01. Name02. Mission Statement03. Objectives04. Definitions 05. Legal Status 06. Membership 07. Management of the Society 08. Regional Branches 09. Accountability of Office Bearers10. Funds of the Society 11. Property and Assets 12. Execution of Deeds 13. Rules 14. Amendments15. Dissolution01. NameThe name of the organisation is the Dendrological Society of South Africa, hereinafter referred to as the Society.02. Mission StatementTo promote the knowledge, protection and propagation of trees and the preservation of tree-dominated ecosystems as a contribution to effective environmental conservation and improvement in South Africa.
03. Objectives
3.1 Promotion of dendrological knowledge to its members as a contribution to personal enrichment through outings, lectures, courses, symposia, regional herbaria, collection and dissemination of relevant dendrological information, the web-page and publications.
3.2 Assistance in the advancement of awareness of the South African public and governmental departments in terms of tree knowledge and of the importance of the protection of trees and the preservation of tree-dominated ecosystems as a contribution to sustainable environmental management.
3.3 Assistance to the public in terms of technical services such as tree identification, tree measuring, and other expertise and skills.
3.4 Encouragement of scientific research in the field of dendrology.
3.5 Acknowledgement of excellence in service to the improvement of tree knowledge to South African society.
04. Definitions
The following terms shall have the meanings assigned to hereunder.
4.1 "Central Committee" will mean the committee elected by the voting members of the Society, to manage and co-ordinate the Society activities on a national level.
4.2 “Chairperson” will mean the duly elected head of a regional branch.
4.3 “Committee” will mean the management body of any regional branch within the Dendrological Society of South Africa.
4.4 “President” will mean the duly elected chairperson of the Society and of the Central Committee.
4.5 “Regional branch” will mean an area of the country where at least ten members of the Society are willing to set up an organised regional branch servicing the members of the region.
4.6 “Rules” will mean the rules of this constitution and any other susequent amendments.
4.7 “Society” will mean the Dendrological Society of South Africa.
05. Legal Status
5.1 The Society shall be a voluntary, non-political, not for gain organisation.
5.2 The Society shall be capable in law through its Central Committee to engage in any business transactions to conduct its activities, including the acquiring, holding and alienating of property, movable and immovable.
5.3 The Society shall be capable in law of performing all such acts or taking such steps as are necessary for/or incidental to the furtherance and/or exercising of its stated objectives and the performance of its functions and duties in terms of its constitution.
5.4 The Society shall be managed by the President and the Central Committee through a Management Committee who may be assisted by appointed administrative personnel.
06. Membership
6.1 CLASSES OF MEMBERSHIP
6.1.1 General membership shall be open to all persons and includes the following classes:
6.1.1.1 Individual membership;
6.1.1.2 Family membership (parents and school children);
6.1.1.3 Student membership(bona fide students, with proof of registration);
6.1.1.4 School membership for individual schools;
6.1.1.5 Corporative membership;
6.1.1.6 Benefactor membership (membership restricted to the duration of beneficiation as agreed with the Central Committee)
6.2.1 Honorary membership is awarded to any person for excellence in service to the improvement of tree knowledge to South African society.
6.2 APPLICATION FOR MEMBERSHIP
6.2.1 All classes of membership
Any person or organisation wishing to become a member shall complete a membership application form. All new applications shall be reviewed and approved by the Central Committee of the Society.
6.2.1 Honorary membership
Proposed Honorary Members will be nominated by at least two members of the Central Committee or by a regional branch. A full motivation will accompany the written nomination to be tabled at a meeting of the Central Committee for their consideration. The nomination shall be accepted by two-thirds majority of the Central Committee vote, and endorsed by all the voting members at an Annual General Meeting.
6.2.3 All members will be listed in a register of individual members under their specific category of membership.
6.3 MEMBERSHIP FEES
6.3.1 All new members shall pay an entrance fee to the Society. This fee shall be determined by the Central Committee and may be amended from time to time.
6.3.2 All members of the Society shall be required to pay such annual subscription fees as determined by the Central Committee of the Society. This fee may be amended from time to time. The Central Committee has the power to waive or reduce fees if they consider it expedient or in the interest of the Society to do so. The Central Committee however may reinstate any fees or levies as payable to the Society should the Central Council in its sole discretion decide to do so. Honorary Members shall be exempt from the payment of fees.
6.3.3 Membership fees shall be payable on the due date, no later than 60 days into a financial year.
6.3.4 If a member is accepted as a member after the commencement of the financial year, such a member shall be liable for only part of the subscription, calculated on a pro rata basis. The fees will be payable within 30 days from the date of acceptance as a member. In the event of non-compliance the person will not be registered as a member.
6.3.5 Membership fees levied shall be due and payable by a member and the Society may recover it by legal process.
6.3.6 In the event of failure to pay the full membership fee by the due date in 6.3.3 all voting rights will immediately be suspended. At this stage the member will be informed of his/her position. A final statement will be forwarded to the member. In the event of failure to pay at this stage, membership will be suspended.
6.3.7 A member of whom the membership has been terminated in terms of 6.3.3, or any other reason except expulsion by the Central Committee, may be re-admitted upon payment of a reinstatement fee. No application form needs to be filled out, and no entrance fee is due. Re-instatement fees are be determined by the Central Committee from time to time.
6.3.8 Under no circumstances or for whatever reason will any refund of membership fees or levies or part thereof be made to any person.
6.4 VOTING RIGHTS
All members have voting rights subject to clauses 6.3.3, 6.3.6 and 6.3.7.
6.5 DURATION AND TERMINATION OF MEMBERSHIP
6.5.1 Every member shall remain a member until his membership is terminated in accordance with the provisions in this constitution.
6.5.2 A member shall cease to be a member in any class of membership:
6.5.2.1 upon receipt of a letter indicating his/her written resignation;
6.5.2.2 upon failure to pay membership fees within the prescribed period as stated in the constitution under 6.3.3 and 6.3.6;6.5.2.3 when the incumbent of a particular position fails to carry out his duties and has been informed of his non-performance in writing, or if a member continues to contravene the objectives of the Society and has been informed thereof in writing, membership may be cancelled at the discretion of the Central Committee; or 6.5.2.4 at his/her death.
6.6 RIGHTS OF MEMBERS
6.6.1 Every member of the Society shall have access to information to which such member is reasonably entitled.Every member of the Society shall have access to information to which such member is reasonably entitled.
6.6.2 All members in good standing shall be entitled to participate in any activity of the Society and its branches and entitled to any relevant privileges as may be determined by the Central Committee.
6.6.3 Every member of the Society entitled to vote shall be eligible to hold any office within the Society.
6.6.4 All members will receive newsletters and pamphlets.
6.7 LIABILITY OF AND CLAIMS BY MEMBERS
6.7.1 The liability of any member for the debts of the Society is limited to any monies he/she may be owing to the Society.6.7.2 No member, ordinary or committee, will have any claim whatsoever against the Society in respect of expenses incurred, losses, damages suffered or injuries sustained as a result of their attendance of meetings, outings or any activity offered by the Society.
07. Management of the society
7.1 GENERAL
7.1.1 The management of the Society shall be vested in the Central Committee. The Central Committee shall elect amongst them, if necessary, a Management Committee, who shall carry out the day-to-day running of the Society on behalf of the Central Committee and the members.
7.1.2 Only members in good standing may serve on the Central Committee.
7.1.3 No member will have a claim against the Society in respect of any costs or losses incurred as a result of attending meetings.
7.2 THE PRESIDENT
7.2.1 The President of the Society, who shall also be the chairperson of the Central Committee, shall be elected nationally by all individual Society members with voting rights at the annual general meeting described in 7.4.5.
7.2.2 The President shall be a knowledgeable person in the field of dendrology.
7.2.3 The term of office of the President of the Society will be two years.
7.2.4 Call for nominations for President will be circulated by facsimile, e-mail and/ or mail to all members with voting rights. A list of members from which nominations may be selected will be attached to the call for nominations.
7.2.5 Members wishing to nominate a person shall obtain the consent of the nominee before forwarding the nomination.
7.2.6 Nominations to reach the Management Committee by the due date.
7.2.7 All nominees will be requested to forward a CV and a mission statement to the Management Committee to accompany the ballot papers.
7.2.8 Ballot papers shall be completed and returned to the Management Committee and should reach their destination two days prior to the election date. Ballot papers may also be handed in at the annual general meeting.
7.2.9 Scrutinizers of the ballot papers shall be appointed at the annual general meeting. All ballots will be opened at the appropriate time and the ballots will be counted and checked.
7.2.10 The scrutinizers will announce the results of the election at the meeting. Upon acceptance of the results by the members present, all the ballot papers will be destroyed.
7.2.11 Management of the Central Committee is empowered to take decisions in respect of nominations and elections if no nominations were received in terms of clauses 7.2.6 & 7.2.8.
7.3 THE CENTRAL COMMITTEE
7.3.1 General
7.3.1.1 The Central Committee shall be elected by all the individual Society members with voting rights at an annual general meeting and shall comprise at least five but no more than nine members, one of whom shall be the nationally elected President of the Society.
7.3.1.2 A term of office shall be a period of two years.
7.3.1.3 The President and any duly elected member of the Central Committee and Management Committee may be re-elected at the end of a two-year term of office.
7.3.2 Nominations
7.3.2.1 Call for nominations for the Central Committee will be circulated by facsimile, e-mail and/or mail to all members with voting rights. Members wishing to nominate a person shall obtain the consent of the nominee before forwarding the nomination. Nominations must reach the Management Committee by the due date.
7.3.2.2 Ballot papers will be circulated to all members and should be completed and returned to the Management Committee and should reach their destination two days prior to the election date. Ballot papers may also be handed in at the annual general meeting.
7.3.3 Elections
7.3.3.1 Elections for Central Committee members will be held every year at the AGM for those members whose terms of office expire in that particular year. The Honorary Secretary shall record the terms of office of all the elected Central Committee members.
7.3.3.2 In the event of less than required nominations being made, the nominees will automatically become members of the new Central Committee.
7.3.3 Scrutinizers of the ballot papers shall be appointed at the annual general meeting. All ballots will be opened at the appropriate time and the ballots will be counted and checked. The scrutinizers will announce the results of the election at the meeting. Upon acceptance of the results by the members present, all the ballot papers will be destroyed.
7.3.4 Vacancies in the Central Committee
7.3.4.1 In the case of resignation, incapacity or death of any member of the Central Committee and the Management Committee, the office shall be declared vacant by the Management Committee. The Management Committee shall request the region from which the member originated to nominate another member to fill the vacancy until the next Annual General meeting. A new member shall be duly elected at the Annual General meeting. The Central Committee will decide who shall fill a vacancy in the Management Committee. For the purpose of this subsection, absence from two meetings of the Central Committee or Management Committee without an apology or from three consecutive meetings of the Central Committee or Management Committee may be treated as incapacity.
7.4 POWERS OF THE CENTRAL COMMITTEE
7.4.1 The Central Committee shall convene only when matters need to be dealt with that requires the physical presence of all members of the Central Committee. Central Committee members not serving on the Management Committee may attend any Management Committee meetings when possible and shall nevertheless receive all the agendas and minutes of the meetings of the Management Committee of the Central Committee and shall have the opportunity to add issues to the agenda or to dispute any minutted issue within five days after the dispatch of the minutes. Disputed decisions will be referred back to the Management Committee for further consideration.
7.4.2 The Central Committee shall manage the affairs of the Society and take such other steps as may be deemed necessary to achieve its objectives and fulfil the obligations stated in the constitution. The Central Committee may if it deems it necessary appoint an administrative officer to assist the Central Committee and/or the Management Committee in the execution of their management duties. The duly appointed officer shall be fully accountable to the Central Committee for every action he/she undertakes on behalf of the Society.
7.4.3 The Central Committee shall have the power to appoint committees to whom they may delegate such duties as they may deem fit to carry out the objectives of the Society. Central Committee members or any Society member may be appointed to such committees. Central Committee members may be ex officio members of all committees. The Central Committee shall also have the power to dissolve any of its committees as it may deem fit.
7.4.4 The Central Committee shall designate two persons from the Management Committee who will sign all documentation on behalf of the Society. Signing powers, as decided by the Central Committee, may also be given to the administrative officer to facilitate administration.
7.4.5 The Central Committee shall convene an annual general meeting no later than 120 days after the end of the Society’s financial year end to deal with the activities described in 7.2.1, 7.3.1 and 10.7, as well as any other activity that the Central Committee may deem necessary, at a time and place as it may determine.
7.4.6 The Management Committee of the Central Committee shall have the right to deal with the issue of nominations and consequential elections in the event of non-performance in terms of clauses 7.2.6, 7.2.8 and 7.3.2.1.
7.4.7 Extraordinary general meetings shall also be convened at any time by the honorary secretary on receipt of a written request signed by at least seven individual members of the Society with voting rights. Depending on the urgency of the matter notice of such a meeting shall be given as is reasonable in the circumstance, but no later than 45 days after the receipt of the request.7.4.8 The Central Committee may enter into agreements with any body or persons within or outside South Africa with regard to any matter of mutual benefit and in the interest of the objectives of the Society.
7.4.9 The Central Committee may enter into any arrangements with any Government authority (central, provincial, regional, local or otherwise), corporation or persons to obtain from such Government authority, corporation or person, monetary grants, rights, treaties, concessions, charters, franchises and privileges which may assist in achieving the Society’s objectives.
7.4.10 The Central Committee may associate or affiliate with any organisation which has objectives consonant to that of the Society.
7.5 THE MANAGEMENT COMMITTEE
7.5.1 The Management Committee shall include as many of those Central Committee members as possible, including the President, who will be prepared to attend all Management Committee meetings. The Management Committee will comprise at least a chair who will be the President, an honorary secretary and an honorary treasurer. The Management Committee will be elected on the day of the AGM.
7.5.2 The Management Committee may be assisted by an administrative officer, who shall ex officio attend all meetings of the Management Committee.
7.5.3 The Management Committee shall meet at least three times per year and arrange more meetings if deemed necessary, to effectively manage the affairs of the Society.
7.6 CESSATION OF MEMBERSHIP OF THE CENTRAL COMMITTEE AND MANAGEMENT COMMITTEE
Any member of the Central Committee and Management Committee shall cease to hold office
7.6.1 upon resignation given in writing;
7.6.2 upon cessation of his/her normal voting rights as in 6.3.6
7.6.3 when absent from meetings of the Central Committee and Management Committee as stipulated in 7.3.4
08. Regional Branches
8.1 The intent to set up a Regional Branch must be declared to the Management Committee of the Society. A copy of the constitution of the Society will be made available to ensure that the branch is set up in accordance to the constitution.
8.2 Members of the Society residing in any region in the Republic of South Africa may set up a regional branch within the Dendrological Society of South Africa. The members in that branch may name and identify this branch by any suitable name and give a clear indication that it is a sub-structure of the Society. The Management Committee shall be informed in detail regarding the set up of such a branch.
8.3 A regional branch is duly set up by at least ten full members of the Society and shall be established, operated and managed according to the branch regulations as set up by the Central Committee.8.4 Changes are made to the branch regulations by the Central Committee as and when required. Any branch management committee may submit written proposals for such changes to the Central Committee for their consideration.
8.4.1 Proposals for such changes to the branch regulations are forwarded to the Honorary Secretary.
8.4.2 The Central Committee will consider the proposals as stated in 8.4 at their first meeting after receipt thereof and may approve and effect the change or may reject the proposals.
8.5 Branches shall keep the Central Council informed of their activities on a regularly basis to coincide with the meetings of the Management Committee and the Annual General Meeting.
8.6 Members of the Society who wish to participate on a regional level will have to sign up with the regional branch of their choice.
8.7 Membership fees are collected by the Central Committee.
8.8 For a basic assignment of funds towards the management of a local branch, branch committees have to submit a budget for each financial year at least 30 days before the start of the financial year.
8.9 A regional branch may be terminated when a majority of the members signed up with the branch decide to do so at a duly constituted meeting for which notification has been given at least three weeks prior to the set date of such a meeting; or when the number of members drop below 10. The remaining financial assets of the Regional Branch will revert to the Central Committee.
09. Accountability of Office Bearers
9.1 Every member of the Central Committee and any sub-committee thereof and every officer, secretary, auditor or other appointee of the Society shall be responsible only for his/her own actions.
9.2 No member of the Central Committee or any sub-committee thereof or any officer, secretary, auditor or other appointee of the Society will incur any personal liability in respect of any loss or damage caused by any act done, authorised or omitted by him/her in good faith.
10. Funds of the Society
10.1 The Management Committee through the Honorary Treasurer shall administer the funds of the Society unless determined otherwise by the Central Committee.
10.2 The Central Committee shall receive all membership fees, sponsorship, donations, grants, bequests or any other funds appropriated to the Society.
10.3 The Central Committee, through the Honorary Treasurer, shall transfer the branch management fees.
10.4 The income and property of the Society may be applied solely towards the promotion of the objectives of the Society. No portion thereof may be transferred, directly or indirectly, to members of the Society, provided that nothing in this provision prevents the payment in good faith of reasonable remuneration to any office-bearer, member, employee or aide of the Society for bona fide services rendered so determined by the Central Committee.
10.5 The Regional Branches may submit ad hoc requests for additional funds to the Central Committee.
10.6 The Central Committee and the Branch Committees shall keep proper account of all moneys received and expended, and of all assets and liabilities of the Society and its branches. The official financial statements of the Society shall be drawn up by an independent accountant/auditor so appointed by the Central Committee at the end of each financial year.
10.7 The financial statements, balance sheets and budget of the Society shall be presented to the individual members of the Society and voted upon and approved at the annual general meeting stated in 7.4.5.
10.8 The end of the financial year of the Society will be on 28 February of each year.
11. Property and Assets
11.1 All the assets and properties of the Society, fixed or otherwise, shall be administered by the Central Committee on behalf of the Society.
11.2 The income and profit of the Society from whatever source derived, shall be applied solely towards the promotion of the objectives of the Society as set forth in this Constitution, and no portion thereof shall be paid or transferred directly or indirectly by way of bonus or dividend or otherwise, or by way of profit to the persons who are or at any time have been members of the Society, or to any person claiming through any of them.
12 Execution of Deeds
12.1 Unless otherwise determined by the Central Committee, all documentation and cheques drawn on behalf of the Society shall be signed by persons with signing powers as determined in 7.4.4.
13. Rules
13.1 The Constitution will be underpinned by the rules of the Society.
13.2 The Central Committee shall have the power to amend the rules from time to time as it may deem necessary to execute the objectives of the Society. The Management Committee shall discuss the changes and forward them to the Central Committee for approval. Notice of the proposal to move an amendment of the rules shall be included in the notice convening the meeting of the Management Committee.
14 Amendments
14.1 Any resolution to amend this constitution shall be given in writing by the Management Committee, the Central Committee or by any member supported by at least 10 individual members with voting rights. Such written resolution shall be presented to the honorary secretary.
14.2 Any resolution to amend this constitution as described in 14.1 shall be circulated to all individual members with voting rights at least 14 days prior to the date on which the voting shall take place.
14.3 This constitution may be amended by a resolution passed by a two-thirds majority of those individual members voting by postal, facsimile or e-mail vote received by the prescribed date of voting.
14.4 The duly approved amendment of the constitution shall be published in a manner to be determined by the Management Committee.15.
Dissolution
15.1 The Society may be amalgamated with any similar institute by a resolution of the Central Committee submitted to the individual members with voting rights for decision by postal vote and passed by a majority of two-thirds of those individual members voting by postal vote received by the prescribed date of voting.
15.2 The Society may be dissolved by a resolution of the Central Committee submitted to the individual members with voting rights to their registered addresses for decision by postal vote and passed by a majority of two-thirds of those individual members voting by postal vote received by the prescribed date of voting.
15.3 All surplus assets remaining after the satisfaction of all liabilities shall be transferred by the Central Committee to another society, association or organisation with objectives substantially similar to those contained in this Constitution.