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.    POLICY

3.1.    All members will adhere to the policies defined, implemented and amended from time to time by SABA.

3.2.    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.

3.3. The objectives of SABA shall be:

3.3.1.     To promote co-operation between South Africa Bonsai and associated arts and International

Bonsai organisations, irrespective of race, colour, creed or national origin  for the  purpose of improving the art and image of bonsai.

3.3.2.    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.

3.3.3.    To  promote     and  provide    information  on   bonsai      through     activities  such  as  symposia,

conventions, demonstrations, workshops, newsletters, magazines and other meetings.

3.3.4.    To be responsible for the definition, maintenance and implementation of bonsai policy for

South Africa.

3.3.5.    To honour the autonomy and undisturbed identity and authority, of all member clubs.

​

4.    Structure of SABA

4.1.  Board of Representatives which shall be the ultimate decision making body  consisting of :

4.1.1.     Club delegates/representatives
4.1.2.     Regional Representatives (R Reps)
4.1.3.     Executive committee (Exco)

4.2.  The Executive Committee  shall be elected by the BOR and consist of:

4.2.1.     President

4.2.2.    Vice President

4.2.3.    Treasurer

4.2.4.      Two ordinary members
4.2.5.     Secretary

4.3.  Management committee (Manco) consisting of:

4.3.1.     Exco members

4.3.2.    Regional representatives

4.4.    Regional representatives  consisting of:

4.4.1.    One representative for each region approved by the BoR and elected by the region.

4.5.   Clubs and regional committees consisting of:

4.5.1.      Regional committee co-ordinating clubs and activities within  a region.

4.5.2.      Clubs who have registered and paid all subscriptions for their members.
4.6.  Other interested parties consisting of individuals,  organisations and visitors.

 

5.   POWERS

5.1.  Board of Representatives (BoR)

5.1.1.    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.

5.1.2.    To invest the funds and assets of SABA in securities (unit  trusts, shares etc.) nominated by

the Exco subject to approval of a two-thirds majority of votes cast

5.1.3.    Determine, amend or delete rules and regulations applicable to SABA and its members

subject to approval by a two thirds majority of votes cast.

5.1.4.     Determine/approve the quantum of subscriptions, honoraria etc.

5.1.5.     Give direction to the Exco.

 

5.2.  Executive committee(Exco)

5.2.1.     Manage the day to day affairs in accordance with the direction given by the  BoR

5.2.2.     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,

5.2.3.     The Exco, may open and invest the funds in interests bearing accounts on behalf of SABA

5.2.4.     To arrange functions,  competitions etc. for members and guests

5.2.5.     To buy, dispose of,  rent, lease and/or hire  movable property,   goods and services required

for the effective conduct of SABAs affairs.

5.2.6.     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.

5.2.7.     To expedite the conduct of SABA business.

5.2.8.     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 but have no vote on the Exco committee.

5.2.9.    To appoint experts and advisors, to committees and sub-committees, as required. Such experts and advisors may attend Exco committee meetings and participate in deliberations but  shall have no vote.

5.2.10.  Liaise with the  member clubs through the R Reps
5.2.11.  Duties:

5.2.11.1.     President

5.2.11.1.1.          Act as the trustee of SABA

5.2.11.1.2.           Facilitate the implementation of SABA objectives and the  BOR directives 5.2.11.1.3.           Strategic  planning on behalf of SABA

5.2.11.1.4.          Chair the AGM,  SGM and Exco meetings

5.2.11.2.       Vice president

5.2.11.2.1.          Assist the President

5.2.11.2.2.          Act on behalf of the President when he is unavailable
5.2.11.3.       Treasurer

5.2.11.3.1.          Manage the financial affairs

5.2.11.3.2.          Collect dues and pay accounts

5.2.11.3.3.          Keep the books and financial records and determine annual budgets

5.2.11.4.       Secretary

5.2.11.4.1.          Record the minutes of the meetings

5.2.11.4.2.          receive and send information and notices
5.2.11.4.3.          Assist the President

5.3.  Management committee

5.3.1.     A  consultative  committee  whereby  the Exco can  exchange  ideas  and  information  with

member clubs and vice versa, through the Regional representatives

5.4.  Regional  Representatives

5.4.1.     Attend the Exco meetings and be responsible for liaison between Exco and the Clubs

6.    TRUSTEES

6.1.  The  President  of  SABA, 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 a 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 club members, individuals and legal entities

wishing to pursue the objectives of SABA and registered with SABA.

8.2.  Membership of SABA will be granted by the executive committee on payment of the required fee.

Where  clubs  are  paying  subscriptions  on behalf  of  their  members,            they  must  submit  a  list  of members.

8.3.  A registered member may benefit from any SABA activities or discounts.

8.4.   The Exco shall have the right  to terminate a membership of SABA, without recourse if:

 

8.4.1.     Upon failure to pay the initial and/or any renewal subscription within sixty (60) days of the

date on which it  became due;

8.4.2.    Upon the receipt by the Secretary or President of written notice of resignation.

8.4.3.    All fees, subscriptions and other moneys due prior to the date of receipt of the notice of

resignation shall remain due and payable.

8.4.4.    Upon the death of a member, insolvency or liquidation

8.4.5.    Upon  the  event   of  any  member  being  convicted  of  any  offence  and  sentenced  to

imprisonment without the option of a fine until their sentence has been served in full.

8.4.6.    Upon the member being disqualified or suspended by any member organization.

8.4.7.    Any member who is deemed to have damaged the public image of SABA, the Exco committee

shall first give the member a reasonable opportunity of placing before them explanations and reasons for his actions. The information provided must be complete and no additional submissions may  be  made.  After  considering  such explanations  and  reasons, the  Exco committee may, at their discretion, find that it is in the best interests SABA to terminate such a person's membership of SABA.

8.4.8.    The member may  appeal against loss of membership to the BOR who  shall  review the submission for and against and submit  their vote by email to the Exco within 14 days of the notice of appeal being sent to the BOR representatives or by a vote at any AGM or Special meeting where this is included on the agenda. The decision to terminate membership will be based on a simple majority vote and in the case of a tie the meeting chairperson will have a casting vote.

​

9.   MANAGEMENT

9.1.  Board of Representatives

9.2. The overall management of SABA shall be vested in a Board of Representatives which shall consist of the representatives from each affiliated club and the members of the Exco. The Board shall meet as and when required for the Annual and Special General meetings.

9.3.  The following delegates/representatives shall be eligible  to one vote each:

 

9.3.1. Members of the Exco
9.3.2. Registered clubs based on membership as follows:

      2.1. I delegate for 10 or more registered members

            2 delegates for 20 or more registered member

         An additional delegate /representative for every 20 registered members in excess of 20.

9.4.  Exco committee

9.4.1.    The day to day management  and decision making authority shall be vested in the  Executive

Committee consisting of the Exco committee:
9.4.2.    Exco committee

9.4.2. 1.       President

9.4.2.2.       Vice President

9.4.2.3.       Treasurer

9.4. 2.4.       Secretary

9.4. 2.5.       Two ordinary members

9.4.3.    Members of the Exco excluding the secretary, shall hold office for a period of two years.

9.4.4.    Only fully registered  and paid up members of SABA may offer themselves for election

to the Exco committee.

9.4.5.    Not more than one (1) member of any family may hold office as an Exco committee member

and a Regional representative at the same time.

9.4.6.    All Exco Committee members upon  conclusion of their term of office may offer themselves

for re-election provided they remain eligible in all respects, but no Exco member other than the Secretary may serve more than two consecutive terms in the same portfolio.

9.4.7.     A Exco Committee member's seat shall fall vacant if such member :

9.4.7. 1.       Dies -  from the date of his death;

9.4.7.2.       Is declared insolvent;

9.4.73.        Is liquidated;

9.4.7.4.       Resigns -  from the  date of such resignation;

9.4.7.5.       Otherwise ceases to be a member of SABA or an affiliated club;

9.4. 7.6.       Fails  to  attend  three  (3)  consecutive  meetings  of  the  Committee  without  the

permission of the Committee.

9.4.8.    The Committee may appoint a suitable member of a SABA 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 9.4.7 above and such a member shall hold office for  the remainder of the term of office of the committee member he has replaced.

 

10.  MEETINGS

10.1.           Annual General Meeting

10.1.1.  Any meeting  may delegate their authority to a lower committee and the chairman shall have a casting vote in  the case where the votes are equal unless there is a specified percentage of votes.

10.1.2.  An Annual General Meetings  (A.G.M) shall be held at a time and venue decided by EXCO. 10.1.3.  Formal notice of the meeting,  together with a statement of accounts and an agenda, which

shall incorporate any special business matters, shall be sent to all members at least 30 days prior to the meeting. The business of the meeting shall be:

10.1.3.1.      To confirm the minutes of the previous A.G.M.

10.1.3.2.     To receive and approve the report of the President on the affairs of SABA during  the

preceding twelve months.

10.1.3.3.     To receive and approve the report of the Treasurer, together with the audited Annual

Financial Statement.

10.1.3.4.      To review and approve a budget on expected expenditure

10.1.3.5.      Confirm the rates for member subscriptions

10.1.3.6.      Approve the regions who will have representation on the Exco
10.1.3.7.      To elect the Exco Committee for the ensuring period.

10.1.3.8.      Determine,  replace or modify rules and regulations

10.1.4.   The quorum for an A.G.M. shall be 50% of the total number of the Exco members and the

number of registered clubs.

10.1.5.  If  a Quorum  is  not achieved  within  lhr      of  the  scheduled  starting time  the  Exco shall

reschedule     the     meeting     within      60     days    and     the     Exco    members                      and

delegates/representatives present shall form a quorum. Alternatively the Exco shall submit all the  relative information, motions etc. for discussion to the registered  clubs along with a voting form which shall be returned to the secretary by the date and time specified.

10.1.6.   The clubs shall confirm their representatives/delegates in writing to the Exco prior to the

meeting

10.2.           Special General Meetings

10.2.1.  Three members of the Exco Committee, or ten SABA registered  clubs may call a Special General Meeting  by notifying the Secretary and providing details of all items to be discussed at the Special General Meeting.  The Exco shall have fourteen (14) days to determine a date, time and venue of the meeting.  The Exco shall give  notice of the Special General Meeting

and matters and details 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 orto change the Constitution, then the notice period shall be not  less than 30 (thirty) days before the meeting is due to take place.

10.2.2.  Special General Meeting shall take place on the date and venue decided upon by the Exco or voting  maybe  conducted  by  way  of  correspondence  through     any  means  of  national communication.

10.2.3.  The quorum for a special general meeting shall be 50% of the total number of the Exco

members and the number of registered clubs.

10.2.4.  If  a  Quorum  is  not  achieved  within  lhr  of  the  scheduled  starting  time  the  Exco shall

reschedule the meeting within 60 days and the Exco membersand delegates/representatives present shall form a quorum. Alternatively the Exco shall submit all the relative information, motions etc. for discussion to the registered clubs along with a voting form which shall be returned to the secretary by the date and time specified.

10.2.5.  Any motion presented shall require at least a two-thirds majority of the votes cast at the

meeting prior to acceptance.

10.2.6.  No business except that stated in the notice convening the meeting may be transacted at

any Special General Meeting.

 

10.3.           Executive Committee Meetings

10.3.1.  The Exco shall meet for the dispatch of business as often as is necessary but not less than

once every three (3) months.

10.3.2.  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.

10.3.3.  Not less than seven (7) days' notice of all meetings of the Committee shall be given.

10.3.4.  One  half  of  the  full   Committee  forms  a  quorum,  when  meeting  via  electronic

telecommunication.

10.3.5.   Management Committee meetings

10.3.6.  The Manco shall meet to exchange opinions  related to SABA .

10.3.7.  The Secretary shall convene a meeting  of the Committee  immediately on receiptof a written request by at least two (2) members of the Committee and setting out in full the purpose of the meeting.

10.3.8.  Not less than seven (7) days' notice of all meetings of the Committee shall be given.

10.3.9.  One  half  of  the  full  Committee  forms  a  quorum,  when  meeting  via  electronic

telecommunication.

​

10.4.           Voting

10.4.1.  AGM and Special general meetings(BoR)

10.4.1.1.     Only the Exco committee and club delegates, whose SABA registration for the current

year has been confirmed by the Exco, shall be eligible to vote at any meeting.

10.4.1.2.     Individual members,  club members not authorised to represent the club  and other

legal entities will  not have the  right  to vote

10.4.1.3.     At all General Meetings  of SABA every Exco member or club delegate present shall be

entitled to only one vote.

10.4.1.4.     General 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.

10.4.1.5.     At all special and general meetings of SABA at which members of the Exco are due to be elected or motion have been proposed,  any member entitled/delegated to vote, who is unable to attend the meeting in person, may cast their vote on this matter  by postal vote (letter or by email) or delegating their vote to a proxy.

10.4.1.6.     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.

10.4.1.6.1.           The votes are to be counted by one member of the Exco and a neutral party. 10.4.1.6.2.           All Postal and email Votes will  be available for inspection at the end of the

meeting.

10.4.1.7.     Proxy votes shall be formally appointed and accepted by both parties completing the

proxy vote nomination form

10.4.1.7.1.        No member may hold more than two proxy votes

10.4.1.7.2.        members holding  proxy votes shall identify themselves by submitting the form

to the secretary at or before the meeting

 

10.4.2.  Exco committee and sub-committees

10.4.2.1.      At Exco meetings each Exco member shall have 1 vote

10.4.2.2.      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.

10.4.2.3.      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.  FINANCE

11.1.    The financial year of SABA shall run from 1 st July to 30th June of each year.

11.2.    Exco shall be empowered to open banking accounts at any registered financial institution. All

accounts opened shall be in the name if the South African Bonsai Association.

11.3.    The authorized signatories on cheques to affect withdrawals or payments 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. In the case of Electronic payments the appointed committee member shall approve the  payment prior to the treasurer making the payment and receive a confirmation direct from the financial institution confirming the beneficiary  and amount paid. Failure by the Treasurer to follow this procedure will  result in the Treasurer being liable to refund the amount paid to SABA

11.4.    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.

11.5.    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.

11.6.     An affiliation fee for each individual member shall be payable by each member club,  individual or

business to SABA annually. The amount of this fee shall be proposed and accepted at the AGM preceding its due date. Payment shall be due within 60 days of the start of the financial year.

11.7.     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.

11.8.     No indebtedness shall be incurred in the name of SABA without the sanction of the Exco.

11.9.     The Treasurer shall keep the books of account, which shall be open for inspection at all reasonable

times.

11.10.   The liability of members shall be limited to the amount  of their  affiliation fees.

11.11.   The Exco shall not  be empowered to borrow funds from a financial institution without approval from at least two thirds majority of the affiliated clubs. Should the need arise, member clubs and individual members are to be canvassed for financial assistance.

12.  REMUNERATION

12.1.    SABA is founded not  for gain

12.2.    No office bearers or members of the management are remunerated for services rendered.

12.3.    A member  may  be  reimbursed  for  reasonable  expenditure  related  to  SABA matters.  Any  such

expenditure must be approved by the Exco committee.

12.4.    No member shall be entitled, by virtue of being a member or office bearer, to property,  which belongs

to SABA.
12.5.    Honoraria

12.5.1.  The BoR shall, at an AGM, determine the  value of and which Exco members could receive an honoraria. Such honoraria, or portion thereof, shall only  be  paid  after  approval  at the following AGM and  this decision shall  be  based on the  acceptable  performance  of the member.

 

 

 

13.  AMENDMENTS TO THE CONSTITUTION

13.1.    This constitution may be amended at any AGM or Special General meeting,  provided that at least

two thirds of those present vote in favour of the change a written notice must be circulated not less than thirty (30) days before the meeting at which the changes to the constitution are going to be processed. The notice must give details of the proposed changes that will be discussed at the meeting.

13.2.    Any amendments made must be submitted to the commissioner  for Inland Revenue.

 

 

14.  DISSOLUTION

14.1.    Immediately a decision to dissolve SABA has been carefully taken in  terms of this  section,  the

Committee shall forthwith liquidate the affairs of SABA and if  there is any surplus of assets on realisation, such surplus shall be disposed of to another body (or bodies) of similar interests and/or proportionally  distributed  back  to  the  member  clubs  who  are  registered    as  non-profit organisations, based on the number of registered /paid up members at the time when the meeting to dissolve was held and in the manner prescribed by the Special General Meeting.

14.2.    Should there be no effective membership or committee; any interested party may seek assistance from an independent body with similar  objectives regarding the liquidation of SABA's affairs, including the disposal or allocation of any surplus assets.

 

 

This constitution was approved at the Annual General Meeting held on 18 November 2016 in Bloemfontein.

​

 

 

​