SABA © Constitution Mag
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CONSTITUTION OF THE SOUTH AFRICAN BONSAI ASSOCIATION.
1. INTERPRETATION
1.1. Throughout this Constitution and in any Regulations framed under it, words importing the singular shall include the plural, words importing the masculine gender shall include the feminine and neuter genders and vice versa unless such interpretation is inconsistent with the context thereof.
2. NAME
2.1. The name of this body shall be the South African Bonsai Association, hereafter referred to as SABA
3. OBJECTIVES
3.1. The objectives of SABA shall be:
3.1.1. To promote, co-operation between South Africa Bonsai and associated arts and International Bonsai, irrespective of race, colour, creed or national origin for the purpose of improving the art and image of bonsai.
3.1.2. To serve as the official accredited representative of members in matters of national and international concerns and to nominate a person or persons to act as representative(s) of the Association.
3.1.3. To promote and provide information on bonsai through activities such as symposia, conventions, demonstrations, workshops, newsletters, magazines and other meetings.
3.1.3.1. The National Convention will be hosted by an affiliated SABA member club under the auspices of SABA.
3.1.4. To be responsible for the definition, maintenance and implementation of bonsai policy for South Africa.
3.1.5. To honour the autonomy and undisturbed identity and authority, of all member clubs.
4. POLICY
4.1. All members will adhere to the policies defined, implemented and amended from time to time by SABA.
5. POWERS
5.1. SABA shall not engage in any activity or transaction, which has as its object, the financial gain of any person or persons or any institution other than SABA. The income and property of SABA shall be used solely for the pursuit of SABA’s objectives.
5.2. To collect, canvass for and to accept subscriptions, donations, bequests, endowments and benefits of any nature, from any person or body or from any source whatsoever,
5.3. To invest the funds and assets of SABA in securities nominated by the Exco subject to approval of a two-thirds majority of members with voting rights present at a General or Special Meeting,
5.4. To arrange functions for members and guests
5.5. To buy, dispose of, rent, lease and/or hire movable property, goods and services required for the effective conduct of SABA’s affairs.
5.6. To levy affiliation fees, entrance fees, subscriptions and any other monitory contributions as may be seen to be necessary to promote the objectives of SABA.
5.7. To expedite from time to time the conduct of SABA business.
5.8. To do all such things as are incidental or conducive to the attainment of the SABA objects, to make vary and repeal the rules and regulations for the better conduct of SABA, subject to approval of a two-thirds majority of members with voting rights present at a General or Special Meeting,
5.9. To appoint both temporary and permanent committees and sub-committees as may be found necessary for the efficient administration of the organization or for any special purpose and to delegate thereunto such powers as may seem desirable. The Chairman of any such committee or sub-committee shall be an ex-officio member of and shall report to the Executive Committee for as long as such committee or sub-committee is in existence.
5.10. To appoint experts and advisors, to committees and sub-committees, as required. Such experts and advisors may attend committee meetings and participate in deliberations but shall have no vote.
5.11. To ensure that all cheques and other negotiable instruments are signed by not less than two (2) persons, one of whom must be the Treasurer and the other an appointed member of the committee who may not be the spouse or close relative or member of the household of the Honorary Treasurer.
6. TRUSTEES
6.1. The President of SABA for the time being shall be the Trustee of SABA in who shall be vested all movable and immovable property of SABA and who shall be entitled to sue and accept service in the name of SABA. In handling the property of SABA and in dealing with legal issues the Trustee shall always act on behalf of SABA and in accordance with such directions given or decisions made from time to time by the Exco or passed by members of SABA in general meeting.
7. INDEMNITY
7.1. All office bearers and members of SABA shall be indemnified by SABA in respect of any legal liability incurred while acting on behalf of SABA, provided they acted in accordance with directions or restriction given or decisions made from time to time by the Exco or passed by members of SABA in general meeting.
8. MEMBERSHIP
8.1. Membership shall be open to all constituted bonsai clubs and individuals and legal entities wishing to pursue the objectives of SABA.
8.2. Membership to SABA will be granted by the executive committee on payment of the required fee.
8.3. Member clubs shall have voting rights - one vote per club.
8.4. Individual members and other legal entities will not have the right to vote.
8.5. Any member clubs unable to send delegates to a meeting may nominate a proxy, in writing, who shall be entitled to vote on its behalf.
8.6. The Committee shall have the right to terminate a membership of SABA, without recourse if
8.6.1. Upon failure to pay the initial and/or any renewal subscription within sixty (60) days of the date on which it became due;
8.6.2. Upon the receipt by the Secretary of written notice of resignation.
8.6.3. All fees, subscriptions and other moneys due prior to the date of receipt of the notice of resignation shall remain due and payable
8.6.4. Upon the death of a member, insolvency or liquidation
8.6.5. Upon the event of any member being convicted of any offence and sentenced to imprisonment without the option of a fine.
8.6.6. Upon the member being disqualified or suspended by any member organization.
8.6.7. Any member who is deemed to have damaged the public image of SABA, the committee shall first give the member a reasonable opportunity of placing before them such explanations, as the member may desire to make. After considering such explanations, the committee may, at their discretion, find that it is in the best interests of SABA to recommend, that such person shall cease to be a member of SABA.
8.6.8. No appeal against loss of membership will be entertained.
9. MANAGEMENT / Executive Committee (EXCO)
9.1. Every member club shall be entitled to nominate one active member as its official delegate to SABA meetings. This delegate shall together constitute the full board of SABA.
9.2. The executive committee shall comprise a President, Vice President, Secretary, Treasurer and magazine Editor who shall be elected by the official delegates.
9.2.1. The President or the President’s appointee shall represent South Africa on the Board of Directors of the African Bonsai Association (ABA).
9.3. Members of EXCO shall hold office for a period of two years, but shall be eligible for reelection for a further two-year term, with the exception of the President whose term shall not exceed 4 (four) consecutive years.
9.4. Only fully accredited members of SABA or affiliated clubs may offer themselves for election to the committee.
9.5. Not more than one (1) member of any family shall hold office or be a committee member at any one time.
9.6. All Committee members upon conclusion of their term of office may offer themselves for reelection provided they remain eligible in all respects, but no member shall serve more than three consecutive terms.
9.7. A Committee member’s seat shall fall vacant if such member
9.7.1. dies - from the date of his death.
9.7.2. is declared insolvent.
9.7.3. is liquidated.
9.7.4. resigns - from the date of such resignation.
9.7.5. otherwise ceases to be a member of SABA or an affiliated club.
9.7.6. fails to attend three (3) consecutive meetings of the Committee without the permission of the Committee.
9.7.7. Hereof the Committee may appoint a suitable member of SABA or an affiliated club to fill any vacancy caused by insufficient members offering themselves for election at the Annual General Meeting or arising in terms of subsection 9.7 above when such member shall hold office for the remainder of the term of office of the committee member he has replaced.
9.8. The President shall be appointed at an AGM along with a Vice President. Should either resign an acting President / Vice President may be appointed by the EXCO, until the following General Meeting.
9.9. A quorum shall consist of two thirds of the eligible membership of the committee
9.10. Any disputes with the definition of infringement or club activities that pertain to strategic direction defined by SABA, shall be referred to a committee for arbitration. The committee chairman will have a casting vote if the committee is deadlocked.
9.11. Any issues raised at the SABA meetings must be circulated to committee for approval and then be tabled at the next meeting for noting. The executive officers, namely the President acting with the Vice President and/or the Treasurer, and/or the Secretary, may deal with matters arising between meetings, but any decisions taken shall be subject to confirmation by the committee and will be binding on all member clubs.
10. MEETINGS
10.1. Annual General Meeting.
10.1.1. Annual General Meetings hereafter referred to as A.G.M. An A.G.M. of member clubs shall be held at a time and venue to be decided by the EXCO. Formal notice of the meeting, together with a statement of accounts and an agenda, which may incorporate any special business matters, shall be sent to all member clubs at least 30 days prior to the meeting. The quorum for an A.G.M. shall be 50% representation of the membership clubs of SABA. The business of the meeting shall be:
10.1.1.1. To confirm the minutes of the previous A.G.M.
10.1.1.2. To receive the report of the President on the affairs of SABA during the preceding twelve months.
10.1.1.3. To receive the report of the Treasurer, together with the audited Annual Financial Statement.
10.1.1.4. To review a budget on expected expenditure.
10.1.1.5. To elect the Executive Committee for the ensuing period, where applicable.
10.2. Special General Meetings.
10.2.1. A Special General Meeting shall take place on the date and venue decided upon by the EXCO or voting may be conducted by way of correspondence through any means of national communication.
10.2.2. Three members of the Committee, or ten members of SABA can call a special meeting if they so decide. Notice of the special meeting shall be circulated to all other members not less than 21 (twenty one) days before the SGM is due to take place and the notice must advise details of the agenda items to be discussed at the meeting. If, however, one of the matters to be discussed is to appoint a new Committee member or to change the Constitution, then the notice period shall be not less that 30 (thirty) days before the meeting is due to take place.
10.2.3. Any motion presented shall require a two-thirds majority of the votes cast at the meeting prior to acceptance. In the case of a tie in the voting, the matter shall be referred back to the clubs.
10.2.4. No business except that stated in the notice convening the meeting may be transacted at any Special General Meeting.
11. COMMITTEE MEETINGS.
11.1. Procedure
11.1.1. One half of the full Committee forms a quorum; otherwise the whole committee forms a quorum, when meeting via electronic telecommunication.
11.1.2. The Exco shall meet for the dispatch of business as often as is necessary but not less than once every three (3) months.
11.1.3. The Secretary shall convene a meeting of the Committee immediately on receipt of a written request by at least two (2) members of the Committee and setting out in full the purpose of the meeting.
11.1.4. Not less than seven (7) days notice of all meetings of the Committee shall be given.
11.2. Voting
11.2.1. Only persons whose membership for the current year has been confirmed by the Committee shall be eligible to vote at any meeting.
11.2.2. Except where elsewhere provided, at all General Meetings of SABA every member present as per clause 8 shall be entitled to vote. Matters before such meetings shall be decided by a simple majority of the votes of those present and entitled to vote. Where a specific majority is required in terms of this Constitution or where six (6) or more voting members so demand then such voting shall be conducted by secret ballot. The result of the ballot shall be deemed to be a decision of the meeting at which the ballot was requested.
11.3. At Committee meetings all committee members shall have one (1) vote. Matters before the Committee shall be decided upon by a simple majority of the votes of those present and voting, except where a specific majority is required in terms of this Constitution.
11.4. At all meetings of SABA or any SABA Committee or Sub-Committee, the Chairman of the meeting shall, in the event of an equal number of votes cast for and against a motion, have a casting vote in addition to his deliberative vote.
11.5. At all special and general meetings of SABA at which members of the Committee are due to be elected, any member entitled to vote, who is unable to attend the meeting in person, may cast their vote on this matter only by post.
11.6. All Postal Votes must be received by SABA Secretary no later than three 3) days prior to the meeting and must be accompanied with a copy of the voter’s identity document.
11.7. The votes will be opened at the General Meeting in front of the members present at the meeting.
11.8. The votes are to be counted by one member of the Committee and a neutral party.
11.9. All Postal Votes will be available for inspection at the end of the meeting.
11.10. Minutes will be kept during meetings, and distributed as soon as possible afterwards to the members of the committee. The minutes are approved at the next meeting.
12. FINANCE
12.1. An affiliation fee for each individual member shall be payable by each member club to SABA annually. The amount of this fee shall be proposed and accepted at the AGM preceding its due date.
12.2. The financial year of SABA shall run from 1st July to 30th June of each year.
12.3. At the end of each financial year the EXCO shall appoint an Auditor, who need not necessarily be a member of SABA, but shall hold adequate qualifications and experience to discharge his duties. He shall audit the books of account, verify the assets of SABA, audit the annual income and expenditure and balance sheet and report thereon prior to the Annual General Meeting.
12.4. No member of the EXCO or any other committee or sub-committee of SABA or any of their close family shall be eligible for appointment as Auditor.
12.5. EXCO shall be empowered to open banking accounts at any registered financial institution. All accounts opened shall be in the name of the South African Bonsai Association.
12.6. The authorized signatories to affect withdrawals from such accounts shall be any two members of EXCO, one of whom must be the Treasurer and the other an appointed member of the committee who may not be the spouse or close relative or member of the household of the Honorary Treasurer.
12.7. No indebtedness shall be incurred in the name of SABA without the sanction of the EXCO.
12.8. No profits or gains will be distributed to any person and the funds of the Association will be utilized solely for investment or the objects for which it was established.
12.9. The Treasurer shall keep the books of account which shall be open for inspection at all reasonable times.
12.10. The liability of members shall be limited to the amount of their affiliated fees.
12.11. Exco shall not be empowered to borrow funds from a financial institution without approval from a two thirds majority of affiliated clubs. Should the need arise, member clubs and individual members are to be canvassed for financial assistance.
13. REMUNERATION
13.1. SABA is founded not for gain.
13.2. No office bearers or members of the management are remunerated for services rendered.
13.3. A member may be reimbursed for reasonable expenditure related to SABA matters. Any such expenditure must be approved by the committee.