SAIF

Southern Africa Institute of Fundraising
Constitution: Sections 15-26

15. SUB-COMMITTEES

The Council may appoint from amongst its members such sub-committees as in its discretion it considers necessary or expedient and may co-opt other persons to such sub-committees in an advisory capacity for any purpose which it considers to be in the best interest of the Institute. The Council may delegate any of its powers to such sub-committees consisting of such numbers of members as it thinks fit and any sub-committee so formed shall in the exercise of its power so delegated conform to any regulations that may be imposed upon it by the Council.

16. STANDING COMMITTEES

The Council may from time to time in the manner and for the purposes hereinafter provided appoint Standing Committees to be know as the Membership Committee, Publicity Committee, Programme Committee, Ethics Committee and Nominations Committee.

16.1 Membership Committee

16.1.1     The Membership Committee shall consist of not fewer than three members of the Institute. The Membership Committee shall consider the application and qualifications of each applicant for membership of the Institute and shall decide that the applicant be admitted or be not admitted to membership. A majority vote of the Membership Committee shall be binding on the entire Committee. However, upon application to the Council by two or more members of the Membership Committee the Council shall review and then approve or set aside the decision of the majority of the Membership Committee with respect to any applicant for membership.

6.1.2 The Membership Committee working as is deemed expedient in conjunction with the Publicity Committee shall also endeavour to promote membership of the Institute and of its branches of persons having the qualifications essential to such membership in terms of these Rules including the Constitution and Rules of the Branch and to this end shall maintain liaison with the respective Branch Membership Committees.

16.2 Publicity Committees:

The Publicity Committee shall consist of not fewer than three members of the Institute. The Publicity Committee shall develop and carry out a programme of publicity and public relations consistent with the aims and purposes of the Institute

16.3 Program Committee

The Programme Committee shall consist of not fewer than three members of the Institute. It shall develop educational programmes and materials consistent with the aims and purposes of the Institute and for the benefit of its membership and to this end shall maintain liaison with the respective Programme Committees of the Branches.

16.4 Ethics Committee

The Ethics Committee shall consist of not fewer than five members of the Institute. This Committee shall out of its considerations from time to time make such recommendation to the Council in respect of the Code of Professional Ethics as it deems fit and shall upon call by the Council review any alleged violation of such Code and make appropriate submissions to the Council.

16.5 Nominations Committee

16.5.1     Not less than 42 days prior to the Annual General Meeting the Nominations Committee shall call for nominations for election to Council of members-at-large and in doing so shall notify members of the names of those currently appointed to represent Branches on the Council the names of Council Members due to retire under the provisions of these Rules with an indication of those who seek re-election and the names of those Council members not presently subject to retirement in terms of these Rules.

16.5.2 The Nominations Committee shall take note of nominations as they are received or indicated as forthcoming in respect of pending vacancies on the Council to be filled from members-at-large ascertain whether nominations received are in accordance with these Rules and take such action consistent with these Rules as is necessary or expedient to ensure that nominations as required are available for purposes of the ballot as provided in Rule 24.

16.6 General

16.6.1     The members of the Standing Committee shall be appointed each year by the President with the approval of a majority of the duly elected members of the Council.

16.6.2 Standing Committees shall in the exercise of the duties assigned to them by these Rules conform to such regulations imposed on them by the Council as the Council thinks fit to the purpose that the Council be kept properly informed of the proceedings of such Standing Committees.

16.6.3 All acts done by any meeting of the Council or of a Committee or by any person acting in good faith as a member of the Council shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such members acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of the Council or Committee.

17 CODE OF PROFESSIONAL ETHICS

17.1 As though it were part of these Rules a Code of Professional Ethics shall be promulgated by the Institute and amendments to such Code shall be by written referendum or by vote of members at an Annual Meeting as provided for amendments to these Rules.

17.2 Every member of the Institute shall be bound to accept and in the execution of his professional fundraising activities abide by the standard of practice and conduct expressed in the aforementioned Code of Professional Ethics.

18 RECORD OF PROCEEDINGS

The Council shall cause minutes to be made in books provided for the purpose.

18.1 of all appointments of officers made by the Council;

18.2 of the names of the members of the Council present at each meeting of the Council and of any Committee thereof; and

18.3 of all resolutions and proceedings at all meetings of the Institute and of the Council and of Committees set up under these Rules.

19 ACCOUNTS AND FINANCES

19.1 The Council shall cause proper accounts to be kept in respect of:

19.1.1 all sums of money received by the Institute and the matter in respect of which the receipt occurred;

19.1.2 all sums of money expended by the Institute and the matter in respect of which the expenditure was incurred;

19.1.3 all sales and purchases of goods and services by the Institute; and

19.1.4 the assets and liabilities of the Institute.

19.2 The accounts shall be kept at the office of the Institute or at such other place or places as the Council thinks fit and shall always be open to the inspection of any Council member.

19.3 The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts books and other records of the Institute or any of them shall be open to the inspection of members not being members of the Council and no member not being a member of the Council shall have any right of inspecting any account book or document or other record of the Institute except as authorised by the Council or by the Members of the Institute at an Annual Meeting or a Special Meeting.

19.4 All moneys shall be banked in an account or accounts in the name of the Institute in such bank or banks as the Council may appoint.

19.5 The Council may authorise as it may deem fit the conduct of such bank accounts and determine who shall sign and endorse cheques and other banking instruments.

19.6 The Council may authorise as it may deem fit the conduct of bank accounts by Branches of the Institute.

19.7 If authorised by Council, Council members may be paid their reasonable travelling and accommodation expenses necessarily incurred in direct consequences of their attendance at duly convened meetings of the Council and in the execution of their duties as members of Council.

19.8 The Council shall have power to borrow money from a bank on a temporary unsecured basis in order to meet current expenditure pending receipt of funds in sight.

19.9 The legal ownership of all property effects and assets of the Institute shall be vested in the Council who shall hold the same in trust for the benefit of members.

19.10 An Auditor who shall not be a member of the Council shall be appointed at each Annual Meeting of the Institute to remain in office until the following Annual Meeting. The Auditors so appointed shall have power to call at an time for the production of all books papers accounts and other documents relating to the affairs of the Institute. The financial statements of the Institute shall be audited and certified by the Auditor before being submitted to members at the Annual Meeting.

19.11 Notwithstanding the foregoing the members of the Institute may at the Annual Meeting or at a Special Meeting appoint a qualified accountant or firm of qualified accountants to be Auditors for the ensuing year at a remuneration to be determined by the Meeting.

19.12 Any casual vacancy in the office of Auditor may be filled by the Council.

20 DUES

Any fee in respect of admission to membership and the regular annual dues of members shall be as determined from time to time by the Council and shall be additional to annual or other dues payable in respect of membership of any Branch of the Institute which dues payable to Branches shall be determined subject to the approval of the Council.

21 STAFF

The Council shall have power to employ such staff as from time to time it may deem necessary or expedient and shall have full power of control over the staff as such of the Institute including the power to dispense with the service of any member of the staff.

22 BRANCHES

22.1 The Council will promote the formation of branches of the Institute.

22.2 The Council shall prescribe the geographical or other limits of the area or constituency from which members of a Branch shall be drawn, from time to time.

22.3 A Branch shall conduct its affairs and programmes in accordance with the Constitution and Rules of the Branch as prescribed by the Council from time to time.

22.4 Ten or more members of the Institute may petition the Council for authorisation to form a Branch.

22.5 Subject to these Rules and the Constitution and Rules of a Branch the Council shall have power to define the powers and responsibilities of and otherwise exercise control over Branches of the Institute.

22.6 A Branch shall cease to be a Branch of the Institute at any time that the Council in its discretion withdraws the authority upon which the Branch was established and functioned as such.

23 RESIGNATION AND EXPULSION OF MEMBERS

23.1 If a charge is made in writing by a member or members of the Institute to the Council that a member has violated or refused or neglected to observe the Code of Professional Ethics promulgated by the Institute for its members or has been guilty of or party to conduct which may be contrary to the Constitution and may be likely to injure or discredit or hinder the work or purposes of the Institute.

23.1.1 The members shall place before the Council all information and evidence upon which they intend to rely in bringing the charge.

23.1.2 The Council may dismiss or reject the charge and take no further action.

23.1.3 The Council may appoint a time and place for the hearing of the charge and give written notice of the hearing and a written copy of the charge to the member and call upon him to answer the charge and to state his case and give evidence in writing or to attend the hearing to present his defence, as he may decide.

23.2 At the commencement of a hearing the court shall again advise the member charged that he may state his case and give evidence and that he has the right to call evidence on his own behalf and may examine and cross-examine all witnesses at the hearing.

23.3 If the Council is then of the opinion that the charge is sustained in whole or in part, or if the member charged has notwithstanding due notice failed to state his case and give evidence, the Council shall do any one or more of the following:

23.3.1 reprimand and caution the member that repetition or continuance of the offending conduct will bring further disciplinary action;

23.3.2 place the member on probation for a period not exceeding six months;

23.3.3 suspend the member and deprive him of voting rights and such other benefits of membership as the Council may in its discretion prescribe, for a period not exceeding six months;

23.3.4 call upon the member to resign; or

23.3.5 expel the member and remove his name from the roll of members.

23.4 A member appearing at a disciplinary hearing shall not be entitled to legal or other assistance.

23.5 Should a charge be brought against any member of the Council such member shall not be entitled to sit as such at any meeting where the charge is discussed or heard.

23.6 If the Council decides to call for the resignation or expulsion of a member, the member may within 30 days of receiving notice of the Council's decision appeal by writing delivered to the Secretary, to a Special Meeting of the Institute. The Special Meeting shall be held as soon as reasonably possible and shall consider the written grounds of appeal and if not less than three-fifths of those present and voting disapprove of the call upon the member to resign or of the expulsion of the member the member shall be reinstated.

23.7 A member whose resignation has been called for or who has been expelled from membership in pursuance of the foregoing provisions shall not be eligible for renomination to membership until the expiry of twelve months from the date of such resignation or expulsion.

23.8 For the purposes of this clause voting by the Council and by the Special Meeting respectively shall be by ballot.

23.9 A member may resign from the Institute at any time by sending his resignation in writing to the Secretary.

23.10 The expulsion or a resignation of a member whosoever occasioned shall not be a release from antecedent liability to the Institute nor shall expulsion or resignation entitle a member to any refund of membership dues or other fees previously paid by the member to the Institute.

24 AMENDMENTS TO THE CONSTITUTION AND RULES

24.1 This Constitution may be amended by written agreement or by vote of members at an Annual Meeting subject to the approval of the Commissioner for Inland Revenue.

24.2 The Council may submit proposed amendments either by written referendum or to the Annual Meeting. Fifteen members of the Institute may propose amendments in writing delivered to the Secretary not less than thirty days prior to the Annual Meeting or to the date of referendum as the case may be.

24.3 The affirmative vote of two-thirds of the ballots cast in the referendum or of two-thirds of the members voting at an Annual Meeting shall be required to pass the proposed amendment.

25 INTERPRETATION OF CONSTITUTION AND RULES

In the event of any difference of opinion as to the interpretation of any provision in this Constitution or if decision is required on any matter not specially provided for the matter shall be referred to the Council and its decision shall be conclusive and binding on all members of the Institute unless and until the same shall be overruled by a Special Meeting of members.

26 DISSOLUTION

26.1 Two-thirds of members present and voting in person or by proxy at a Special Meeting of members convened for the purpose may resolve that the Institute be dissolved as from the date to be specified in such resolution and may direct the method of disposing of the assets and property of the Institute. If the resolution is confirmed not less than thirty days later at a subsequent Special Meeting called for the purpose the Institute shall be dissolved.

26.2 If upon dissolution the Institute has any assets after satisfying all its liabilities the remaining assets shall be transferred to another organisation with objectives similar to those of the Institute.

ADOPTED on 12 NOVEMBER 1987 by the Foundation Members

SPONSORING ORGANISATION represented by: Foundation Members

1. Boys' Towns of S A Mr J Araujo

2. Methodist Church of S A Mr J Rees

3. Response Group (Pty) Ltd Mr T Murray

4. Salvation Army S A Capt T Tuck

5. World Vision of S A Mr D Cuthbert

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16.1	Membership Committee
16.1.1		The Membership Committee shall consist of not fewer than three members of the Institute. The Membership Committee shall consider the application and qualifications of each applicant for membership of the Institute and shall decide that the applicant be admitted or be not admitted to membership. A majority vote of the Membership Committee shall be binding on the entire Committee. However, upon application to the Council by two or more members of the Membership Committee the Council shall review and then approve or set aside the decision of the majority of the Membership Committee with respect to any applicant for membership.
6.1.2		The Membership Committee working as is deemed expedient in conjunction with the Publicity Committee shall also endeavour to promote membership of the Institute and of its branches of persons having the qualifications essential to such membership in terms of these Rules including the Constitution and Rules of the Branch and to this end shall maintain liaison with the respective Branch Membership Committees.

16.2	Publicity Committees:
	The Publicity Committee shall consist of not fewer than three members of the Institute. The Publicity Committee shall develop and carry out a programme of publicity and public relations consistent with the aims and purposes of the Institute
16.3	Program Committee
	The Programme Committee shall consist of not fewer than three members of the Institute. It shall develop educational programmes and materials consistent with the aims and purposes of the Institute and for the benefit of its membership and to this end shall maintain liaison with the respective Programme Committees of the Branches.
16.4	Ethics Committee
	The Ethics Committee shall consist of not fewer than five members of the Institute. This Committee shall out of its considerations from time to time make such recommendation to the Council in respect of the Code of Professional Ethics as it deems fit and shall upon call by the Council review any alleged violation of such Code and make appropriate submissions to the Council.

16.5	Nominations Committee
16.5.1		Not less than 42 days prior to the Annual General Meeting the Nominations Committee shall call for nominations for election to Council of members-at-large and in doing so shall notify members of the names of those currently appointed to represent Branches on the Council the names of Council Members due to retire under the provisions of these Rules with an indication of those who seek re-election and the names of those Council members not presently subject to retirement in terms of these Rules.
16.5.2		The Nominations Committee shall take note of nominations as they are received or indicated as forthcoming in respect of pending vacancies on the Council to be filled from members-at-large ascertain whether nominations received are in accordance with these Rules and take such action consistent with these Rules as is necessary or expedient to ensure that nominations as required are available for purposes of the ballot as provided in Rule 24.

16.6	General
16.6.1		The members of the Standing Committee shall be appointed each year by the President with the approval of a majority of the duly elected members of the Council.
16.6.2		Standing Committees shall in the exercise of the duties assigned to them by these Rules conform to such regulations imposed on them by the Council as the Council thinks fit to the purpose that the Council be kept properly informed of the proceedings of such Standing Committees.
16.6.3		All acts done by any meeting of the Council or of a Committee or by any person acting in good faith as a member of the Council shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such members acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of the Council or Committee.

17.1	As though it were part of these Rules a Code of Professional Ethics shall be promulgated by the Institute and amendments to such Code shall be by written referendum or by vote of members at an Annual Meeting as provided for amendments to these Rules.
17.2	Every member of the Institute shall be bound to accept and in the execution of his professional fundraising activities abide by the standard of practice and conduct expressed in the aforementioned Code of Professional Ethics.

18.1	of all appointments of officers made by the Council;
18.2	of the names of the members of the Council present at each meeting of the Council and of any Committee thereof; and
18.3	of all resolutions and proceedings at all meetings of the Institute and of the Council and of Committees set up under these Rules.

19.1.1		all sums of money received by the Institute and the matter in respect of which the receipt occurred;
19.1.2		all sums of money expended by the Institute and the matter in respect of which the expenditure was incurred;
19.1.3		all sales and purchases of goods and services by the Institute; and
19.1.4		the assets and liabilities of the Institute.

19.2	The accounts shall be kept at the office of the Institute or at such other place or places as the Council thinks fit and shall always be open to the inspection of any Council member.
19.3	The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts books and other records of the Institute or any of them shall be open to the inspection of members not being members of the Council and no member not being a member of the Council shall have any right of inspecting any account book or document or other record of the Institute except as authorised by the Council or by the Members of the Institute at an Annual Meeting or a Special Meeting.
19.4	All moneys shall be banked in an account or accounts in the name of the Institute in such bank or banks as the Council may appoint.
19.5	The Council may authorise as it may deem fit the conduct of such bank accounts and determine who shall sign and endorse cheques and other banking instruments.
19.6	The Council may authorise as it may deem fit the conduct of bank accounts by Branches of the Institute.
19.7	If authorised by Council, Council members may be paid their reasonable travelling and accommodation expenses necessarily incurred in direct consequences of their attendance at duly convened meetings of the Council and in the execution of their duties as members of Council.
19.8	The Council shall have power to borrow money from a bank on a temporary unsecured basis in order to meet current expenditure pending receipt of funds in sight.
19.9	The legal ownership of all property effects and assets of the Institute shall be vested in the Council who shall hold the same in trust for the benefit of members.
19.10	An Auditor who shall not be a member of the Council shall be appointed at each Annual Meeting of the Institute to remain in office until the following Annual Meeting. The Auditors so appointed shall have power to call at an time for the production of all books papers accounts and other documents relating to the affairs of the Institute. The financial statements of the Institute shall be audited and certified by the Auditor before being submitted to members at the Annual Meeting.
19.11	Notwithstanding the foregoing the members of the Institute may at the Annual Meeting or at a Special Meeting appoint a qualified accountant or firm of qualified accountants to be Auditors for the ensuing year at a remuneration to be determined by the Meeting.
19.12	Any casual vacancy in the office of Auditor may be filled by the Council.

22.1	The Council will promote the formation of branches of the Institute.
22.2	The Council shall prescribe the geographical or other limits of the area or constituency from which members of a Branch shall be drawn, from time to time.
22.3	A Branch shall conduct its affairs and programmes in accordance with the Constitution and Rules of the Branch as prescribed by the Council from time to time.
22.4	Ten or more members of the Institute may petition the Council for authorisation to form a Branch.
22.5	Subject to these Rules and the Constitution and Rules of a Branch the Council shall have power to define the powers and responsibilities of and otherwise exercise control over Branches of the Institute.
22.6	A Branch shall cease to be a Branch of the Institute at any time that the Council in its discretion withdraws the authority upon which the Branch was established and functioned as such.

23.1	If a charge is made in writing by a member or members of the Institute to the Council that a member has violated or refused or neglected to observe the Code of Professional Ethics promulgated by the Institute for its members or has been guilty of or party to conduct which may be contrary to the Constitution and may be likely to injure or discredit or hinder the work or purposes of the Institute.
23.1.1		The members shall place before the Council all information and evidence upon which they intend to rely in bringing the charge.
23.1.2		The Council may dismiss or reject the charge and take no further action.
23.1.3		The Council may appoint a time and place for the hearing of the charge and give written notice of the hearing and a written copy of the charge to the member and call upon him to answer the charge and to state his case and give evidence in writing or to attend the hearing to present his defence, as he may decide.
23.2	At the commencement of a hearing the court shall again advise the member charged that he may state his case and give evidence and that he has the right to call evidence on his own behalf and may examine and cross-examine all witnesses at the hearing.
23.3	If the Council is then of the opinion that the charge is sustained in whole or in part, or if the member charged has notwithstanding due notice failed to state his case and give evidence, the Council shall do any one or more of the following:
23.3.1		reprimand and caution the member that repetition or continuance of the offending conduct will bring further disciplinary action;
23.3.2		place the member on probation for a period not exceeding six months;
23.3.3		suspend the member and deprive him of voting rights and such other benefits of membership as the Council may in its discretion prescribe, for a period not exceeding six months;
23.3.4		call upon the member to resign; or
23.3.5		expel the member and remove his name from the roll of members.

23.4	A member appearing at a disciplinary hearing shall not be entitled to legal or other assistance.
23.5	Should a charge be brought against any member of the Council such member shall not be entitled to sit as such at any meeting where the charge is discussed or heard.
23.6	If the Council decides to call for the resignation or expulsion of a member, the member may within 30 days of receiving notice of the Council's decision appeal by writing delivered to the Secretary, to a Special Meeting of the Institute. The Special Meeting shall be held as soon as reasonably possible and shall consider the written grounds of appeal and if not less than three-fifths of those present and voting disapprove of the call upon the member to resign or of the expulsion of the member the member shall be reinstated.
23.7	A member whose resignation has been called for or who has been expelled from membership in pursuance of the foregoing provisions shall not be eligible for renomination to membership until the expiry of twelve months from the date of such resignation or expulsion.
23.8	For the purposes of this clause voting by the Council and by the Special Meeting respectively shall be by ballot.
23.9	A member may resign from the Institute at any time by sending his resignation in writing to the Secretary.
23.10	The expulsion or a resignation of a member whosoever occasioned shall not be a release from antecedent liability to the Institute nor shall expulsion or resignation entitle a member to any refund of membership dues or other fees previously paid by the member to the Institute.

24.1	This Constitution may be amended by written agreement or by vote of members at an Annual Meeting subject to the approval of the Commissioner for Inland Revenue.
24.2	The Council may submit proposed amendments either by written referendum or to the Annual Meeting. Fifteen members of the Institute may propose amendments in writing delivered to the Secretary not less than thirty days prior to the Annual Meeting or to the date of referendum as the case may be.
24.3	The affirmative vote of two-thirds of the ballots cast in the referendum or of two-thirds of the members voting at an Annual Meeting shall be required to pass the proposed amendment.

SPONSORING ORGANISATION	represented by:	Foundation Members
1. Boys' Towns of S A		Mr J Araujo
2. Methodist Church of S A		Mr J Rees
3. Response Group (Pty) Ltd		Mr T Murray
4. Salvation Army S A		Capt T Tuck
5. World Vision of S A		Mr D Cuthbert

SAIF

Southern Africa Institute of Fundraising Constitution: Sections 15-26

Southern Africa Institute of Fundraising
Constitution: Sections 15-26