(1) In this constitution,
unless the context indicates otherwise:
"Council" means the National Council of the Institute;
“Education Developer” means a person who possesses the skills relating to law enforcement as a profession, who has the capacity to develop relevant training programmes, register such programmes with the relevant Sector Education and Training Authority, arrange the training required so as overall to ensure that the Institute and its members benefit;
"Executive Committee" means the Executive Committee referred to in clause 28;
“Chief Executive Officer (CEO)” means the person appointed by Council to generally manage and organise the business of the Institute, who also advises on policy making and ensures policy implementation or any duly authorised person acting on behalf of the chief executive officer (CEO).
"good standing" means a member who is not indebted to the Institute;
“Institute” means the Institute for Municipal Public Safety of Southern Africa, the abbreviation of which is IMPS-SA;
“Law Enforcement” means the profession involved with the protection of information, life and property that is executed on or under the control of a local authority;
“Local Authority” means a municipality as contemplated in section 155 of the national Constitution of the RSA and in terms of the Constitution of any SADC State;
“Member” means any person admitted to any membership category of the Institute;
“Moderator” means the person whose function it is to ensure that learning programmes and training, in content and quality, are of the required standard;
“Municipal Policing” means the policing of municipal by-laws or policing in terms of Chapter 12 of the South African Police Service Act 68 of 1995, the Road Traffic Act 29 of 1989, section 334(1)(a) of the Criminal Procedure Act 51 of 1977 and GN R209 as amended, made thereunder, and the service of notices in terms of the Magistrates’ Courts Act 32 of 1944;
“Municipal Police and Law Enforcement” means the profession focussed on the protection of information, life and property within the local sphere of government and in the case of Law Enforcement, must be given a broad meaning;
“Month” means a calendar month;
“Political Will Councillor” means a municipal councillor, as referred to in the criteria set by SALGA for the recognition of professional institutes, who is co-opted as a National Councillor of the institute to represent the political will of local government;
“Profession” means the activities relating to Municipal Policing and Municipal Police and Law Enforcement and includes the various types of Peace Officers, within the local sphere of government;
“Professional Adviser” means the person appointed to advise the Institute on professional and related matters;
“Public Safety” – in addition to the definitions of Municipal Policing and Municipal Law Enforcement includes also any other municipal function which directly or indirectly relates to public safety;
“Regional Council” means the Regional Council for an approved region, as established by the Council from time to time and subject to the objectives as described in clause 4;
(2) In the interpretation of this constitution:
(a) the singular includes the plural, and vice versa;
(b) the masculine gender includes the feminine gender and vice versa;
2. The name of the Institute is the “INSTITUTE FOR MUNICIPAL PUBLIC SAFETY” OF Southern Africa which shall be abbreviated to IMPS-SA.
3. The Institute is a non-political, non-profit voluntary association with perpetual succession and which:
(a) exists separately from its members; and
(b) has the capacity and powers set out in clause 9.
4. The objects of the Institute are to:
(a) Establish Municipal Policing within the local sphere of government as a profession in its own right and to publicise and promote the image of the profession;
(b) promote the profession in all its facets;
(c) undertake research, to convene conferences, symposia, seminars, forums and to arrange for the provision of lectures and the presentation of papers on matters and problems of interest to the members of the Institute, their employers and the public to stimulate, promote, encourage and facilitate discussion and in general to assemble and distribute in any manner deemed appropriate, information which is useful and of interest;
(d) prepare and promote improvements to legislation and municipal administration, to promote or oppose legislation or other measures affecting the Institute or any of its members, and to contribute to the promotion or opposition thereof;
(e) deal with all matters contingent, beneficial, or of use to, or necessary for, the achievement of the Institute’s objects;
(f) demarcate and establish regions, to establish Regional Councils for the achievement of the Institute’s objects and to address law enforcement peculiar to any region.
It is recorded that nothing in the above objects and the functions or activities carried out by the Institute in consequence thereof in any way conflicts with or is intended to be in conflict with the provisions of any legislation and the regulations published thereunder, nor is it intended that these objects exist to interfere with or replace any command and control, or other functional structures or powers introduced in terms of such legislation;
Interpretation and Distribution of the Constitution
- (1) The Constitution shall be made available to members in English
and such other languages as the Council may from time to time decide.
(2) In the event of any conflict between the English version of this constitution and a version in another language, the English version shall prevail.
6. All questions regarding the interpretation of this Constitution shall be determined by the Council, whose decision shall be final.
7. The Institute shall not be a trade union nor shall it permit any action or conduct by its members to create the impression of it being a trade union.
8. The activities of the Institute will be aimed exclusively at promoting its objects.
Capacity and Powers
9. The Institute may, subject to its objects and its status as a non-profit body:
(a) acquire by purchase or donation any movable or immovable property and alienate, hypothecate or otherwise dispose of such property;
(b) invest and deal with any of its funds on such terms and conditions as the Council may approve;
(c) borrow funds, subject to such terms and conditions as the Council may approve;
(d) open, operate and close a banking account with a lawfully registered bank and for this purpose to cash, draft, issue and endorse any negotiable document;
(e) appoint employees at such salaries and on such terms and conditions as the Council may approve; the Institute must not pay to any employee, office bearer, member or other person any remuneration, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered;;
(f) take such steps as the Council may from time to time deem necessary to obtain contributions for its funds;
(g) retain and use subscription fees, donations or any allowances and grants given to it to promote the objects of the Institute;
(h) enter into agreements for mutual co-operation and support with other bodies with related interests;
(i) appoint auditors;
(j) in its own name sue and be sued;
(k) generally do or perform any act or thing which a voluntary association may by law do or perform.
(l) comply with reporting requirements as may be determined by the Commissioner (SARS) from time to time
(m) IMPS-SA is not knowingly and will not knowingly become a party to, and does not knowingly and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement contemplated in Part IIA of Chapter III, or a transaction, operation or scheme contemplated in section 103(5) of the Income Tax Act.
(n) the Institute may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives;
(o) the Institute is required to utilise substantially the whole of its funds for the sole or principal object for which it has been established;
(p) no member may directly or indirectly have any personal or private interest in the Institute;
(q) substantially the whole of the activities of the entity must be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual member or minority group.
- (1) The Institute shall not be liable for any debt incurred or obligation
accepted by any of its members or office-bearers without the prior written authority of the Council, or Exco and the Chief Executive Officer (CEO) as may be delegated.
(2) A member of the Institute or any employee of the Institute is indemnified against any cost, claim or suit howsoever arising as a result of anything done or performed in the course of any lawful instruction given or resolution made by the Council or the Executive Committee or taken at any general meeting.
Limitation of Liability
11. The liability of a member, including a member of the Council or the Executive Committee, shall not exceed the amount of his or her subscription fee at the time the liability arises.
12. The office of the Institute shall be at such place in the Republic of South Africa as the Council may from time to time determine.
13. Any persons who, within ninety (90) days of the Institute first having been established and were at that time accepted as members by the Executive Committee, shall be Founder Members for so long as they remain in good standing.
14. The Institute shall have the following categories of membership:
(a) Founder Members as contemplated in clause 13;
(b) Group Members, namely a group of persons or a registered company or close corporation whose group or which becomes a Group Member;
(c) Individual Members who qualify for membership in terms of this Constitution;
(d) Associate Members, namely, persons who are not directly employed by a municipality in the profession of Municipal Policing and who can contribute to the objects of the Institute.
(e) Student Members;
(f) Honorary life members which may include the Chief Executive Officer (CEO) and members given the honour of Honorary Life President or Honorary Deputy Life President in terms of clause 18(2) or (3).
(g) Honorary National Councillor
(i) An Honorary National Councillor is appointed from the private sector in the sole gift of National Council;
(ii) remains a National Councillor whilst a member of IMPS-SA; and
(iii) features prominently on the IMPS-SA SABS sub-committee.
Applications for Membership
- (1) The Council shall prescribe the form that is to be used by
applicants for membership of the Institute.
(2) Any person or group desirous of becoming a member of the Institute shall, if qualified to become a member:
(a) In writing on the appropriate portion of the application form state his or her acceptance of this Constitution;
(b) pay the prescribed entrance fee which shall not be refundable; and
(c) pay in advance the first year’s subscription as determined for the category of membership applied for; and
(d) hand the completed form and payment to the Chief Executive Officer (CEO).
(3) The Chief Executive Officer (CEO) shall refer all applications received for membership to the next meeting of the Executive Committee.
(4) If satisfied that an applicant qualifies for membership the Executive Committee may approve such application or ratify an appointment made by a Regional Council and/or the Chief Executive Officer (CEO).
(5) The Executive Committee shall, when it accepts or ratifies an application for membership, direct the category of membership in which that applicant shall be placed.
(6) In the event of the Executive Committee, notwithstanding any recommendation from a Regional Council, refusing to confer membership of the Institute on an applicant, the Chief Executive Officer (CEO), when notifying the applicant thereof, shall refund the advance subscription referred to in subclause (2)(c).
(7) The decision of the Executive Committee on an application for membership shall be final.
(8) There shall be an unlimited number of members of the Institute.
(9) The Council may make rules not inconsistent with this Constitution, relating to membership matters.
- (1) The Council shall design and approve membership certificates for
the different categories of membership referred to in clause 14.
(2) A membership certificate remains the property of the Institute.
(3) Wherever a member is suspended for misconduct, he or she shall surrender his or her membership certificate to the Chief Executive Officer (CEO), which certificate shall be returned to the member should he or she be found not guilty of misconduct.
Register of Members
- (1) There shall be a register of members divided into the different
categories provided for in clause 14.
(2) The Chief Executive Officer (CEO) shall in the appropriate category of membership, inscribe the full names, private address, business address and home and business telephone numbers of all the members of the Institute.
Honorary Life Membership
- (1) The Council may confer honorary life membership of the Institute
upon the persons referred to in the succeeding provisions.
(2) The honour of Honorary Life President on any member.
(3) The honour of Honorary Deputy Life President on any member.
(4) The honour of Life Membership on any person who has served as a member of the Council or any other member who has in the opinion of the Council rendered outstanding service to the Institute.
(1) EXCO to consider all nominations for Honorary Life Membership against its written awards criteria, as may be determined from time to time, and precedent and make its recommendations to National Council;
(2) After consideration of the recommendations from EXCO the decision by National Council shall be final.
(5) A member may not apply for any category of Honorary Life Member. The conferment of such membership is in the sole gift of the Council.
Voting Rights and Attendance at formal IMPS-SA meetings
- (1) The following persons, if they are in good standing, shall have the right to vote at
general meetings of the Institute:
(a) Founder Members;
(b) Group Members by way of one vote per group;
(c) Individual Members;
(d) Associate Members;
(e) Honorary Members;
(f) Honorary Life President;
(g) Honorary Deputy Life President.
(a) Executive Committee Meeting - Exco Members only and others by
(b) National Council Meeting - National Council Committee members only and others by invitation.
(c) Annual General Meeting (AGM) - Members only.
Fees, Subscriptions and Charges
- (1) The Institute, on the recommendation of the Council, shall at annual
general meetings from time to time determine:
(a) the entrance fee to be paid by applicants for membership;
(b) the subscriptions to be paid by members in the different categories according to those categories.
(i) the amounts to be paid annually to Regional Councils shall be determined by the Council; and
(ii) it shall not be competent at an annual general meeting to move a reduction in the fees and subscriptions referred to above unless so recommended by the Council.
(3) Should any member fail to pay his or her subscription within ninety (90) days calculated from 1 March in a year, the Chief Executive Officer (CEO) shall send to him or her a written reminder, and from the date of dispatch of such letter, the member concerned shall cease to be of good standing until payment in full has been made.
(4) If a member referred to in subclause (3) fails within a further ninety (90) days, that is, one hundred and eighty (180) days reckoned from 1 March, to pay his or her annual subscription, his or her membership shall forthwith be suspended unless the Council directs that such suspension shall not take place but only if the outstanding subscription is paid in full before 1 March of the next year. In the event of such a payment being made, the suspension of the member concerned shall be lifted.
(5) Where a member of the Institute has not settled his subscription by 1 March of the next year, he or she may re-apply for membership subject to the provisions of clause 15.
(6) A member who is not in good standing may not be a member of the Council, the Executive Committee or a member of any other committee or hold any office in the Institute. Any member who serves as aforesaid and ceases to be of good standing, shall lose any position in the Council, the Executive Committee or any committee or any office, immediately on losing the status of good standing.
(7) Moratorium on Fees payable:
(1) EXCO may, in its discretion, announce a moratorium on membership fees payable from year to year;
(2) this determination shall also apply to members 'in arrears' in the understanding that a fresh registration for membership is submitted to IMPS-SA HQ.
GOVERNANCE OF THE INSTITUTE
21. The Council is the governing body of the Institute and consists of members of the Institute as follows:
(a) fifteen (15) members of the Institute who have voting rights, elected by ballot by the voting members of the Institute;
- (i) one (1) representative of an educational institution selected by the Council,
who shall serve as a moderator and shall be entitled to vote at Council
meetings; and another one (1) representative who shall serve as
(ii) the function of the Education Developer shall be to ensure the relevance and standards of learning programmes and training;
(d) the immediate past President who shall have the right to vote at Council meetings;
(e) ten (10) other members of the Institute co-opted by the Council to give full effect to transformation, democracy, equity and representivity, who shall have the right to vote at Council meetings, and collectively the above persons shall be called councillors; three (3) of these members may be serving municipal councillors to represent within the institute the political will of local government;
(f) the Adviser on Professional and related Matters, as appointed i.t.o. Clause 24(c).
Nominations for the office of Councillor
- (1) All nominations for the office of councillor shall be on the form
prescribed by the Council and be signed by the candidate, the proposer and the seconder who shall be voting members of the Institute in good standing and be accompanied by a brief CV.
(2) Voting for councillors shall commence at least thirty-one (31) days before the date of the forthcoming annual general meeting and shall close not later than ten (10) days before such meeting, allowing a period of twenty-one (21) days for voting.
(3) Seven (7) days prior to the voting period provided for in subclause (2), the Chief Executive Officer (CEO) shall by post send the following to all voting members of the Institute:
(a) a ballot listing the names of all candidates, such listing to be arbitrary and not in alphabetical order or any order of preference;
(b) in a separate document and in a summary form listing the qualifications and other information relating to each candidate as taken from the curricula vitae supplied by them;
(c) an addressed return envelope marked “Ballot Paper”.
(5) Votes may be cast for up to fifteen (15) of the names on a ballot paper or for a lesser number but any votes for more than fifteen (15) candidates or any name added to a ballot paper by a voter shall disqualify all the votes on that ballot paper.
(6) All completed papers shall be posted to the address on the envelope and all ballot papers received up to and including the morning after the day that voting closes, shall be accepted.
(7) The Chief Executive Officer (CEO) or his or her nominee shall in the presence of the Institute’s auditors open all sealed ballot envelopes and cause the ballots therein to be counted. Any candidate who wishes to be present during the counting of votes may do so.
(8) A certificate by the Institute’s auditors that proper ballot papers were received and that the counting of votes was fairly and correctly done shall be proof of a fair election. Once the results have been announced at the annual general meeting, the ballot papers shall be destroyed.
(9) The Chief Executive Officer (CEO) shall at the annual general meeting inform the President of the result of the election and the persons so elected shall assume office on the date of that meeting and hold office until their successors have been declared elected.
(10) In the event of only fifteen (15) nominations being received, no election shall take place and the candidates nominated shall be declared councillors at the next ensuing annual general meeting.
(11) In the event of less than fifteen (15) nominations being received:
(a) the candidates nominated shall be declared councillors at the next ensuing annual general meeting; and
(b) after the aforesaid general meeting, the Council shall co-opt voting members equal to the number of unfilled seats, such co-opted members to be in addition to the co-opted members referred to in clause 21(e).
Term of Office
23. The term of office of councillors and office-bearers elected by the Council shall be two (2) years: Provided that any councillor co-opted or office-bearer elected between council elections shall serve only for the unexpired portion of the time until the next general election of councillors.
Election of Office-bearers
24. The Council shall as soon as possible after an annual general meeting in an election year but not later than thirty (30) days after that meeting:
(a) elect one of their number to be the President of the Institute for the ensuing two years;
(b) elect two of their number to be Vice Presidents, such Vice Presidents to be designated during the course of such election to be VP(1) and VP(2);
(c) appoint one of their members an adviser on professional and related matters;
(d) appoint one of their members as moderator; and
(e) appoint one of their members as education developer.
Loss of office
25. A councillor or office-bearer shall cease to be a councillor if he or she:
(b) in writing addressed to the Chief Executive Officer (CEO) resigns, such resignation to take effect from the date of the letter of resignation or if there is no date on the letter, then the date it is received by the Chief Executive Officer (CEO) shall be the date of resignation;
(c) ceases to be a member of the Institute;
(d) ceases to be in good standing;
(e) is convicted of an offence listed in Schedules I or II of the Criminal Procedure Act 51 of 1977;
(f) Suspension: A councillor or office-bearer who is charged before a court of law of an offence listed in Schedules I or II of the Criminal Procedure Act 51 of 1977 shall have his or her membership of the Institute automatically suspended from the date on which he or she has entered a plea in respect of the charge concerned, which suspension shall automatically be lifted should the councillor / office-bearer in question be found not guilty;
(g) Purged Convictions: Once a member or office bearer has ‘purged his/her conviction’ through having served the sentence or paid the fine as determined by the court, then such member may in the discretion of national council, again qualify for the position of office bearer and/or to be elected or co-opted as a national councillor. A cooling off period of minimum 3 months is however required before such appointment or election.
- (1) The President shall preside at all meetings of the Council.
(2) In the absence or inability of the President to preside, the VP(1) or VP(2) shall preside.
(3) Should both the President and the VP(1) or VP(2) be absent or unable to preside the members of the Council shall elect one of their number to preside over that meeting.
(4) The members of the Council shall have one vote. There shall be no voting by proxy at Council meetings.
(5) Voting at Council meetings shall be by way of a show of hands or if so requested by one-third of the councillors present, by way of a secret ballot.
(6) In the event of an equality of votes, the person presiding at a Council meeting shall have a casting vote. In lieu of exercising a casting vote, the person presiding may direct that the matter concerned be postponed to the next Council meeting.
(7) Meetings of the Council shall take place at least twice a year, in accordance with a programme adopted by the Council, and if required by circumstances, at other times.
(8) Meetings of the Council shall be convened by the President or the VP(1) or VP(2) when acting as the President, and a Council meeting shall also be convened:
(a) upon receipt of a written request signed by at least eight (8) members of the Council; the President or VP(1) or VP(2), as the case may be; or
(b) in the absence of the President and the Chief Executive Officer (CEO), by a written requisition signed by at least ten (10) councillors.
(10) The Chief Executive Officer (CEO) or his or her nominee shall attend all meetings of the Council.
(11) A quorum for a valid meeting of the Council shall comprise eight (8) councillors: Provided that:
(i) if within ten (10) minutes after the time stipulated for the commencement of a duly convened meeting, a quorum is not present, the meeting shall adjourn for a further ten (10) minutes;
(ii) if after the second period of ten (10) minutes a quorum is not present, those councillors present shall constitute a quorum and the meeting may validly proceed.
(13) If one or more vacancies occur in the Council, then irrespective of whether the remaining members constitute a quorum, those remaining members shall, by a vote of the majority of them, supplement the membership of the Council by co-opting other voting members to the extent necessary to restore the Council to a functional state. Such a co-opted councillor shall hold office until the next election for councillors.
(14) A councillor who, without leave of absence from the Council, fails to attend three consecutive meetings of the Council shall, on the date of the third meeting not attended, cease to be a councilor and the vacancy so arising may be filled by the Council by co-opting another voting member to the Council.
(15) The Chief Executive Officer (CEO) shall be responsible for preparing and dispatching agenda to councillors for Council meetings and for keeping minutes which shall record the decisions of the Council.
(16) The draft minutes of a Council meeting shall be submitted to the next succeeding meeting of the Council for confirmation. Only matters of fact may be raised as to the accuracy of the minutes while they are being considered for confirmation.
(17) The confirmed minutes of the Council shall be the true and official record of the Council.
Powers of the Council
- (1) The Council shall be the principal policy-making body of the
Institute and shall exercise and perform the powers and functions of the Institute, except any power or function that must be exercised or performed at an annual general meeting.
(2) Without derogating from the generality of subclause (1), the Council has the power to:
(a) compile a programme of activities, including forums, symposia and conferences for the year ahead;
(b) appoint, determine the remuneration and conditions of service and discharge from office, any employee of the Institute, as may from time to time be necessary;
(c) demarcate regions, establish and dissolve Regional Councils;
(d) establish any committee for the Institute and determine the terms of reference and membership of such a committee and dissolve any such committee;
(e) acquire for the Institute by purchase, exchange or donation, any movable or immovable property and dispose of or alienate such property: Provided that the disposal of or alienation of any movable or immovable property with a value of R10 000-00 or more shall first be confirmed by a vote taken at a general meeting of members.
(f) defend any litigation against the Institute and to launch any litigation to protect the good name or lawful interests of the Institute;
(g) by civil process, recover any monies or funds accruing to the Institute and unpaid;
(h) write off debts that are irrecoverable;
(i) open a bank account or accounts with a lawfully registered bank;
(j) delegate powers to the Executive Committee;
(k) frame and publish rules and by-laws which are binding on the Institute and its members.
28. There shall be an Executive Committee for the Institute with the functions of :
(a) implementing policies determined by the Council;
(b) the general management of the affairs of the Institute;
(c) control over the funds of the Institute;
(d) the exercise of any power or function delegated in writing by the Council, subject to such conditions and limitations as the Council may impose;
(e) advising and assisting the members and office-bearers of the Institute in all matters related to the interests of the Institute.
- (1) The Council at its first meeting after the immediate past annual
general meeting at which elections for the Council were held shall:
(a) designate the President, the VP(1) and VP(2); and
(b) three other members of the Council,
as members of the Executive Committee who shall serve for a term of two years .
30. The Executive Committee may if it deems it expedient to do so, co-opt other members of the Institute for one or more meetings: Provided that such co-opted members may not vote in the meetings of the Executive Committee.
31. A quorum of the Executive Committee shall consist of three voting members and all matters requiring decision shall be determined by a majority of the votes of those voting members present. In the event of an equality of votes, the person presiding shall have a casting vote.
32. Upon the receipt of a request from the chairperson or a written requisition signed by three (3) members, the Chief Executive Officer (CEO) shall convene a meeting of the Executive Committee.
33. Members of the Executive Committee who incur costs and expenses in connection with the work of the Institute in their capacity as members of that Committee may, if the Council so determines, be reimbursed.
Annual General Meeting
34. The annual general meeting (the AGM) of the Institute shall be held once in each calendar year at the time on the date and at the venue determined by the Council: Provided that the AGM shall preferably, not be held later than six (6) months after the end of the financial year: Provided further that an AGM shall preferably not take place later than fifteen (15) months after the previous AGM
35. The Chief Executive Officer (CEO) shall dispatch to all voting members the following:
(a) a notice specifying the date, time and venue for the AGM in which members are informed that they have the right to attend the meeting, and if voting members, to vote thereat;
(b) in the same notice, advice to voting members who cannot attend that they may appoint a proxy, who must be a voting member of the Institute to vote on his or her behalf, such proxy to be in the form prescribed by the Council and to be in the hands of the Chief Executive Officer (CEO) twenty-four (24) hours before the AGM;
(c) an agenda , which may be part of the notice referred to in subparagraph (a), setting out the general nature of the matters to be discussed.
- (1) The notice referred to in clause 35 shall be dispatched by the
Chief Executive Officer (CEO) so as to give members at least twenty-one (21) clear days notice of the AGM: Provided that where the notice period is shorter than twenty-one (21) days, the members present at the AGM may resolve by a majority of two-thirds of the votes of them that a valid AGM had been convened.
(2) The inadvertent failure of the Chief Executive Officer (CEO) to give notice of an AGM to any member shall not invalidate any decision taken at that AGM.
The Agenda for the AGM
37. The Agenda for an AGM shall contain the following items:
(a) Welcome from the Chair.
(b) Attendance and apologies.
(c) Announcements from the Chair.
(d) Confirmation of the minutes of the previous AGM.
(e) Any matters arising from the minutes.
(f) The annual report of the President and the Council.
(g) Consideration of the annual financial statements and the report of the auditors.
(h) Recommendations of the Council, if any.
(i) Motions by members, if any.
(j) The appointment of auditors.
(k) Announcement of the results of the ballot for membership of the Council, every second year.
(l) Induction of the newly-elected members of the Council.
Voting at an AGM
- (1) Voting by voting members, including those holding proxies shall be
by way of a show of hands or, if one-third of those present so request, by secret ballot.
(2) Each voting member shall have one vote: Provided that the holder of a proxy shall be permitted to cast a ballot in accordance with the instructions, if any, of the giver of the proxy.
(3) After an AGM the ballot papers for any secret ballot shall be destroyed and the record of such ballot in the confirmed minutes shall be proof of the outcome of such ballot.
Procedure at an AGM
- (1) The quorum for a valid AGM shall be twenty-five (25) voting
(2) If a quorum is not present ten (10) minutes after the time set for the commencement of the AGM, the meeting shall be adjourned to such date, place and at such time as the President shall direct and if at the adjourned meeting no quorum is present, those voting members present shall constitute a quorum.
(3) The President shall preside at an AGM but in his absence or inability to preside, the VP(1) or VP(2) shall preside.
(4) Should the President and VP(1) or VP(2) both be absent or unable to preside, the voting members present shall elect one of their number to be the chairperson for that meeting.
(5) In the event of an equality of votes, the person presiding shall have a casting vote.
Matters reserved for Decision at an AGM
40. The following matters shall fall within the exclusive decision-making powers of the voting members attending an AGM:
(a) approval of the audited financial statements;
(b) appointment of the Institute’s auditors;
(c) entrance fees, levies payable to Regional Councils or annual subscription fees payable: Provided that if there is an equality of votes on an increase in subscription fees or if in the opinion of the Council a rejection of an increase as aforesaid will jeopardise the financial integrity of the Institute, the Council may substitute its decision for that of the voting members present at the AGM who deadlocked on or rejected an increase in fees.
(a) motion moved at an AGM may reduce the annual budget or income of the Institute without such AGM considering a report and recommendations from the Council;
(b) resolution passed at an AGM shall invalidate any prior lawful act of the Council, the Executive Committee or any other committee established by the Council.
Other General Meetings
- (1) A general meeting other than an AGM:
(a) may be convened by the Council at any time;
(b) shall be convened by the Council within forty (40) days after the receipt of a written requisition signed by at least twenty-five (25) voting members of the Council.
(3) If in the opinion of the Council the requisition referred to in subclause (1)(b):
(a) contains a proposal in conflict with this Constitution;
(b) proposes to amend this Constitution in a manner considered by the Council to be discriminatory, racist or designed to eliminate representivity;
(c) contains a proposal that is unlawful; or
(d) contains a proposal that will increase the expenditure of the Institute without an increase in income or will reduce the income of the Institute,
the Council shall decline to convene such a general meeting.
- (1) The Chief Executive Officer (CEO) shall send to all members a notice of the day,
time and venue of the general meeting so as to reach them twenty-one (21) days before the meeting.
(2) The provisions of clauses 35, 36, 37, 38, 39, 40 and 41 shall mutatis mutandis apply to general meetings other than an AGM.
(3) Debate at a general meeting other than an AGM shall be confined solely to the matter reflected in the agenda and the person presiding shall rule as out of order any other matter which may be raised.
(4) If within ten (10) minutes of the time specified for the commencement of a special general meeting, there is no quorum present, the meeting shall be abandoned and not reconvened.
Misconduct: What is
44. Without derogating from the meaning of the term misconduct, such term includes any member who:
(a) breaches any code of conduct approved by the Council; or
(b) brings the good name of the Institute into disrepute or public contempt or ridicule; or
(c) is found guilty by a court of law of an offence relating to dishonesty, corruption or violence; or
(d) takes or uses assets or property of the Institute for his or her use or for the use of his or her spouse, partner or a family member; or
(e) wastes the resources of the Institute in fruitless expenditure or who without the prior authority of the Council, incurs expenditure which is not provided for in the budget of the Institute; or
(f) falsifies any document including a document relating to a qualification, for the purpose of his or her or another person becoming a member of the Institute or in a particular category of membership of the Institute.
Procedure for dealing with Misconduct
- (1) Any member of the Institute or any other person who has good
reason to believe that another member of the Institute has committed misconduct shall notify the Chief Executive Officer (CEO) who shall forthwith notify the President.
(2) The President and the Chief Executive Officer (CEO) shall examine the case put before them and if of the opinion that it is a prima facie case of misconduct, the President shall take the following steps:
(a) Constitute the Executive Committee excluding the President whose place shall be taken by the VP(1) or VP(2), who shall be the chairperson, unless he is already the chairperson of that Committee, as a panel to carry out the succeeding provisions relating to the investigation of misconduct;
(b) in consultation with the chairperson of the panel select a venue for a hearing and a date or dates when the hearing will take place;
(c) in writing notify the member concerned of: the nature of the charge against him or her together with any documentary evidence on the matter; the date, time and place where the hearing is to be held; and inform the member concerned that he or she may be accompanied by and be represented by another person who may be a legal practitioner;
(d) appoint an employee or member to lead the evidence against the member concerned.
Powers and Duties of the Panel
46. The panel shall convene on the date and at the time and place designated for the hearing and so given to the member in the notice referred to in clause 45(2)(c).
47. Should the member concerned fail to appear at the hearing or should such person, verbally or in writing state that he or she will not attend the hearing, the panel shall on the evidence before it attempt to determine the matter and report thereon to the President.
48. Should the member concerned appear at the hearing, the following procedure shall be followed:
(a) the person appointed in terms of clause 45(2)(d) shall place before the panel all documentary evidence relating to the charge of misconduct and call and examine any witness to give evidence thereon;
(b) thereafter the member charged with misconduct may personally or through his or her representative adduce documentary evidence and call and examine witnesses, including himself or herself, in rebuttal of the charge against him or her;
(c) either party may cross-examine a witness called by the other party.
- (1) The chairperson of the panel shall enquire from any person giving
evidence whether he or she wishes to do so under oath or affirmation but tell them they are not obliged to do so.
(2) Should a person referred to in subclause(1) above agree to give evidence under oath, such oath shall be administered by the chairperson of the panel in the following form:
“I (name) do swear that the evidence I give will be the truth to the best of my knowledge”.
(3) Should a person referred to in (1) above agree to give evidence under affirmation, such affirmation shall be administered by the chairperson of the panel in the following form:
“I (name) affirm that the evidence I give will be the truth to the best of my knowledge’.
(4) In weighting the evidence of a witness the panel shall be entitled to take into account whether it was given on oath or affirmation or not.
51. The Chief Executive Officer (CEO) shall ensure that a proper record is kept of the proceedings of the panel.
At the Conclusion of a Hearing
- (1) After all evidence has been heard and the parties concerned have
addressed the panel on the charge(s) before it, the panel shall consider and evaluate all the evidence and reach a finding on the matter.
(2) The panel may find that the member concerned is guilty as charged or not guilty or that insufficient evidence has been adduced on which to base a finding of guilty or not guilty.
(3) Where the panel finds the member concerned guilty as charged, it shall also determine an appropriate penalty as provided for in clause 53 and report accordingly to the President, with a copy to the member concerned.
(4) Where the panel is unable to reach a finding of either guilty or not guilty, it shall so report to the President.
- (1) The penalty for misconduct, depending on the seriousness of the
misconduct and its effect on the integrity or viability of the Institute may be:
(a) loss of membership; or
(b) suspension of membership for a specified period; or
(c) a reprimand; or
(d) a written warning.
(3) A penalty in the form of a reprimand or written warning shall be conveyed to the person concerned under the hand of the President.
Duties of the President
54. Upon receipt of the findings of the panel in terms of clause 47 or clause 52(3) or the findings of the Council in respect of an appeal, the President may after a period of ten (10) days confirm the finding and penalty or refer the matter back to the panel for reconsideration, in which event the panel shall reconvene and after further considering the matter report again to the President who must either confirm the finding and penalty or, in writing to the Council give reasons why he or she does not accept such finding and penalty, with recommendations as to what the finding and penalty should be. In the event of the President reporting to the Council as aforesaid, the matter shall be treated as an appeal in terms of clause 55.
- (1) Any member charged with misconduct who is aggrieved at the
finding and penalty determined by the panel may, within ten (10) days of being informed thereof, appeal to the Council.
(2) Any appeal to the Council in terms of subclause (1) above shall be in writing and shall set out the basis of the appeal, whether it is against the finding or the penalty or both and state the relief sought by the appellant.
(3) The Council shall consider any appeal referred to it including the reference of a matter to it by the President in terms of clause 54 and in connection therewith may call and examine any witness or call for and examine any document which it may consider relevant to the matter under consideration, after which it may:
(a) confirm the finding and penalty determination of the panel; or
(b) vary the finding and penalty determination of the panel; or
(c) set aside the finding and penalty determination of the panel,
and refer the matter to the President for consideration or reconsideration in terms of clause 54.
Discharge of Panel
56. Once a charge of misconduct has finally been dealt with, the panel shall be discharged from office on the date that the President takes a final decision.
57. The financial year of the Institute shall be from 1 March to the end of February in the next year.
Amendments to this Constitution
- (1) Any amendment or addition to this Constitution shall be made at an
AGM or other general meeting by a vote in favour thereof by at least two-thirds of the voting members present.
(2) The Council will submit any amendment of the constitution of the Institute to the Commissioner (SARS) within 30 days of its amendment.)
- (1) The Council, pursuant to its powers, may demarcate the
boundaries of a region and establish a Regional Council therefor subject to the following:
(a) a motivated application must be submitted by at least twenty (20) members of whom ten (10) must be voting members resident and working in the area of the proposed region;
(b) the motivation submitted must at least contain evidence to the effect that:
(i) the proposed region includes rural areas and is geographically rational;
(ii) the number of members resident and working in the area, together with their names, membership category, business address and residential address;
(iii) evidence that a Regional Council can function and has the capacity to establish committees appropriate to the area.
Composition of Regional Councils
- (1) A Regional Council shall consist of at least twenty (20) and
no less than ten (10) voting members who are in good standing.
(2) The first task of a new Regional Council shall be to draft a set of powers and functions, which must be approved by the Council.
Office-bearers : Regional Councils
- (1) Each Regional Council shall elect six (6) of its members to serve as
the Regional Committee, three (3) of whom shall retire in rotation at AGMs.
(2) The following office-bearers shall be elected by a Regional Committee:
(a) A Chairperson;
(b) A Deputy Chairperson;
(c) A Secretary/Treasurer;
(d) special events;
(e) gender issues;
(f) HIV/AIDS issues,
Functions of Regional Committees
- (1) Subject to this Constitution and any policy of the Council it shall be
the function of Regional Councils to:
(a) organise and hold an Annual General Meeting in its region;
(b) discuss matters pertaining to the profession in its region subject to the policy of the Institute;
(c) report to its members on all decisions taken by and projects undertaken by the Regional Council;
(d) deal with all applications for membership emanating from its region with particular reference to screening of applicants, membership approval, collection of registration costs and fees payable, submission to the Executive Committee for ratification and immediate payment to the Chief Executive Officer (CEO);
(e) collect annual membership fees of the applicable region for immediate payment to the Chief Executive Officer (CEO) when they become payable;
(f) submit an annual motivated request to the Council for the payment of a levy to the Regional Council;
(g) promote inter-dependence between Regional Councils and execute the powers and functions of the Institute pertaining to the already instituted Regional Councils except for the rules regarding management and minimum membership;
(h) the Chairperson of a Regional Committee will ex-officio serve on the National Council and will have a vote thereon.
Eligibility for Re-Election
63. Any councillor, office-bearer, member of the Executive Committee, member of a Regional Council or of a Regional Committee whose term of office has expired shall be eligible for re-election.
Commendations and Medal for Bravery
- (1) The Council, on the recommendation of the Executive Committee
may from time to time award one of the following commendations to Its voting members:
(a) A Bronze commendation – a certificate with bronze trimming for exceptional courage and daring in the performance of duty;
(b) A Silver commendation – a certificate with silver trimming for extraordinary courage and daring in the performance of duty;
(c) A Gold commendation – a certificate with gold trimming as well as a medal with orange ribbon, for outstanding bravery in the performance of duty.
- (1) The Council, on the recommendation of the Executive Committee,
may from time to time award one of the following certificates or medals to its voting members:
(a) A Certificate or Bronze medal with a green ribbon, to a member of two or more years for at least ten (10) years professional service;
(b) A Certificate or Silver medal with a blue ribbon to a member with at least twenty (20) years service in the profession;
(c) A Certificate or Gold Service medal with a red ribbon for twenty-five (25) years service in the profession to a member who has already been awarded a Bronze or a Silver medal;
(d) A Certificate or Gold medal for Exemplary Service on a white ribbon to a member who renders exceptional service to the Institute.
- (1) The Institute may be dissolved at a general meeting of members of
which thirty (30) days’ notice shall be given, by a vote supported by not less than two-thirds of the voting members in good standing who are present.
(2) In the event of a vote in favour of dissolution being cast at the meeting referred to in subclause (1), the members present shall also appoint the Council or another person as liquidator to settle any debts and to realise the assets of the Institute.
(3) The net residue of the assets referred to in subclause (2), if any, shall be paid to any non-profit organisation or organisations that have aims and objects similar to the object in clause 4.
(4) Where two or more organisations are identified to receive a share of the net assets of the Institute, the Council shall determine the proportions in which the funds are to be distributed.
(5) The Institute must as part of its dissolution transfer its assets to:
(a) another entity approved by the Commissioner (SARS) in terms of this section;
(b) a public benefit organisation approved in terms of section 30;
(c) an institution, board or body which is exempt from tax under section(1)(cA)(i); or
(d) the government of the Republic in the national, provincial or local sphere
Availability of this Constitution
67. Any member who so requests shall be provided with a copy of this Constitution.
AGM 2015 AMENDMENTS UPDATED.
TEU Amendments included.