Constitution.

1. NAME

 

The name of the Society shall be THE SOUTHERN AFRICAN SOCIETY FOR
TRENCHLESS TECHNOLOGY.

 

2. OFFICE

 

The registered office of the Society will be at a place determined by the Board from time to time.

 

3. OBJECTIVES

 

The objects for which the Society is established are:-

3.1 to advance the science and practice of trenchless technology for the public benefit. With “trenchless technology” is meant technology for the servicing, rehabilitation and replacement of existing, and the construction of new, public utilities and other services underground without the digging of trenches, including the development of all kinds of underground mapping techniques, tunnelling devices and specialist machinery, materials and equipment

3.2 to promote education, training, study and research in the said science and practice for the public benefit, and to publish the useful results of the same.

 

4. IMPLEMENTATION

 

For the purpose of attaining these objectives, the Society shall have the following powers:-

4.1 to hold meetings, mount exhibitions and provide facilities for the reading of papers, the delivery of lectures and the holding of discussion and debate on subjects relating to trenchless technology

4.2 to promote international collaboration and facilitate the interchange of ideas respecting trenchless technology and to provide for the publication, dissemination and acquisition of information connected with trenchless technology, including the publication of books, journals and news-sheets by or on behalf of the Society

4.3 to hold classes, conduct examinations, establish scholarships, grant prizes for papers, essays and theses or for notable achievements in the field of trenchless technology and by any similar means to assist persons studying trenchless technology or carrying out research into trenchless technology, to enlarge the knowledge of trenchless technology and to promote and maintain the highest possible standards of professional competence and practice of persons engaged in or about to engage in trenchless technology

4.4 to establish, form and maintain a library and a collection of models, designs, drawings and other articles of interest in connection with the preservation and improvement of the environment of the community by means of trenchless technology

4.5 to establish and operate local Branches within Southern Africa

4.6 to appoint such employees of the Society and engage such consultants as may be considered necessary or desirable by the Board in pursuit of the objects of the Society and to remunerate such employees and consultants and to reward any other person for services rendered to the Society or to the Board, if considered desirable by the Board, either by fees or by way of an honorarium or otherwise

4.7 to charge fees and receive remuneration or other consideration for any services rendered by the Society to any person and to receive subscriptions and donations for any particular purpose of the Society or for the Society generally

4.8 to invest the moneys of the Society not immediately required for its purposes in or upon such investments, securities or property as may be thought fit

4.9 to do all other lawful things necessary to the attainment of the above objects.

 

5. INCOME and PROPERTY

 

5.1 The income and property of the Society, irrespective of the source of acquisition, shall be applied solely for the advancement of the objectives of the Society. No portion thereof may be paid to the members of the Society. No member of the Board shall be appointed to any office of the Society paid by salary or fees or receive any remuneration or another benefit from the Society.

5.2 Nothing herein shall prevent the payment by the Society:-

5.2.1 of reasonable remuneration to any member not being a member of the Board, for any services rendered to the Society

5.2.2 of interest on any money lent by any member of the Society or the Board, at a rate of interest not exceeding 2 % less than the prime rate

5.2.3 of rent for premises let by any member

5.2.4 of fees or remuneration to any company of which a member of the Board may be a minority shareholder

5.2.5 to any member of the Board for reasonable out-of-pocket expenses.

 

6. FINANCE AND BOOKKEEPING

 

6.1 The financial year of the Society shall be 1 January to 31 December.

6.2 Proper account shall be kept of all moneys received and expended by the Society and its accounts and books shall be open at all reasonable times to inspection by any member of the Society.

6.3 The accounts of the Society shall be audited annually by auditors appointed by the Board.

 

7. PATRON

 

The Board may from time to time and at any time appoint any person, including a member of the Society or a member of the Board, to be the Patron of the Society for such period as it may determine. The Patron may at the complete discretion of the chairman of the body in question be invited to attend meetings of the Society, the membership, the Board and any committee but shall have no power to vote at any such meetings.

 

8. MEMBERSHIP

 

Membership of the Society will comprise the following categories:-

8.1 Individual members

8.2 Corporate members

8.3 Honorary affiliates

 

9. ADMISSION OF MEMBERS

 

The admission of members in the categories provided for in para 8 shall be as follows:-

9.1 The Board may admit as individual members of the Society those natural persons whose name and further details are forwarded to them by the applicant who will bind himself to the furtherance of the objectives of the Society. The applications shall be accompanied by the prescribed fee.

9.2 The Board may admit as corporate members anybody or organisation (other than natural persons) who endorse the objectives of the Society, upon payment of the prescribed fee.

9.3 The Board may admit as an honorary affiliate any body or organisation (other than natural persons) which endorses the objectives of the Society and which in the opinion of the Board is involved in the furtherance of infrastructure engineering. A body or organisation which is admitted as an honorary affiliate will not be required to pay any fees.

 

10. PRIVILEGES OF MEMBERSHIP

 

10.1 All members shall be entitled to use any facilities of the Society which may be available to the membership, to be kept informed by the Society concerning the activities of the Society and to receive the publications of the Society.

10.2 The title “Member of the Southern African Society for Trenchless Technology” or the abbreviated title “MSASTT” may be used by natural persons who are individual members of the Society so long as they remain members in good standing of the Society. No other title or abbreviation shall be used to describe membership of the Society.

10.3 Corporate members may display the logo in use by the Society for the time being (if any), together with the words “Corporate Member” on their documents.

10.4 Any member or his representative shall have the right to attend and take part in discussions at general meetings of the Society. Only members shall be entitled to nominate office bearers of the Society and only these members shall be entitled to vote in any election for such office bearers; provided that corporate members shall each only exercise one vote for each category of an election.

 

11. SUBSCRIPTIONS

 

11.1 The Board shall be entitled to require that such membership subscriptions be payable by members, of the Society as it shall in its complete discretion determine. Once determined, subscriptions may not be adjusted more than once per annum by the Board. The Board shall ensure that accounts in respect of membership subscriptions are posted to all members on or before a date to be determined by the Board.

11.2 Without prejudice to the provisions of para 12.1.4 a member whose subscription is more than one month in arrears may, if the Board shall so resolve, be deprived of his entitlement to attend and take part in the meetings of the membership and to enjoy and exercise any of the privileges of membership, but shall remain liable for his subscription during such period of deprivation.

 

12. TERMINATION OF MEMBERSHIP

 

12.1 Membership of the Society shall cease and all rights and privileges of membership shall be forfeited if:-

12.1.1 a member dies or is adjudicated bankrupt, or compounds with his creditors, or becomes of unsound mind

12.1.2 a member resigns by giving not less than one prior month’s (or such lesser period as the Board may accept) notice in writing thereof to the secretary of the Society

12.1.3 a member shall be guilty of conduct which in the opinion of the Board renders him unfit to continue as a member of the Society, and the Board, after having given him an opportunity of being heard by it upon the question of such conduct, passes a resolution expelling him from the Society

12.1.4 a member’s subscription is more than six months in arrears, unless such member has obtained the Board’s approval for an extension of time.

12.2 A member who gives notice to the Society of his intention to resign as a member of the Society must return to the Board upon demand all certificates and documents issued to him by the Society. Such member’s name shall then be removed from all lists of members.

12.3 A member of the Society who ceases for any cause including his resignation as provided in para 12.1.2, to be a member shall, nevertheless, remain liable to pay, and shall pay to the Society all sums of money which at the date on which his membership ceased were due from him to the Society.

12.4 If a representative of a corporate member ceases to hold a position in such
organisation, he shall from that day automatically cease to represent the organisation and such organisation shall be entitled to nominate an alternative representative.

 

13. COMPLIANCE WITH CONSTITUTION

 

Every member shall be obliged to comply with and to subject himself to the provisions of this Constitution.

 

14. REGISTER OF MEMBERS

 

14.1 The Society shall compile and keep up to date a register under suitable headings of the names, addresses, telephone and fax numbers and categories of membership of all the members of the Society.

14.2 Every member of the Society shall inform the Society of any change of postal address and any address so provided shall be considered his registered address.

 

15. MEMBERSHIP NOT TRANSFERABLE

 

Membership of the Society shall not be transferable and the rights and privileges granted to members by virtue of this Constitution are granted to them only and shall similarly not be
transferable.

 

16. COMPOSITION OF THE BOARD

 

16.1 The Board of the Society shall consist of:

– a President, who shall act as chairman

– a Vice President, who shall act as vice chairman

– the immediate past President

– an honorary treasurer

– an honorary secretary

– two additional members

– any other persons the Board may wish to appoint with observer status.

16.2 No person shall become a member of the Board unless he is a member of the Society. This qualification does not apply to persons appointed to the Board with observer status only.

 

17. TERM OF OFFICE

 

Members of the Board shall hold office for a period of one year from the close of the annual general meeting but shall be eligible for re-appointment or re-election as the case may be provided that a person may not hold the office of President for more than two consecutive terms.

 

18. ELECTION OF PRESIDENT AND VICE PRESIDENT

 

Prior to its completion of term of office the Board shall elect a President and Vice President to serve in the next term of office as follows:-

18.1 The Board shall elect from among those members serving on the Board a President and Vice President.

18.2 Where no valid nomination is received for the office of President and/or Vice President from among the Board members, the Board may elect a member of the Society to hold such office even if such member may not be currently serving on the Board.

18.3 Where the existing President is either not available for re-election or has completed two consecutive terms of office, the existing Vice President shall be automatically elected to the office of President unless he is not available or there is a written objection signed by at least two members of the Board to such automatic election. In such event, a call shall be made for nominations and the election procedure set out in para 18.4 below shall apply.

18.4 Where an election is necessary for either President or Vice President, nominations must be called for at a properly convened Board meeting. Any person so nominated must have agreed thereto before an election takes place.

18.5 Where the existing President and/or Vice President are nominated they shall recuse themselves, and a Board member not eligible for election to either office, shall chair the meeting for the purpose of such election. The election shall be conducted by ballot and not by a show of hands.

18.6 Where vacancies may occur for the office of President and/or Vice President during any term of office, the vacancy shall be filled in the manner set out in para 18.1 to para 18.5 above.

 

19. ELECTION OF OFFICE BEARERS

 

In addition to the immediate past President, the President and the Vice President, the members of the Society shall elect annually from its membership a maximum of four Board members in the following manner:-

19.1 The secretary of the Society sends to all members of the Society who are eligible to vote, nomination forms.

19.2 Nomination forms duly completed and signed by the proposer and the second must be forwarded to the secretary.

19.3 If more valid nominations than the number of vacancies are received, the secretary arranges to conduct a postal ballot.

19.4 The outgoing Board nominates not less than two scrutineers to decide any question as to the validity of ballot papers and the result of the election.

19.5 If four or fewer nominations are received, an election shall not be conducted and the members so nominated shall be deemed to be duly elected.

19.6 Dates for the despatch of nomination forms, their return, the conducting of postal ballots and the advising of the outcome of the election shall be determined by the Board.

 

20. TERMINATION OF MEMBERSHIP OF THE BOARD

 

20.1 A member of the Board may at any time terminate his membership by giving the Board notice in writing.

20.2 Any member of the Board who ceases to be a member of the Society in terms of para 12, shall automatically cease to be a member of the Board.

20.3 Should a member of the Board be absent from three consecutive meetings without an apology accepted by the Board, he automatically ceases to be a member of the Board. Should such a person be a chairman of a standing or ad hoc committee, he also ceases automatically to be chairman and the Board then arranges that a new chairman is appointed for the standing or ad hoc committee.

 

21. FILLING OF VACANCIES ON THE BOARD

 

A vacancy on the Board is filled as follows for the unexpired portion of any term:-

21.1 If the vacancy is that of the person who held the office of President or Vice President then the provisions of para 18 shall apply

21.2 Any other vacancy shall be filled by the Board in its discretion.

 

22. FUNCTIONS AND POWERS OF THE BOARD

 

The Board carries out any function it considers necessary to achieve the objectives of the Society acts as it deems fit in the interest of and on behalf of the Society, ensures the sound management thereof and may, in particular:-

22.1 appoint officials in an honorary or remunerated capacity, determine the conditions of service of such officials, terminate any appointments made and in general compensate any person for any services rendered to the Society

22.2 receive moneys payable to the Society, open and administer bank accounts in the name of the Society or any of its enterprises and invest funds with approved financial institutions

22.3 in respect of any matter relating to the rights, obligations, duties, responsibilities and property of the Society, in its corporate name issue summons, prosecute or defend any action and relinquish, withdraw or settle any such action

22.4 in general, exercise such powers of the Society not required by law or by this Constitution, to be exercised by the Society at an annual general meeting, subject however to the provisions of this Constitution

22.5 receive and consider reports and recommendations from the various standing or ad hoc committees and in respect thereof, make decisions and take steps or have steps taken to implement the Board’s decisions

22.6 appoint auditors or honorary auditors, who shall be either two suitably qualified individuals or a firm of Chartered Accountants

22.7 take decisions regarding the acquisition, encumbered with a mortgage, or alienation of fixed property; provided that the Society shall not have the power to borrow an amount greater than twice the income from the subscriptions for one financial year

22.8 approve or reject membership applications.

 

23. VALIDITY OF BOARD’S ACTIONS

 

All the actions of the Board or of any of its standing or ad hoc committees or of any of its members or of a committee acting with its approval, shall, irrespective of whether it is later discovered that an error was made in the nomination or election of the Board, a committee, or a member or that they or any of them were disqualified, be as valid as if the Board, committee or member was duly nominated or elected and was competent so to act.

 

24. DELEGATION OF AUTHORITY BY THE BOARD

 

The Board may delegate any of its powers, functions or responsibilities to stand or ad hoc committees or officials as it may deem necessary.

 

25. CHAIRMAN AT MEETINGS OF THE BOARD

 

At all meetings of the Board the President, and in his absence the Vice President, shall preside and in their absence, a chairman shall be elected from among those present.

 

26. MEETINGS OF THE BOARD

 

The Board shall meet as often as it deems fit. The Board may adjourn and subject to the
provisions of this Constitution, conduct its meetings as it deems fit.

 

27. QUORUM OF THE BOARD

 

The quorum for a Board meeting shall be three of its members have a vote.

 

28. VOTE AT BOARD MEETINGS

 

Matters are decided upon by consensus of the members or if no consensus can be obtained, by a majority of the members present taking part in the vote, except where this Constitution provides differently. In the case of an equality of votes, the chairman shall have a second or casting vote.

 

29. KEEPING OF MINUTES

 

Appropriate minutes shall be kept of all formal proceedings of the Society, the Board and the committees. Record of these proceedings must be kept in minute books.

 

30. ANNUAL GENERAL MEETING

 

An annual general meeting of the members of the Society shall be held once every year at a time and place determined by the Board.

 

31. FUNCTIONS AND POWERS OF ANNUAL GENERAL MEETING

 

It shall be the duty and function of the annual general meeting to consider:-

31.1 the reports of the Board

31.2 the reports of the standing and ad hoc committees

31.3 any report of any committee which the Board wishes to submit to the general meeting

31.4 the income statement, the balance sheet and the auditor’s report for the past financial year.

 

32. NOTICE OF GENERAL MEETING

 

The Board shall give all the members of the Society not less than twenty-one days’ written notice of a general meeting together with an agenda.

 

33. PERSONS ENTITLED TO ATTEND

 

33.1 All the members of the Society as well as such persons as are admitted as guests by the Board or the chairman, shall be entitled to attend general meetings and take part in the proceedings; provided that only members shall be entitled to vote.

33.2 Voting members unable to attend a general meeting of the Society may vote by proxy or by post. The completed and signed voting paper shall be received by the secretary before the day of the meeting. The chairman of the general meeting shall add the proxy and postal votes to those votes recorded by members having a vote, who are present at the meeting.

 

34. PROCEEDINGS AT GENERAL MEETINGS

 

34.1 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein provided, the quorum for any general meeting shall be fifteen members having a vote, present in person or by proxy; provided that at least ten members are present in person.

34.2 If at the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned for one hour and at the adjourned meeting the members having a vote, present in person or by proxy shall constitute a quorum; provided that at least five members are present in person.

34.3 All general meetings of the Society shall be conducted in accordance with Robert’s Rules of Order, as documented in the current edition of “Parliamentary Procedure at a Glance” by O Garfield Jones, published by Hawthorn/Dutton, New York.

 

35. CHAIRMAN

 

At all general meetings of the Society the President and, in his absence, the Vice President shall preside and, in their absence, a chairman shall be elected from among those present.

 

36. SPECIAL GENERAL MEETINGS

 

36.1 The Board may convene a special general meeting should it consider it necessary.

36.2 The Board shall convene a special general meeting if at least fifteen members with voting rights request the Board to do so.

36.3 The conditions of para 32 to 35 are mutatis mutandis applicable to special general meetings.

36.4 Only matters appearing on the agenda may be discussed at a special general meeting.

 

37. POSTAL BALLOT

 

The Board may, in respect of any matter affecting the interest of the Society, conduct a postal ballot among members of the Society entitled to vote at a general meeting and the result of such postal ballot shall form a decision of the Society.

 

38. AUTHORITY TO ACT ON BEHALF OF THE SOCIETY

 

No member or office bearer of the Society may act on any matter on behalf of the Society unless he is authorised by the Board to do so.

 

39. NOTICE TO MEMBERS

 

A notice to a member will be deemed properly delivered when posted to the address as notified to the Board in writing by the member and the non-receipt of a notice by any member shall not invalidate the proceedings at any meeting.

 

40. STANDING OR AD HOC COMMITTEES

 

40.1 The Board shall appoint a chairman for each standing or ad hoc committee appointed by it and if such chairman is not present at any meeting within ten minutes of the time set for the commencement of the meeting, the members present elect one of their number as acting chairman.

40.2 The Board and the chairmen of the relevant standing or ad hoc committees may co-opt as many other members as may be deemed necessary onto the committees.

40.3 The Board may for any purpose deemed necessary, appoint an ad hoc committee to investigate and report on any matter decided by the Board.

 

41. BRANCHES

 

The Board shall be entitled to divide Southern Africa into as many Branches as it may deem fit, to determine the border of each Branch, to change such borders from time to time and to establish new Branches.

 

42. OPERATION AND DUTIES OF BRANCHES

 

It shall be the duty of each Branch, through its Branch Committee to further the objectives of the Society within its region by, inter alia:-

42.1 actively recruiting new members

42.2 arranging suitable meetings, seminars and other functions for the benefit of its members

42.3 submitting to the Board such budgets, financial statements and other information as the Board may from time to time require.

 

43. ELECTION OF BRANCH OFFICE BEARERS

 

43.1 The members of a Branch shall elect annually from its membership a Branch Committee, consisting of a Chairman, a Vice Chairman, an honorary secretary and one additional member. For the election of the Branch Committee, the provisions of para 18 and 19 shall apply mutatis mutandis.

43.2 Should any Branch fail to arrange for the election of its office bearers as provided for herein, or not do so before the expiry of sixty days of the new term of office of the Board, then the Board may call for nominations from amongst members of that Branch and thereafter if necessary conduct a postal ballot among the same members. Any Branch office bearers so elected shall be deemed duly elected for a full term of office.

43.3 Dates for the despatch of nomination forms, their return, the conducting of postal ballots and the advising of the outcome to the Board shall be determined by the Board.

 

44. CONSTITUTION OF BRANCHES

 

Every Branch shall function in accordance with the provisions of this Constitution.

 

45. BRANCH DECISIONS

 

The Board shall be entitled to rescind or set aside any decision made by a Branch, only if such decision is in conflict with the provisions of this Constitution.

 

46. POWERS OF BRANCHES

 

Branches and any of their office bearers shall not be entitled, without the approval of the Board to encumber the Society with any expenditure incurred by them or to bind the credit of the Society. The Board shall not be liable for any debt incurred by any Branch, nor for any acts of insolvency, any Branch may commit.

 

47. AMENDMENTS TO THE CONSTITUTION

 

47.1 Any member, seconded in writing by ten members of the Society entitled to vote, shall be entitled to propose in writing any amendment or addition to this Constitution.

47.2 Within thirty days of the receipt of a valid written proposal, the Board shall conduct a postal ballot in respect thereof among all members having a vote. The proposals, in this case, shall be deemed carried if a two-thirds majority of the number of votes returned was in favour thereof and the proposal shall immediately come into effect. Ballot papers not received on the due date shall be deemed to be abstentious.

 

48. PROCEEDINGS OF THE SOCIETY

 

The Board shall from time to time make such arrangements as it may deem fit in order to obtain accurate records of the proceedings of conferences and other meetings of the Society.

 

49. MEMBERS ENTITLED TO COPIES OF PROCEEDINGS

 

Every member of the Society shall be entitled, on payment of a fee, to receive a copy of the report of the proceedings of conferences and other meetings of the Society; provided that any member whose membership fees are in arrears shall not be entitled to receive such report on payment of a fee.

 

50. PUBLICATION IS COPYRIGHT OF THE SOCIETY

 

All papers delivered to any conference of the Society, as well as any report submitted to any general meeting, as well as any publication issued and printed by the Board or with the approval of the Board, shall be deemed to be the copyright of the Society. The reprinting or reproduction or republication of any portion thereof may be done solely by or with the written authorisation of the Board and subject to the condition that the author, printer or publisher shall have such authorisation printed on the cover of the first page of any such paper, report or publication.

 

51. DISSOLUTION OF THE SOCIETY

 

51.1 The Society is dissolved only at a special general meeting convened for that purpose and only after the formalities as prescribed in para 36 have been complied with.

51.2 If upon the dissolution of the Society there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed among its members, but shall be given or transferred to some other charitable institution or institutions having objects similar to the object of the Society and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under para 5.1 hereof. Such institution or institutions shall be determined by the resolution taken at the special general meeting referred to in para 51.1, or in default thereof by a Judge of the Supreme Court of South Africa who has or acquires jurisdiction in the matter. If an effect cannot be given to the aforesaid, then the said property will be given to some charitable object.

 

52. INDEMNITY

 

The members of the Board, the auditors, the secretary and other officials and staff, appointed under the Constitution of the Society, and the trustees (if any) for the time being acting in relation to any of the affairs of the Society, and all of them, and all of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets of the Society from and against all actions, costs, charges, losses, damages and expenses which they or any of them, or any of their heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts. None of them shall be answerable for the acts, receipts, neglects, or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Society shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Society shall be placed out or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto.