, close corporation, partnership or body
corporate, and at all meetings at which such an
authorised representative is in attendance on behalf of
the company, close corporation, partnership or body
corporate, such company, close corporation, partnership
or body corporate shall be deemed to be duly
represented.
4.3.3 The principal person so
appointed to represent such a company, close
corporation, partnership or body corporate shall be
eligible for election to Council in terms of Clause 8.
4.3.4 Should such a company, close
corporation, partnership or body corporate cease to
comply with the requirements of Ordinary Membership as
laid down in Clauses 4.2.1 and 4.2.2, its rights shall
automatically be terminated, and the provisions of
Clause 4.3.5 shall mutatis mutandis apply in
respect of such a company, close corporation,
partnership or body corporate.
4.3.5 The liquidation of a company
or close corporation and the dissolution of a
partnership or body corporate shall automatically result
in the termination of its membership of the Society,
provided that –
(a) all amounts owing to the Society as at the date
of liquidation or dissolution shall be recoverable by
the Society from the liquidator of such a company or
close corporation, or from the members (either jointly
or severally) of such a partnership or body corporate;
(b) the liquidator of such a company or close
corporation and the members of such a partnership or
body corporate shall be obliged to discharge all the
obligations of such a company, close corporation,
partnership or body corporate in respect of
registrations, transfers and whatever obligations the
company, close corporation, partnership or body
corporate would have had to discharge as a member of the
Society; and
(c) whatever fees may become due and payable as a
result of fees, registrations, transfers or other
obligations which have of necessity to be fulfilled
after such automatic termination of membership, shall be
raised on the scale payable by Ordinary Members.
4.5.1 Application for membership of
the Society shall be made to the Secretary in writing in
such form as may be prescribed by Council, and shall be
accompanied by the relevant subscription and/or entrance
fees as set out in the Society's Schedule of Fees.
4.5.2 Council may admit any
applicant to membership of the Society either
unconditionally or on such conditions as it may
determine, or it may refuse admission to membership,
disclosing the reason for such a refusal.
4.5.3 An applicant to whom
admission to membership has been refused shall be
entitled to a refund of any fees forwarded with his
application for membership.
Save for executors of deceased estates, trustees
of insolvent estates and liquidators of
companies or close corporations, the rights and
privileges of every member of the Society shall
be personal to himself and shall not be
transferable or transmissible either by his own
act or by operation of law. These shall include
the following rights –
(a) to receive all reports and other matters
published by the Society for distribution amongst
members;
(b) to apply for the inscribing or registration of
animals under the Society's rules;
(c) to attend all general meetings of the Society
and, where applicable, have the right to vote at such
meetings;
(d) to receive technical advice on Pedi matters from
the Society's inspectors and officials (cost of same to
be defrayed by the applicant); and
(e) to consult and use the Society's official
reports.
5.1 The amounts payable to the
Society in respect of all subscriptions, fees or any
other dues and commissions shall from time to time be
determined by Council and shall be submitted to members
for approval aty.
5.2 Annual subscriptions and
fees shall become due and payable in advance in each and
every year on a date or dates to be determined from time
to time by Council, and shall be deemed to be in arrear
if unpaid after 90 days from date of invoice.
5.3 Any member whose
subscription is in arrear, or who is indebted to the
Society in respect of any fees or dues for a period
longer than 30 days after a demand by registered post
for payment thereof has been addressed to him by the
Secretary, shall cease to enjoy any of the rights and
privileges of membership until such a time as such
indebtedness has been liquidated.
5.4 Council may cause an
interest charge to be levied and collected on arrear
accounts at a rate determined by Council from time to
time.
5.5 Any member who, for any
reason whatsoever, has ceased to be a member of the
Society, shall remain liable for all amounts due to the
Society, as at the date on which his membership ceases.
5.6 Should the Council determine
that an account is in arrear and should such an account
be handed over to a firm of attorneys for collection,
then the member shall be liable to the Society for
payment of all legal charges, collection, and attorney
and client costs incurred in addition to the principal
amount, fines and penalties owing by him.
6.1 Any member may resign from
the Society by giving not less than one month's written
notice to the Secretary: Provided that such a
resignation shall not take effect before and until all
moneys owing to the Society by such a member have been
paid, and furthermore until such a member has discharged
all his obligations in respect of registrations,
transfers or any other obligation he would have had to
discharge as a member of the Society.
6.2 Council may expel and/or
terminate its services to any member who –
(a) despite due notice and demand directed to him by
registered letter from the Secretary continues to remain
in arrear in respect of any fees or dues for a further
period of 60 days;
(b) has acted in any manner which in the opinion of
the Council is or may be prejudicial to the interests of
the Society or any of its members;
(c) has infringed any provision of the
Constitution; or
(d) has been found guilty of an offence under the
Act;
Provided that no
proceedings for expulsion shall be initiated against any
member of the Society unless the Secretary has, at least
30 days prior to the date of the Council meeting at
which such an expulsion is to be dealt with, addressed a
registered letter to such a member notifying him of his
proposed expulsion, and calling upon him, if he so
wishes, to present, either personally or through his
duly authorised representative, his side of the case at
such a meeting of Council.
6.3 Any member who has been
expelled shall be notified by the Secretary in writing
within a period of ten days from the date upon which the
resolution effecting his expulsion was passed, or upon
which his membership was forfeited.
6.4 Upon expulsion of a member,
Council may at its discretion direct the Secretary
forthwith to remove from the Pedi Flock Book and any
other registers or records of the Society, the name of
the member so expelled, and to apply to the Association
for the cancellation of all registrations effected by
it, in respect of animals bred by the expelled member
and owned by him at the date of his expulsion. The
Secretary shall moreover call upon the expelled member
forthwith to deliver to the Society the registration
certificates in respect of all animals bred and owned by
him at the date of his expulsion.
6.5 From the date of his
expulsion no transfer of an animal bred by the expelled
member shall be registered in his name, no notifications
of birth shall be accepted from him, and he shall be
notified accordingly.
6.6 A person who, for whatever
reason, has ceased to be a member of the Society, may
thereafter again be admitted to membership, upon
application made in terms of Clause 4.5.
7.1 The Society shall keep a
register of all members reflecting the date of their
admission to membership, their postal addresses, the
amounts received from them with the date of payment, and
arrears, if any, which may be due.
7.2 Every member shall
communicate in writing to the Secretary any change of
his postal address, and all notices or publications
posted to the registered address of a member shall be
considered as duly delivered to him.
7.3 Communications consigned
under registered cover to members by the Secretary shall
be binding.
7.4 The Secretary shall submit
to the Association such information as it may require
concerning admissions to membership, terminations of
membership (for whatever reason), and postal addresses
of members.
8. COUNCIL AND
EXECUTIVE COMMITTEE
The Council shall consist of a minimum of six members
elected at the Annual General Meeting from amongst
members with the rights of Ordinary Members and who are
in good standing with the Society. The electorate shall
be persons present at the Annual General Meeting with
the rights of Ordinary Members and who are in good
standing with the Society. Additional non-voting members
may be co-opted or elected at the discretion of
Council. Elected Council members shall hold office for
a period of two years, and shall retire at the Annual
General Meeting at the end of this period. Retiring
members shall be eligible for re-election.
8.2.1 The President and
Vice-President, who shall hold office for a period of
two years each, shall be elected from the elected
members of the Council by the members with voting rights
present at the Annual General Meeting.
8.2.2 Members elected as President
and Vice-President shall be eligible for re-election as
such.
In addition to the
elected and/or co-opted members of Council, the
following persons will also serve on Council in an
advisory capacity and are also entitled to attend any
Council or general meeting, but without the right to
vote at any such meeting:
8.3.1 Representative of the ARC
: Livestock Business Division
Such
a member may in consultation with the Director of the
ARC-LBD be co-opted on Council.
8.3.3 The Secretary
The Secretary or in his absence any senior
officer of the Society.
The Executive Committee
of the Council shall consist of the President,
Vice-President and a member of Council, the latter to be
appointed by Council. All actions or decisions of the
Executive Committee shall be approved and confirmed at
the ensuing Council Meeting.
8.5 Should any member of
the Council die, resign or cease to be a member of the
Society, the Council may appoint another member of the
Society as his substitute with full powers and for the
unexpired period of his term of office. The Council
shall be deemed to be duly constituted and shall
continue exercising all the powers conferred upon it,
notwithstanding any vacancies in its body.
8.6 In the event of the office
of President or Vice-President becoming vacant before
the expiration of the period for which he was elected,
the Council shall at its first ensuing meeting elect
another of its members to fill the vacancy for the
unexpired portion of that period.
8.7 Members of Council absenting
themselves from two consecutive meetings without leave,
or other satisfactory reasons, shall automatically
vacate their seats.
9. POWERS AND
DUTIES OF COUNCIL
Council shall, subject
to the terms of the Constitution and subject further to
the directives of the general meetings of the Society as
given from time to time, have the power to do all such
things it deems necessary or advisable in the interests
of the Society and for the advancement and attainment of
the Society's objectives and in particular shall have
the power –
(a) to appoint, dismiss or suspend such attorneys,
or other legal representatives, auditors, agents,
officers or officials or other employees for or from
permanent, temporary or special services as it may deem
fit; to determine their powers and duties and to fix
their remuneration and conditions of service and to
require such security for the due performance of their
functions as it may in particular cases deem expedient;
(b) to institute, conduct, defend, compound or
abandon any legal proceedings by or against any of its
officers or officials or other employees in connection
with the affairs of the Society, and to compound or
allow, or ask for time for payment or satisfaction of
any debts due to or any claim or demand by or against
the Society;
(c) to open one or more banking accounts in the name
of the Society, and to draw, accept, endorse, make or
execute any bill of exchange, promissory note, cheque or
other negotiable instrument in connection with the
conduct of the affairs of the Society;
(d) to invest, or in any other manner deal with any
moneys not immediately required for the purposes of the
Society, upon such securities and on such terms as it
may deem fit and, from time to time, to change or
realize any such investments: Provided that funds
available for investment may only be invested with
registered financial institutions as defined in
section 1 of the Financial Institutions
(Investment of Funds) Act, 1984, and in securities
listed on a licensed stock exchange as defined in the
Stock Exchanges Control Act, 1985 (Act No. 1 of 1985);
(e) to lend or borrow money for the purposes of the
Society upon security as determined by it; to enter into
indemnities, guarantees and suretyships and to secure
payment there under in any way; to make donations; to
undertake and execute any trust; to secure the payment
of moneys borrowed in any manner, including the
mortgaging and pledging of property, and, without
detracting from the generality thereof, in particular by
the issue of any kind of debenture or debenture stock,
with or without security;
(f) to purchase, hire, take on lease or acquire for
the purpose of the Society, buildings, land, goods,
chattels and effects; to sell, mortgage, pledge, let,
alienate or otherwise dispose of any movable or
immovable property belonging to the Society, and to
apply the consideration arising there from in such a
manner as it may consider to be to the best advantage of
the Society;
(g) to manage, insure, sell, lease, mortgage,
dispose of, give in exchange, work, develop, build on,
improve, turn to account or in any way otherwise deal
with all, or any part, of its property and assets;
(h) to co-opt the services of any member of the
Society or other person and to appoint persons or
subcommittees upon such terms and with such powers as it
may from time to time deem expedient: Provided that the
President and Vice-President of the Society shall be
ex officio members of all subcommittees with full
rights and privileges;
(i) to appoint or discharge inspectors for the
examination of animals submitted for registration and
for such other purposes as members of the Society may
require the service of such inspectors and to give such
inspectors instructions and powers in regard to their
duties for the purpose of ensuring that the objectives
of the Society are being carried out;
(j) to order an investigation by inspectors of the
Society in any case where records are not properly kept
or where any doubt should arise as to the correctness of
the identity of any animal or animals, and to take such
action as it may consider advisable in the interests of
the Society;
(k) to remunerate any person or persons for services
rendered and to establish schemes for the provision of
pensions, gratuities and other incentives for its
office-bearers and employees;
(l) to convene a general or any other meeting of
the Society, either in compliance with a special request
thereto made in accordance with the provisions of the
Constitution or otherwise if it is deemed necessary;
(m) to grant leave of absence to any member of
Council or any official or employee of the Society, for
such a period and upon such terms as it may in each case
determine;
(n) to impose and exact such penalties as may be
prescribed from time to time for contravention or
infringement of the Constitution, rules and regulations
of the Society;
(o) from time to time, subject to the provisions of
Clause 5, to adjust or revise subscriptions, fees or
dues and to prescribe any such additional fees or dues
as it may deem necessary;
(p) to pay all costs and charges in connection with
the administration and management of the affairs of the
Society;
(q) to receive and consider applications for
membership and to accept or refuse such applications at
its discretion;
(r) to collect and receive subscriptions, fees,
donations, other dues and funds and to devote same
towards the objectives of the Society and towards
promoting the Pedi breed;
(s) to frame, alter and rescind rules and
regulations for conducting the business and carrying out
the objectives of the Society, to frame or amend any
schedule pertaining to the Constitution as may be deemed
necessary from time to time, and to investigate disputes
arising from the application of the Constitution and to
give decisions in regard thereto;
(t) to organize and promote sales, either by public
auction or private treaty and for such purposes to
appoint auctioneers and agents;
(u) to elect a representative/s to the Annual
General Meeting of the Association and to nominate a
person or persons to represent the Society on any
committee, body or organisation as may be necessary;
(v) for the better and more convenient carrying on
and fulfilment of the business of the Society to appoint
one or more members or officials with power and
authority to sign and receive documents, papers and
process, and to act, sue and be sued on behalf of the
Society;
(w) to cancel membership of any person in accordance
with Clause 6;
(x) in accordance with Clause 5.3 to refuse
inspection, registration and other work for members
whose accounts are overdue;
(y) to draw up and lay down minimum standards by
which:
(i) animals shall be inspected by
inspectors;
(ii) applications for importation and
exportation of animals shall be approved;
(z) generally to perform all such acts as may be
necessary for the welfare of the Society and the conduct
of its affairs, provided always that any action taken,
or instructions given, shall not be contrary to the
terms of the Constitution.
The Executive Committee
shall meet when necessary in order to carry out the
duties delegated to it by Council.
10.2.1 Council shall meet at such a
time and place as it may from time to time determine, or
as may be decided by the President: Council meetings
conducted by telephonic conference calls shall be deemed
to have taken place in the office of the Society. Not
less than two Council meetings shall be held in each
financial year.
10.2.2 A special Council meeting –
(a) may be called by the
President (or in his absence by the Vice-President) at
such a time and place as such an office-bearer may
decide; or
(b) shall be called upon a
requisition signed and addressed to the Secretary, by
not less than four members of the Council stating the
reasons for such a meeting.
10.2.3 Not less than 21 days prior to
the holding of a Council meeting, written notice of the
time, date and place of such a meeting shall be posted
by the Secretary to each member of Council. In the case
of Council meetings conducted by telephonic conference
call not less than seven days telephonic notice shall be
given to each member of the Council.
10.2.4 No resolution of Council in
respect of any matter shall be varied or rescinded
unless the resolution varying or rescinding the same be
passed at a meeting in respect of which not less than 21
days' notice specifying the intention to vary or rescind
has been given to all Council members: Provided that a
resolution may be varied or rescinded without such
notice if at least 5 members of the Council are present
and so decide.
10.3.1 A general meeting of the
Society to be known as the Annual General Meeting shall
be held once a year at such a time and place as may be
determined by Council.
10.3.2 At such an Annual General
Meeting, Council shall submit its annual report,
together with a balance sheet and statement of the
financial affairs of the Society as at the end of the
previous financial year approved by an auditor.
10.3.3 A special general meeting of
the Society, may at any time upon 30 days' written
notice to members, be called –
(a)
by Council; or
(b)
by the President (or in his absence by the
Vice-President); and
(c) shall be so called, upon a
written requisition signed and addressed to the
Secretary, by not less than ten members of the Society
stating the business to be transacted at such a meeting.
10.3.4 Not less than 60 days prior to
the holding of the Annual General Meeting a preliminary
notice of the time, date and place of the meeting shall
be posted by the Secretary to every member. Any member
intending to put forward any matter for discussion at
the Annual General Meeting shall give written notice
thereof to reach the Secretary not less than 40 days
prior to the holding of the meeting. No subject put
forward by any member shall be put on the agenda of the
Annual General Meeting unless the requisite notice of
motion has been given in terms of this sub-clause.
10.3.5 Not less than 30 days prior to
the holding of any general meeting a final notice of the
time, date and place of such a meeting together with the
agenda of such a meeting shall be posted to each member
of the Society.
10.3.6 No resolution shall be taken
at a general meeting in respect of any matter unless
notice thereof appears in the agenda sent to the members
with the notice calling the meeting, unless such a
meeting agrees by two-thirds of the members present and
entitled to vote that any matter not specifically on the
agenda, shall be discussed and voted upon.
10.3.7 Any general meeting may be
adjourned by a two-thirds majority of the members
present thereat and entitled to vote.
The President or,
Vice-President, in this order, shall preside at all
meetings and should both these office-bearers be absent
from any meeting, the members present thereat shall
elect another member to preside at such a meeting, and
any person so elected shall in relation to that meeting,
have all the powers and fulfil all the duties of the
President: Provided that in the event of the death of
the President, the Vice-President shall act as President
until the next Annual General Meeting of the Society.
All matters submitted to
any meeting shall, save as is otherwise provided, be
decided by the votes of the majority of those members
present and entitled to vote and in the event of an
equality of votes, the person presiding at the meeting
shall have a casting vote as well as a deliberative
vote. Voting at all meetings shall be by show of hands,
unless voting by ballot is demanded by one-third of the
members entitled to vote in which event voting shall be
by secret ballot.
No business otherwise
properly and constitutionally transacted at any meeting
shall be invalidated by reason only of the non-receipt
by any member of the notice required to be given to such
a person in terms of the Constitution.
10.7.1 Ten members of the Society
personally present at the commencement of any general
meeting and entitled to vote shall form a quorum for
such a meeting and four Councillors personally present
at any Council meeting and entitled to vote shall form a
quorum for such a Council meeting.
10.7.2 Any two members of the
Executive Committee personally present at the
commencement of any meeting of the Executive Committee
shall form a quorum.
10.7.3 If at any meeting a quorum is
not present, the meeting shall stand adjourned to a time
(not being less than 14 days and not more than 30 days
thereafter) and place determined by the members actually
present, and at such an adjourned meeting the members
present shall form a quorum: Provided that any meeting
at which the President and Vice-President is present
shall, if there is no quorum, stand adjourned for half
an hour. The members then present shall form a quorum
for the disposal of such business (other than any
amendment to the Constitution) as the presiding member
may declare to be of an urgent nature, and such an
adjournment for half an hour shall be without prejudice
to the rights of the meeting after dealing with such
urgent business to adjourn to a time, date and place as
herein provided.
10.7.4 When a meeting has been thus
adjourned, a notice shall be sent to all relevant
members within 14 days after the adjournment, in which
shall be stated the time, date and place to which the
meeting has been adjourned and the reason for the
adjournment.
The electorate responsible
for the election of any official of the Society may
propose a Vote of No Confidence in that official in
cases of gross dereliction of duty and, if a majority
voted in favour thereof, the official shall vacate his
post with immediate effect.
10.9.1 A copy of the minutes of all
general meetings shall be published on the web site of
the Society. Copies of the minutes of the Council and
Executive Committee meetings and meetings of other
subcommittees shall be supplied to all persons serving
on the committee concerned.
10.9.2 The minutes of a general
meeting shall be approved by the Council at its first
meeting following the general meeting.
10.9.3 The minutes of all meetings
approved at a subsequent meeting and signed by the
President, or the person who may chair the subsequent
meeting, shall be proof that all the proceedings were
conducted properly and that all elections, appointments
and resolutions adopted at the meeting are valid and
binding.
11.1 Council shall cause one or
more banking accounts to be opened in the name of the
Society and any amounts accruing to the Society shall be
deposited in such a banking account or accounts as
Council may direct.
11.2 All payments from the funds
of the Society shall be effected by cheque, signed by
the Secretary or a person appointed by Council and
countersigned by the Auditors or such a person or
persons as Council may authorise thereto in terms of
Clause 9(v): Provided that nothing herein contained
shall prevent Council from maintaining and operating a
petty cash fund, or from paying in cash such ordinary
and usual monthly accounts as do not in total exceed a
sum determined by Council, and provided further that the
total sum necessary for the payment of such accounts is
drawn by cheque.
11.3 Council shall cause proper
books of account of income and expenditure to be kept in
respect of the Society.
11.4 All the property of the
Society shall be vested in Council.
11.5 The income and property of
the Society, from whatever source derived, including
profits or gains, shall be applied solely to the
promotion and furtherance of the objectives of the
Society, and no part thereof shall be paid or
transferred, directly or indirectly by way of dividend
or bonus or otherwise, to any person: Provided that
nothing herein contained shall prevent the payment in
good faith of remuneration to any employee or other
person/s for services rendered to the Society.
11.6 The Society's financial year
shall commence on 1 April of each year and end on
31 March of the following year.
11.7 A majority of members present
at an Annual General Meeting, or a Special General
Meeting called for that purpose, may request a formal
audit of the Society’s financial affairs and appoint the
auditors to do so.
The Society shall –
(a) in accordance with the Act be a member of the
Association and shall maintain such membership on the
conditions set out in the constitution of the
Association; and
(b) may further by a majority vote of at least
two-thirds of the members personally present, voting and
entitled to vote at any general meeting, affiliate with
or incorporate any association, society or organisation
having aims and objectives kindred to those of the
Society.
Council shall elect a
representative or representatives to the Annual General
Meeting of the Association in accordance with Clause
9(u).
14.1 The Constitution may be added
to or altered by a resolution approved by not less than
two-thirds of the members present, and entitled to vote
at a general meeting of the Society, of which meeting
and of which proposed addition to, alteration, variation
or amendment of the Constitution, not less than 30 days'
written notice has been given to each member of the
Society.
14.2 No such addition to,
alteration, variation or amendment of the Constitution,
notwithstanding that it has been passed in the manner
prescribed in Clause 14.1, shall be of any force or
effect until and except it is confirmed and approved by
the Association, in terms of the Act, and shall comply
with and be submitted to the Association in the manner
set out in its Constitution.
14.3 Any amendment to the
constitution will be submitted to the Commissioner for
the South African Revenue Service.
The office of the
Society shall be at any centre as may be determined by
Council from time to time subject to confirmation by the
ensuing general meeting of members.
If, upon the winding up
or dissolution of the Society there remains, after the
satisfaction of all its debts and liabilities, any
property whatsoever, such property shall not be paid to
or distributed amongst the members of the Society, but
shall be given or transferred to such other institution
or institutions having objectives similar to those of
the Society as may be determined by a majority decision
of a general meeting of the Society and which is itself
exempt from income tax in terms of section
10(1)(cB)(i)(ff) of the Income Tax Act.
This Constitution and
Schedules hereto having been drawn, submitted and
considered in English, the English version shall be
deemed to be the authentic version. |
