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1. DEFINITIONS

• The Association: Northerns Beekeeping Association
• The Committee: Those elected or co-opted to run the management affairs of the Association
• Apiculture: The study or keeping of honeybees

2. INTERPRETATION

In this constitution, unless the context indicates a contrary intention, all terms are to be interpreted as written, without prejudice to the intended meaning.

3. AMENDMENTS

Any amendments to this constitution shall be made at a special meeting specially convened for this purpose.

4. AIMS AND OBJECTIVES

The Association is a public, no-profit organisation established for the sole object of promoting and advancing the science of apiculture, primarily in South Africa, on a non-professional as well as commercial basis conducting all its activities in a manner that is for the benefit of, and widely accessible to, its members as well as the general public. Without limiting its general nature, the agent Objectives shall, inter alia, include –

• 4.1. organizing and facilitating meetings;
• 4.2. field days and trips and training courses;
• 4.3. promoting competency and ethical conduct amongst its members;
• 4.4. facilitating contact and co-operation with organisations and interest groups with similar interests to further the interest of Beekeeping and nature conservation in general in South Africa;
• 4.5. all such other things, within the confines of the law, as are incidental or conducive to the attainment of its objectives.

5. PERSUASIONS

• 5.1. The Association shall not align itself with any political, cultural or religious organisation.
• 5.2. The Association shall act in a nondiscriminatory manner in respect of all its policies, practices and public relations affairs.

6. NON-PROFIT DISTRIBUTING CHARACTER

• 6.1. The receipts and property of the Association shall be used solely for the promotion of its stated aims and objects. No portion of the income or property of the Association shall be paid or distributed directly or indirectly to any person, (other than in the ordinary course of undertaking any public benefit activity) or to any member of the Association or Committee, except:
  • 6.1.1. reasonable compensation for services actually rendered to the Association which may include accounting and secretarial services;
  • 6.1.2. reimbursement of actual costs or expenses reasonably incurred on behalf of the Association.
• 6.2. On the dissolution of the Association, after all the debts and commitments have been satisfied, any remaining assets shall not be paid to or distributed amongst members, but shall be transferred by donation to any national or international Association, Society, Organization or Body which the Committee (in failing which any division of the High Court of South Africa) considers appropriate, which –
  • 6.2.1. has objectives that are the same or similar to the Objects of the Association; and
  • 6.2.2. should the Association be exempt from the payment of any taxes and duties, is also exempt from the same taxes and duties.
  • 6.2.3. in order to maintain its present and future tax exemptions status, the Association shall at all times fully comply with all the requirements of the Income Tax Act, No. 58 of 1962, as amended from time to time and, where applicable, of the South African Revenue Service, upon which such exemption shall depend.

POWERS

The Association, acting through its Committee or at an Annual General Meeting, shall have all the powers necessary for it to carry out its stated Objectives effectively.

7. MEMBERSHIP

• 7.1. Membership will be open to anyone interested in the objectives of the Association irrespective of race, colour, gender or creed.
• 7.2. The Association shall have the following classes of membership –
  • 7.2.1. individual membership;
  • 7.2.2. honorary membership conferred on any person nominated thereto by any existing member of the Association, subject to the approval of the Committee and confirmed at the first Annual General Meeting following the date of nomination;
  • 7.2.3. application for membership is subject to approval by the Committee.

8. MEMBERSHIP FEES

• 8.1. The Committee shall determine the annual membership fees which will only come into effect upon ratification at an Annual General Meeting or Special Meeting.
• 8.2. Annual subscriptions shall be payable in advance on the 1st day of February each year, or sooner.
• 8.3. New members who join during the year will be charged pro-rata for the months remaining for that year plus a joining fee determined annually by the Committee.
• 8.4. The Committee may vary the payable fees due for pensioners and/or other reason for any other person.
• 8.5. Honorary members will be exempt from all membership fees.

9. TERMINATION OF MEMBERSHIP

• 9.1. Any member may resign his membership in writing at any time;
• 9.2. The Committee may terminate a member’s membership, due to misconduct in breach of the Members Code of Conduct, following a disciplinary hearing as more fully set out in the Code of Conduct.
• 9.3. No membership fees or portion thereof shall be refundable upon termination of membership for whatever reason.

10. THE ASSOCIATION YEAR

The Association’s financial year shall run from 1st January to the 31st December each year.

11. ANNUAL GENERAL MEETING

• 11.1. The Annual General Meeting of the Association shall be held within (3) months of the end of the financial year.
• 11.2. The Secretary shall advise members of the date of the annual general meeting and provide an agenda for that meeting. Notice of the Annual General Meeting shall be given in writing and at least fourteen (14) days in advance thereof.
• 11.3. The agenda at the Annual General Meeting will include, but not be limited to:
  • 11.3.1.An annual report of the year’s activities and events (presented by the Chairman or his Representative);
  • 11.3.2.The financial report of the Association (presented by the Treasurer or his Representative);
  • 11.3.3. Election of a new Committee;
  • 11.3.4. Any other agenda point included in the notice of the General Meeting.

12. EXTRA-ORDINARY AND/OR SPECIAL MEETINGS

• 12.1.1. The Committee may convene an extra-ordinary or special meeting if it deems necessary, alternatively if such meeting is requested by at least 10% of members of the Association in good standing.
• 12.1.2. The agenda of such an extra-ordinary or special meeting will consist only of the matter in respect of which such a meeting was convened.
• 12.1.3. Notice of such extra-ordinary or special meeting shall be given in writing and at least fourteen (14) days in advance of such meeting.
• 12.1.4. The Quorum at the AGM shall be at least on third of the members in good standing, with inclusion of any proxies submitted prior and up to the start of the AGM. Where a Quorum is not present at the AGM, the AGM shall automatically be postponed to the third Saturday of the following month at which meeting numbers of members in good standing present shall constitute a valid Quorum.

13. THE COMMITTEE

The General Affairs of the Association shall be conducted by a Committee elected at the Annual General Meeting.

• 13.1. ELECTION OF COMMITTEE AND OF OFFICE BEARERS
  • 13.1.1. A minimum of four (4) and a maximum of twelve (12) members shall be elected at the Annual General Meeting of the Association and shall hold office until the end of the succeeding Annual General Meeting, when all of them shall resign.
  • 13.1.2. The members of the Committee shall be elected at each succeeding Annual General Meeting.
  • 13.1.3.Nominations for the elections of the Committee shall be open only for members of the Association in good standing and shall –
    • 13.1.3.1. be in writing or by means of electronic communication;
    • 13.1.3.2. be accepted in writing or by means of electronic communication by the nominees;
    • 13.1.3.3. reach the Secretary at least fourteen (14) days before the date of the Annual General Meeting of the Association and be communicated in terms of Clause 12 to all members at least fourteen (14) days before the date of such Annual General Meeting.
  • 13.1.4. The non-receipt of by any member of a communication referred to in Clause
    • 14.1.3.3 shall not invalidate the proceedings of an election.
  • 13.1.5. The retiring Chairman will be an “ex officio” member of the Committee for one (1) year following his retirement.
  • 13.1.6. The newly elected members of the Committee shall within thirty (30) days from date of their election at the Annual General Meeting, hold a constituent meeting, at which meeting the newly elected Committee shall elect a Chairman, Vice Chairman, Secretary and Treasurer from the ranks of the newly elected committee.
  • 13.1.7. There will not be a limit to the number of terms that a Committee member may serve.
• 13.2. POWERS THE COMMITTEE
  • 13.2.1. Shall, subject to the terms of this Constitution and to any resolutions adopted at any Annual General Meeting, manage and control the affairs of the Association;
    • 13.2.2. may exercise all the powers of the Association;
    • 13.2.3. shall formulate the general policy of the Association;
    • 13.2.4. shall deal with matters of common interest to all members;
    • 13.2.5. shall take all such steps, as it may deem necessary, for the implementation and furtherance of the aims and Objectives of the Association;
    • 13.2.6. may appoint sub-committees, existing of members in good standing of such purposes and with such power as it may deem fit;
    • 13.2.7. may from time to time, and upon such terms and conditions as it may consider appropriate and/or necessary, appoint other officers, employ staff and hire professional and other services;
    • 13.2.8. may institute or defend any legal or arbitration proceedings and may settle any claims made by or against the Association;
    • 13.2.9. may make and vary investments and re-invest the proceeds of such investments on condition that any investment made by the Association shall be with Financial Institutions as approved by the members at an Annual General Meeting or special meeting convened for this purpose;
    • 13.2.10. may receive, expend and administer funds and accept donations made to the Association and retain them in the form in which they are received, or sell them and re-invest the proceeds;
    • 13.2.11. may with regard to moveable and immovable property and tangible and intangible assets of whatsoever nature –
      • 13.2.11.1. purchase or acquire property and assets;
      • 13.2.11.2. maintain, manage, develop, exchange, lease, sell or in any way deal with the property and assets of the Association;
      • 13.2.11.3. donate and transfer the property and assets of the Association to organisations with the same or similar objects and the same exemptions from taxes and duties to those of the Association.
    • 13.2.12. may borrow and use the property or assets of the Association as security for borrowing;
    • 13.2.13. may make loans or grants subsidies to any member on such terms as the Committee deems expedient;
    • 13.2.14. may collaborate with other organisations with the same or similar objectives, in furtherance of the Aims and Objectives of the Association.
    • 13.2.15. may exercise all the management and executive powers that are normally vested in the Board of Directors of a Company;
    • 13.2.16. may make, repeal, and amend by laws and regulations (not inconsistent with this Constitution) for the control of any clubhouse or other premises or properties of the Association, or for the preservation of any of its assets or generally for the management of the affairs of the Association. All such by laws and regulations shall be binding upon members until repealed by the Committee or set aside by resolution at an Annual General Meeting of the Association;
    • 13.2.17. may exercise all the powers and authority of the Association not only in the Republic of South Africa but in any other part of the world.

13.3 VACATION OF OFFICE BY AN OFFICE BEARER OR COMMITTEE MEMBER

The office of a Chairman, Vice Chairman, Secretary, Treasurer or Committee member shall be vacated if he/she –

• 13.3.1. resigns or dies; or
• 13.3.2. becomes unfit and/or incapable of acting as such; or
• 13.3.3. would be disqualified, in terms of the Companies Act or equivalent legislation in force from time to time, from acting as a Director of a Company; or
• 13.3.4. is removed from office by the Committee, by a resolution adopted by not less than two-thirds of its members, to whom are attributable not less than two-thirds of the votes of the Association. The Committee shall not be obliged to furnish reasons for its decision(s) regarding removal except to the member removed.

13.4. If a member of the Committee is removed from and/or vacates his/her office in terms of Clause 13.3 above, the Committee shall within 30 days from the vacation of office, co-opt a member in good standing to serve for the remainder of the year by means of a resolution of the Committee.

PROCEDURES AT MEETINGS

The Committee shall regulate and conduct its meetings as it may deem fit, provided that –

• 13.4.1. meetings shall be presided over by the Chairman, or in his/her absence, the Vice Chairman, or in the absence of both the Chairman and Vice Chairman, the meeting shall select a chairperson from among those present for that specific meeting;
• 13.4.2. not less than one (1) ordinary meeting shall be held in any calendar year;
• 13.4.3. the quorum for a meeting of the Committee shall be no less than one half of the number of Committee members;
• 13.4.4. except where otherwise specified in this Constitution, matters shall be settled by consensus failing which by majority of votes;
• 13.4.5. the Chairman, Vice Chairman, Secretary and Treasurer shall not have a deliberative vote, but in the event of an equality of votes, the Chairman may exercise a casting vote;
• 13.4.6. proper minutes shall be kept of all formal proceedings of the Committee; except for a resolution required in terms of any Clause in the Constitution requiring a majority of not less two-thirds of the members of the Committee to whom are attributable not less than two-thirds of the total number of votes shall be as valid as passed at a duly convened meeting of the Committee, and such a resolution shall be ratified at the next meeting of the Committee.

14. COMPOSITION OF THE COMMITTEE

The Committee shall comprise of a Chairman, Vice Chairman, Secretary, and Treasurer plus co-opted additional members with special duties, as needed from time to time.

15. DUTIES AND OBLIGATIONS OF THE COMMITTEE

The affairs of the Association shall be managed by the Committee and shall include duties allocated by the Committee members themselves or requested by members at a monthly or other meeting of the association.

16. ACCOUNTS

The Treasurer will be responsible for the proper recording of income and expenditures of the association. The financial transactions data will be stored at a suitable place approved by the Committee.

17. NOTICES

• 17.1. Notices of all meetings provided for in this Constitution, shall be delivered personally, or sent by prepaid post, or by means if electronic communication to the last address notified by each member of the Association, or in any other manner as the Committee may decide from time to time.
• 17.2. The accidental omission to address notice(s) to any member shall not invalidate the proceedings of any meeting.
• 17.3. Notices shall be deemed to have been received within –
  • 17.3.1. seven (7) days after mail;
  • 17.3.2. twenty-four (24) hours of having been dispatched by means of electronic communication.

18. FINANCIAL MATTERS

• 18.1. Receipts and expenditure The methods used to raise funds, and the receipt and expenditure thereof shall be such as is authorized from time to time by not less than two-thirds of the members of the Committee, save in the event that the aforesaid funds are less than an amount which shall be specified from time to time by a majority vote of not less than two-thirds of the members of the Committee, in which event only a simple majority of members and of the total number of votes shall be required.
• 18.2. Bank Account(s)
  • 18.2.1. The Committee shall maintain a bank account(s) in the name of the Association with an approved registered Bank(s).
  • 18.2.2. The Committee shall ensure that all monies received by the Association, except those monies that can be used to pay expenses by cash, are deposited in the abovementioned bank account(s) as soon as possible after receipt. Signatories
  • 18.2.3. The Committee shall, from time to time, determine –
    • 18.2.3.1. who shall be authorized to sign all cheques and other payment instruction documents, including petty cash vouchers on behalf of the Committee;
    • 18.2.3.2. the basis of using electronic banking;
    • 18.2.3.3. the terms, conditions, amounts and/or limits that may be imposed on any or all of the signatories.
• 18.3. Financial Year End
  • 18.3.1. The Association’s financial year end shall be 31 December of each calendar year.
• 8.4. Financial Records
  • 18.4.1. The Committee shall ensure that the Association keeps proper records and books of account which fairly reflect the affairs of the Association.
• 18.5. Annual Financial Statements
  • 18.5.1. The Committee shall ensure that the Association prepares Annual Financial Statements for each year.
  • 18.5.2. Prior to the holding of the Annual General Meeting, to be held in terms of Clause 11, the Committee shall ensure that the Annual Financial Statements have been reviewed by a suitably qualified independent person or company or firm and that the reviewer has issued a report in respect of the Annual Financial Statements.
  • 18.5.3. A copy of the reviewed Annual Financial Statements shall be transmitted to all members, fourteen (14) days before the Annual General Meeting.

19. DOMICILE

The Headquarters of the association and its domicilium citandiet executandi shall be the physical address of the Chairman from time to time, where the official records and archives of the Association shall be kept, unless otherwise resolved by not less than one-half of the members of the Committee.

20. AMENDMENTS, DISSOLUTION OR LIQUIDATION

• 20.1. The terms of this Constitution may be amended, the name of the Association may be changed, and the Association may be dissolved or liquidated, upon resolution thereto at a Special Meeting specifically convened for this purpose, provided that –
  • 20.1.1. notice of such a proposed resolution, signed by the proposer, must be received by the Secretary not less than thirty (30) days prior to the date of the meeting;
  • 20.1.2. proper notice of the meeting is given to all members of the Association not less than fourteen (14) days prior to the date of the meeting and such notice states the nature of the resolution to be proposed;
  • 20.1.3. the quorum at such a Special Meeting shall be not less than 10% (ten percent) of all members in good standing;
  • 20.1.4. a majority vote of not less than two-thirds of the members present or represented by proxy, in favor of the resolution shall be required for the resolution to pass.
• 20.2. The proposed resolution, as notified to all members, may be amended at the meeting provided that the Chairman is of the opinion that the amendment does not constitute a substantive change to the content or spirit of the proposed resolution.

21. IDEMNITY

• 21.1. Subject to the provisions of any relevant statue, members of the Committee and other office bearers may be indemnified by the Association for all acts done by them in good faith on its behalf. Providing the Association agrees to indemnify any member of the Committee and/or any other office bearers, the Association shall pay all costs and expenses which any such member incurs or becomes liable for as a result of any contract entered into, or act done by him/her, in his/her said capacity, in the discharge, in good faith, of his/her duties on behalf of the Association.
• 21.2. Subject to the provisions of any relevant statute, no member of the Committee and/or other office bearers of the Association shall be liable for the acts, receipts, negligence or defaults of any other member or office bearer, or for any loss, damage or expense suffered by the Association, which occurs in the execution of the duties of his/her office, unless it arises as a result of his/her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.

22. LIABILITY OF ASSOCIATION

• 22.1 All members shall be considered to have, upon joining the association, submitted themselves to the code of conduct and all disciplinary action that may arise from a breach thereof as well as to indemnify the association from all liability that might arise from their participation in all activities of the association.
• 22.2 No visitor to any activity presented by the club will be allowed to participate unless they agree to and sign a general indemnity form indemnifying the association from all liability that may arise from their participation.
• 22.3 Every member shall be encouraged to obtain his own insurance for public liability in respect of his/her beekeeping activities and no member will be allowed to represent the association in any such activities unless specifically authorized thereto in writing.

23. DISPUTES

• 23.1. In the event if a serious disagreement between the members of the Committee and/or the Association regarding the interpretation of this Constitution, then any two (2) Committee members of the Association shall be entitled to declare a dispute. Such declaration shall be in writing, state the issue in dispute, and be addressed to the Committee.
• 23.2. The Committee shall consider such declaration within two (2) weeks of receiving it. Should the Committee not be able to resolve the dispute to the satisfaction of the member(s) declaring it, the dispute shall be referred either to a mediator or arbitrator.
• 23.3. Should the dispute be referred to a mediator, the member(s) declaring the dispute and the Committee must agree on a mediator and to the costs of such mediation. A mediator may recommend an appropriate resolution of the dispute.
• 23.4. In the absence of agreement regarding a mediator or should mediation not resolve the dispute, the dispute shall be referred to arbitration. The arbitrator shall be such suitably qualified person(s) as the member(s) declaring the dispute and the Committee may mutually agree. Alternatively, each of the parties shall be entitled to nominate one arbitrator, who shall act jointly with a third person to be nominated jointly by the respective nominees of the parties; on the basis that a majority decision of the appointed arbitrators shall be final and binding.
• 23.5. The arbitration shall be held on an informal basis, and the arbitrator shall have the power to determine the procedure to be adopted subject to principles of natural justice.
• 23.6. The arbitrator may base his/her award not only upon the applicable law but also upon the principles of equity and fairness.
• 23.7. The member(s) declaring the dispute and the Committee may, beforehand, agree to share the costs of the arbitration. In the absence of such agreement the arbitrator shall decide which members shall be held liable for the costs.
• 23.8. The decision of the arbitrator shall be final and binding upon all members and capable if being made an Order of Court on application by any of them.