1. NAME

The name of the organisation is the Dendrological Society of South Africa, hereinafter referred to as the Society.

2. MISSION STATEMENT

The mission of the Society is to 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.

3. DEFINITIONS

The following terms shall have the meanings assigned to hereunder:

• “Chairperson” will mean the duly elected head of a regional branch.
• “Committee” will mean the management body of any regional branch within the Dendrological Society of South Africa.
• “Executive 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.
• “Management Committee” will mean the committee appointed by the Executive Committee, if any, in terms of the provisions of this constitution.
• “President” will mean the duly elected chairperson of the Society and of the Executive Committee.
• “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.
• “Rules” will mean the rules of this constitution and any other subsequent amendments.
• “Society” will mean the Dendrological Society of South Africa.

4. OBJECTIVES

The objectives of the Society are the following:

• 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.
• 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.
• Assistance to the public in terms of technical services such as tree identification, tree measuring, and other expertise and skills.
• Encouragement of scientific research in the field of dendrology.
• Acknowledgement of excellence in service to the improvement of tree knowledge to South African Society.

5. LEGAL STATUS AND BODY CORPORATE

• The Society shall be a voluntary, non-political, not for gain organisation.
• The Society shall be capable in law through its Executive Committee to engage in any business transactions to conduct its activities, including the acquiring, holding and alienating of property, movable and immovable.
• 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.
• The Society shall be managed by the President and the Executive Committee who may be assisted by appointed administrative personnel.
• The Society shall:
  • Exist in its own right, separately from its members;
  • Continue to exist even when its membership changes and there are different office bearers;
  • Be able to sue and be sued in its own name. 

6. POWERS OF THE SOCIETY

• The Executive Committee shall carry out the powers on behalf of the Society and it shall manage the affairs of the Society in accordance with the resolutions of the members as shall be taken from time to time at General Meetings of the Society.
• The Executive Committee is responsible for making decisions, and acting on such decisions, which it believes it needs to make in order to achieve the objectives of the Society as stated in 4 of this constitution. However, such decisions and their activities may not be against the resolutions of the members or be against the law of the Republic of South Africa.
• The Executive Committee shall have the general powers and authority to: –
  • raise funds or to invite and receive contributions;
  • buy, hire or exchange any property that it needs to achieve its objectives;
  • make by-laws for proper governance and management of the Society;
  • Form sub-committees as and when it is necessary for proper functioning of the Society.
• Should the Executive Committee find it necessary, it can set up one or more sub-committees. It may do this to expedite any project or work to be undertaken or to undertake an enquiry.
• The Executive Committee may delegate any of its powers or functions to a sub-committee provided that:-
  • such delegation and conditions are reflected in the minutes of a meeting;
  • at least one Executive Committee member serves in the sub-committee;
  • there are three or more people on a sub-committee;
  • the sub-committee must regularly report back to the Executive Committee on its activities.
• The Executive Committee must in advance approve all expenditure incurred by the sub-committee, and may revoke the delegation or amend the conditions of the delegation.

7. MEMBERSHIP

Classes of Membership

• General membership shall be open to all persons. and includes the following classes:-
• Individual membership;
• Family membership (parents and school children);
• Student membership (bona fide students, with proof of registration);
• School membership for individual schools;
• Corporate membership;
• Benefactor membership (membership restricted to the duration of beneficiation as agreed with the Executive Committee).
• Honorary membership is awarded to any person for excellence in service to the improvement of tree knowledge to South African Society.

Application for Membership

• 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 Executive Committee of the Society.

• Honorary membership

Proposed Honorary Members will be nominated by at least two      members of the Executive Committee or by a regional branch. A full motivation will accompany the written nomination to be tabled at a meeting of the Executive Committee for their consideration. The nomination shall be accepted by two-thirds majority of the Executive Committee vote, and endorsed by all the voting members at an Annual General Meeting.

• All members will be listed in a register of individual members under their specific category of membership.

Membership Fees

• All members of the Society shall be required to pay such annual subscription fees as determined by the Executive Committee of the Society. This fee may be amended from time to time. The Executive 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 Executive Committee however may reinstate any fees or levies as payable to the Society should the Executive Committee in its sole discretion decide to do so. Honorary Members shall be exempt from the payment of fees.
• Membership fees shall be payable on the due date, no later than 60 days into a financial year.
• 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.
• Membership fees levied shall be due and payable by a member and the Society may recover it by legal process.
• Under no circumstances or for whatever reason will any refund of membership fees or levies or part thereof be made to any person.

Voting Rights

All fully paid up members have voting rights.

Duration and Termination of Membership

• Every member shall remain a member until his membership is terminated in accordance with the provisions in this constitution.
• A member shall cease to be a member in any class of membership-
• upon receipt of a letter indicating his/her written resignation;
• upon failure to pay membership fees within the prescribed period as stated in the constitution under 3.2 or 7.3.3;
• 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 Executive Committee; or
• at his/her death.

Rights of Members

• Every member of the Society shall have access to information to which such member is reasonably entitled.
• 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 Executive Committee.
• Every member of the Society entitled to vote shall be eligible to hold any office within the Society.
• All members will receive newsletters.

Liability of and Claims by Members

• The liability of any member for the debts of the Society is limited to any monies he/she may be owing to the Society.
• 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.

8. GOVERNMENT STRUCTURE AND MANAGEMENT OF THE SOCIETY

General

• The management of the Society shall be vested in the Executive Committee. The Executive Committee shall elect amongst them, if deemed necessary, a Management Committee, who shall carry out the day-to-day running of the Society on behalf of the Executive Committee and the members.
• Only members in good standing may serve on the Executive Committee.
• No member will have a claim against the Society in respect of any costs or losses incurred as a result of attending meetings.

The President

•  Management of the Executive Committee is empowered to take decisions in respect of nominations and elections if no nominations were received in terms of clauses 2.6 and 8.2.8.
• 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.   
• 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.
• Nominations for the office of President should reach their destination two days prior to the election date. Nominations may also be handed in at the annual general meeting.
• All nominees will be requested to forward a CV to the Management Committee to accompany the ballot papers.
• Nominations are to reach the Management Committee by the due date.
• Members wishing to nominate a person shall obtain the consent of the nominee before forwarding the nomination.
• A call for nomination 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.
• The term of office of the President of the Society will be two years.
• The President shall be a knowledgeable person in the field of dendrology.
• The President of the Society, who shall also be the chairperson of the Executive Committee, shall be elected nationally by all individual Society members with voting rights at the annual general meeting described in 11.
• The Executive Committee

General

• The Executive 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.
• A term of office shall be a period of two years.
• The President and any duly elected members of the Executive Committee and Management Committee may be re-elected at the end of a two-year term of office.

Nominations

• Call for nominations for the Executive 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.
• 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.

Elections

• Elections for Executive Committee members will be held every year at the AGM for those members whose terms of office expire in that particular year. The Secretary shall record the terms of office of all the elected Executive Committee members.
• In the event of less than required nominations being made, the nominees will automatically become members of the new Executive Committee.
• 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.  

Vacancies in the Executive Committee

• In the case of resignation, incapacity or death of any member of the Executive 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 Executive Committee will decide who shall fill a vacancy in the Management Committee. For the purpose of this subsection, absence from two meetings of the Executive Committee or Management Committee without an apology or from three consecutive meetings of the Executive Committee or Management Committee may be treated as incapacity.

Functioning of the Executive Committee

• The Executive Committee shall convene only when matters need to be dealt with that requires the physical presence of all members of the Executive Committee. Executive 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 and of the Executive Committee and shall have the opportunity to add issues to the agenda or to dispute any minuted issue within five days after the dispatch of the minutes. Disputed decisions will be referred back to the Management Committee for further consideration.
• The Executive 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 Executive Committee may if it deems it necessary appoint an administrative officer to assist the Executive Committee and/or the Management Committee in the execution of their management duties. The duly appointed officer shall be fully accountable to the Executive Committee for every action he/she undertakes on behalf of the Society.
• The Executive 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 Executive Committee, may also be given to the administrative officer to facilitate administration.
• The Executive Committee may enter into agreements with anybody 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.
• The Executive 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.
• The Executive Committee may associate or affiliate with any organisation which has objectives consonant to that of the Society.

The Management Committee

• The Management Committee shall include as many of those Executive 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, a secretary and a treasurer. The Management Committee will be elected on the day of the AGM.
• The Management Committee may be assisted by an administrative officer, who shall ex officio attend all meetings of the Management Committee.
• 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.

Cessation of Membership of the Executive Committee and Management Committee

Any member of the Executive Committee and Management Committee shall cease to hold office

• upon resignation given in writing;
• upon cessation of his/her normal voting rights as member of the Society;
• when absent from any two consecutive meetings of the Executive Committee or from any four meetings of the Executive Committee during his term of office, without good cause accepted by the Executive Committee.

9. REGIONAL BRANCHES

• 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.
• 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.
• 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 Executive Committee.
• Changes are made to the branch regulations by the Executive Committee as and when required. Any branch management committee may submit written proposals for such changes to the Executive Committee for their consideration.
• Proposals for such changes to the branch regulations are forwarded to the Secretary.
• The Executive Committee will consider the proposals as stated in 4 at their first meeting after receipt thereof and may approve and effect the change or may reject the proposals.
• Branches shall keep the Executive Committee informed of their activities on a regularly basis to coincide with the meetings of the Management Committee and the Annual General Meeting.
• Members of the Society who wish to participate on a regional level will have to sign up with the regional branch of their choice.
• Membership fees are collected by the Executive Committee.
• 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.
• 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 Executive Committee.

10. ACCOUNTABILITY OF OFFICE BEARERS

• Every member of the Executive 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.
• No member of the Executive 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.

11. MEETINGS

Annual General Meeting (AGM)

• Members of the Society have the right to attend its annual general meetings.
• The purpose of an Annual General Meeting (AGM) is to:
• Report back to Members from the Executive Committee on the achievements and work of over the year;
• Make any changes to the constitution;
• Enable Members to decide on the policies of the Society.
• The Annual General Meeting must be held once every year, at a time to be determined by the Executive Committee.
• The Society should deal with the following business, amongst others, at its Annual General Meeting:
• Agree to the items to be discussed on the agenda;
• Write down who is there and who has sent apologies because they cannot attend;
• Read and confirm the previous meeting’s minutes with matters arising;
• President’s report;
• Treasurer’s report;
• Changes to the constitution that members may want to make;
• Elect new Executive Committee;
• General;
• Close the meeting.

Special General Meetings

• Special General Meeting (SGM) or any other special meeting is held outside of the normal or regular meetings.
• Special or extraordinary meetings can take the shape of an Annual General Meeting (AGM) or any ordinary meeting of members.
• The Executive Committee or not less than one-third of the members may call a Special General Meeting of the Society.
• Special meetings may be called when the Executive Committee needs the mandate or guidance of the members of the Society to take up issues that require urgent attention that cannot wait until the next regular AGM or ordinary meeting.

Notices of Meetings

• The President of the Society shall convene meetings.  The Secretary must let all Executive Committee members know of the date of the proposed meeting within a reasonable time, but not less than seven days, before it is due to take place.
• However, when convening an AGM, or a SGM, all members of the Society must be informed of the meeting no less than 14 days before such a meeting.
• Notices for all meetings provided for in this constitution must be given to relevant members in writing, either personally, by post or electronic communication or whichever manner it is convenient, to the address or other similar particulars provided by the members.
• The notices for all meetings must indicate the reasons for the meeting and the matters that will be discussed in the meeting.
• For confirmation of delivery, all notices sent to members at the latest known contact details shall be deemed to have been duly served on members, unless it can be proven otherwise.
• All members present in person at any meeting shall be deemed to have received notice of such meeting.

Quorums

• Subject to any express contrary provision contained herein, quorums for all meetings of the Society shall be those present at the meeting.
• However, for the purpose of considering changes to this constitution, or the dissolution of the Society, then a two thirds of the members shall be present in person or by proxy at a meeting to make a quorum before a decision to change the constitution or the dissolution of the Society is taken.
• All meetings of the Society must reach a quorum before they can start.
• For purposes of 4.2, if a quorum is not present within 15 minutes of the appointed time of the meeting, the meeting must be adjourned or postponed to another date, within 14 days thereafter.
• If no quorum is present at the reconvened meeting within 15 minutes of the appointed time, the members present shall be regarded to make up a quorum for that meeting and the meeting will continue as if a quorum is present.

Procedures at Meetings

The Executive Committee may regulate its meetings and proceedings as it deems fit, subject to the following:

• That the President shall chair all meetings of the Society, including that of the Executive Committee;
• That, if the President is not present, the Secretary shall chair such meeting.  In the event both are absent, the Executive Committee members present at the meeting shall elect a chairperson for that meeting.

Making decisions in Meetings

• Where possible, the decisions of the Society shall be taken by consensus.  However, when there is no consensus, then members will discuss options for a while and, if necessary, then call for a vote.
• All votes shall be counted and the majority votes on an issue shall be regarded as the decision of the meeting.
• However, if opposing votes are equal on an issue, then the President has either a second or a deciding vote.
• All members must abide by the majority decision.
• Decisions concerning changes to this constitution, or of dissolution and closing down of the Society, shall only be dealt with in terms of clauses 14 and 15 of this constitution.

Records of Meetings

• Proper minutes and attendance records must be kept for all meetings of the Society.
• The minutes shall be confirmed as a true record of proceedings by the next meeting of the Executive Committee, or of general members meeting, as the case may be, and shall thereafter be signed by the President.
• Minutes shall thereafter be kept safely and always be on hand for members to consult.

12. INCOME AND PROPERTY

• The Society will keep a record of everything it owns.
• The Society may not give any of its money or property to its members or the Executive Committee. The only time it can do this is when it pays for work that a Executive Committee member has done for the Society.  The payment must be a reasonable amount for the work that has been done.
• The Executive Committee or a member of the Society can only get money back from the Society for expenses that she or he has paid for or on behalf of the Society, and for which authorisation has been granted.
• The Executive Committee or members of the Society do not have rights over things that belong to the Society.

13. FINANCES AND REPORTS

Bank Account

The Executive Committee must open a bank account in the name of the Society with a registered Bank.

Signing

Cheques and other documents requiring signature on behalf of the Society shall be signed by at least two persons authorised by the Executive Committee.  Whenever funds are taken out of the bank account, the President and at least one other member of the Executive Committee must sign the withdrawal or cheque.

Financial year-end

The financial year-end of the Society shall be end of February each year.

Financial Report

The Executive Committee must ensure that proper records and books of account which reflect the affairs of the Society are kept, and within six months of its financial year end a report is compiled by an independent registered Accounting Officer stating whether or not the financial statements of the Society are consistent with its accounting policies and practices of the Society.

• The Treasurer is responsible for making sure that the money of the Society is safe and is accounted for.
• The Treasurer must also make regular reports to the Executive Committee on the finances of the Society, which should include all incomes, expenditures and balances that remain according to accounting practices of the Society.
• If the Society has funds that can be invested, the funds may only be invested with registered financial institutions. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, or as shall be amended.  Alternatively the Society can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985 (as amended).  The Society can go to different banks to seek advice on the best way to look after its funds.

14. AMENDMENTS OF THE CONSTITUTION

• The constitution can only be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds of the members who are present, either in person or by proxy, at the annual general meeting or special general meeting.  Members must vote at this meeting to change the constitution.
• For the purpose of considering changes to this constitution, two thirds of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken. Any annual general meeting may vote upon such a motion, if the details of the changes are set out in the notice convening the meeting.
• As provided for in clause 11, written notices must go out not less than 14 days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes to the constitution that will be discussed at the meeting.
• No amendments may be made which would cause the Society to close down or stop to function or die away.

15. DISSOLUTION / CLOSING DOWN

• The Society may dissolve or close down if at least two thirds of the members present, either in person or by proxy, and voting at a meeting convened for the purpose of considering such matter, are in favour of closing down.
• When the Society closes down it has to pay off all its debts. After doing this, if there is property or money left over it should not be paid or given to members of the Society.  It should be given in some way to another non-profit organisation that has similar objectives.  The Society’s general meeting can decide what organisation this should be.