SASQ Operating By-laws

Approved by National President and Board

1.    CONDITIONS

1.1    The term “Boardagreement” does not necessarily infer agreement at a Board meeting; agreement could take place through correspondence or even telephonic conversations with the Executive, providing that the agreement is confirmed by correspondence. The ensuing correspondence must be confirmed at asubsequent meeting of the Board.
1.2    No bylaws shall be in conflict withthe said constitution.
1.3    The headquarters of the Society shall be as determined by Board from time to time. All members shall be informed of any change.
1.4    Only Level 3, 4 and 5 Professional Members whose fees havenot been outstanding for a period longer than three months will be allowed to vote.

2.    Purpose of the society

2.1    The Society is established to represent and promote the QUALITY professional and QUALITY professionalism, as well as to elevate QUALITY capability in Southern Africa, and specifically
2.1.1    to facilitate the exchange of opinions and views on QUALITY and to spreadand promote knowledge of QUALITY to members and the public for the development and use of QUALITY;
2.1.2    to obtain from members and other sources information relating to QUALITY, and to disseminate such information among the public and the Society by means of journals, circulars, publications, lectures, seminars, conferences or otherwise;
2.1.3    toimprove technical and general knowledge and to elevate the professional status of persons engaged in QUALITY;
2.1.4    to provide education and training in order to elevate the level ofQUALITY capability in Southern Africa;
2.1.5    to promote the professional development and advancement of QUALITY;
2.1.6    to encourage community development that enhances the standards and levels of QUALITY for the greater good of the Southern African people;
2.1.7    todo all such other lawful things as are incidental or conducive to the attainment of the above purposes;

3.    Objectives of the society

3.1    To create awareness and knowledge of QUALITY for the benefit of business productivity in industry and commerce
3.2    To promote the theory and practices of QUALITY through recognised training, education and certification
3.3    To provide registration, development and a grading and certification mechanism for QUALITY practitioners and professionals
3.4    To provide guidance for QUALITY curriculum development ofassociated course material at related training and academic institutions
3.5    to provide ample opportunities such as networking, newsletters, and workshops for individual development

4.    SASQ’s Income

4.1    Membership fees
4.2    Advertising space on website
4.3    Sponsorships and donations
4.4    Hosting of conferences
4.5    Hosting of workshops and events
4.6    Industry Tours
4.7    Income from sales of brandedarticles and any related books, journals and magazines of general interest to the membership
4.8    Any other sources of income as approved by Board

5.    INDIVIDUAL MEMBERSHIP

5.1    Fellow (FSASQ)
5.1.1    A Fellow shall have been a member of the Society for at least seven (7) continuous years, and shall satisfy the conditions for qualification as a Level 5 Professional  Member. This person shall also have given exceptional service to the Society or to the QUALITY profession.
5.1.2    Alternatively, a member may be considered for selection to Fellow by submission of an appropriate thesis which is acceptable to Board. Such persons shall nevertheless satisfy the requirements for continuous membership prescribed in par. 6.1.1.
5.1.3    Nominations for Fellow may be proposed by the Board and approved at an AGM.l. The proposal will be accepted by Board on a two-thirds (2/3) majority vote.
5.2    Professional  Member (PMSASQ-1…..5)
5.2.1    Professional membership is offered in 5 levels – from Level 1 to Level 5. (refer to appendix 1 for more details)
5.3    Associate Member (AM SASQ)
5.3.1    An Associate Member shall be a person who has an interest in the QUALITY profession. This also includes those who do not possess the qualifications required for any higher grade of membership. (more details see appendix 1)
5.4    Free  Member
5.4.1    Afree member joins  for the sole purpose of access to information and to participate in SASQ events.
5.5    Professional Consultant (PC SASQ)
5.5.1    A Professional Consultant shall meet the skills, knowledge and competency criteria as setby the ISO 10019/SANS 430 (Guidelines for the selection of QUALITY management system consultants and use of their services). This grade will be awarded specifically to QUALITY, Health & Safety, Environmental, and SHEQ.
5.6    Retired Members (RM SASQ)
5.6.1    Any member who has been an active, paid-up member of the Society for a period of ten (10) years or longer may, if the member so wishes, on retiring from active full-time employment, be recorded on the membership roll of the Society as a “Retired Member”. Note that this is not a membership grade.
5.6.2    Such a member shall retain his membership grade and shallbe entitled to all the rights and privileges of the grade of membership held immediately prior to retirement. The membership fee shall be as determined by Board from time to time.

6.    ASSOCIATE COMPANY MEMBERS

6.1    SASQ-listed organisations and SMEs
6.1.1    These are organisations that are accepted on the principle of providing excellent products and services by upholding the principles of QUALITY. These organisations have the benefit of using the SASQ logo on their promotional material after they are listed onto the SASQ database and website.
6.2    SASQ-listed course providers
6.2.1    A training organisation that is recognised by the Society as delivering professional training in fields related to the Society. Such providers will appear on the SASQ website as recommended service providers and will be able to use the SASQ logo for promotional purposes.

7.    CORPORATE MEMBERS

7.1    SASQ-listed Organisations and SMMEs
7.1.1    These are  organisations that are accepted  on the principle  of providing  excellent products and services  by  upholding  the principles  of  QUALITY. These  organisations  have the  benefit  of  using the SASQ logo on their promotional material after they are listed onto the SASQ database and website.
7.2    SASQ-listed CPD Provider
7.2.1    An organisation such as a training  organisation that is   recognised by the Society as delivering products and services towards professional development. Each activity of the organisation will be CPD evaluated. Such providers will appear on the SASQ website as recommended CPD   organisations and can use the SASQ logo on promotional material and certificates.
7.3    SASQ Supporting Company Member
7.3.1    An organisation that supports and promotes the aims and goals of the Society by assisting with resources such as  venues,  sponsorships, donations etc. Such companies will receive a plaque of appreciation as  well as being  listed on the SASQ website as a supporting  organisation for 12 months after the date of receipt of such resources. This also includes companies that engage in a bulk registration of their professionals.

7.4    Industry Member
7.4.1    This is an industry that acknowledges SASQ’s objectives and assists in driving such objectives within its industry; it should represent at least 10 fully registered members.
7.4.2    Shall participate as a memberof the Board.

8.    APPLICATION FOR AND GRANTING OF MEMBERSHIP

8.1    Every application for any class of membership of the Society, whether or not the applicant is already a member of the Society in a different class, shall be in writing on the prescribed application forms and accompanied by all required documentation.
8.2    Proof of payment of the non-refundable application fee will form part of the submitted documentation.
8.3    Every such application made by an individual or organisationshall be deemed to constitute an undertaking by the applicant that, in the event of admission to membership, he or she will be bound by the bylaws, code of conduct and other rules and regulations of the Society that are in forceor as amended from time to time.
8.4    A sponsor or referee who is a SASQ office bearer or a Senior/Professional member shall support every application for membership. This will include signing the application form and, if necessary, supporting it with a written motivation.
8.5    The powers to accept or to re-grade members, to cancel membership, to elect Fellows and to exercise control over membership of the Society will be vested in the Board, which may delegate its powers to a suitably qualified subcommittee. However, only Board may elect Fellows to the Society.
8.6    The maintenance and renewal of Society membership status will be subject to achieving appropriate and acceptable continuing professional development (CPD) as per the SASQ CPD Policy.
8.7    Once membership is approved, the candidate has to confirm membership and payment of all outstanding fees within fourteen (14) days of notification of acceptance otherwise the application will be cancelled.
8.8    A certificate and a membership card will be issued to successful candidates valid for 12 months.
8.9    A framed certificate will be issued to successful corporate members valid for 12 months.
8.10    Annual membership renewal will include the completing of a renewal form and payment of annual fees.
8.11    The names of all fully paid members will be placed on the SASQ website.
8.12    The Board may, at its absolute discretion and without assigning any reason therefore, refuse to admit any applicant to its membership.
8.13    TERMINATION OF MEMBERSHIP:
8.13.1    Membership shall be terminated when a member’s fees have been outstanding for more than three (3) months.
8.13.2    Membership shall be terminated as a result ofany breach of the SASQ’s code of conduct. A letter shall be sent by the President after approval at a Board meeting of the action to be taken. A member can lodge an appeal with the Technical Vice President within 15 days of the termination.
8.13.3    Re-admission of members shall follow the same procedure as for new members, subject to the Society’s regulations.
8.13.4    Members who wish to appeal against decisions relating to their membership status in the Society may submit their arguments in writing as directed in the SASQ Appeal Procedure.

9.    MANAGEMENT OF THE BUSINESS OF THE SOCIETY

9.1    The business of the Society shall be managed by the Board,which may pay all expenses of, and preliminary and incidental to, the promotion and business of the Society as it deems fit, and may exercise all such power of the Society, and do on behalf of the Society all such acts as may be exercised and done by the Society and as are not by statute or by these presents required to be exercised or done by the society in General Meetings, subject nevertheless to any regulations and provisions of any statutes for the time being in force and affecting the Society, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the society in General Meeting. However, no regulations made by the Society in General Meeting shall invalidate any prior acts of the Board which would have been valid if such regulations had not been made.
9.2    The voting members shall appoint a Management Board of directors at an Annual General Meeting to manage the legal and strategic affairs of the society.
9.3    The Board shall appoint a Management Committee [MANCO] which will meet regularly to discuss and make decisions about the day-to-day business of the Society. This Committee shall consist of at least four  members elected from the ranks of the Board of Directors. To facilitate the conduct of the business of the Society the Board may appoint such committees and subcommittees as it deems necessary, and may delegate to such committees or subcommittees such powers and responsibilities as it considers desirable.
9.4    The board will also decide on the appointment the chairman, the  President, External Auditors and portfolios.
9.5    Each board committee or subcommittee shall be responsible and shall report to one or another of the Directors, as determined by the Board. The Director concerned shall appoint the members and nominate the Chairman or Convenor of each committee or subcommittee, unless this is done by the Board itself. Members of committees or subcommittees need not necessarily be members of the Board.
9.6    The term of office of members of the committees or subcommittees, the maximum and minimum numbers, quorums and any other necessary provisions shall be laid down by the Board from time to time.
9.7    The Board may appoint such permanent or temporary staff as it sees fit to carry out the operations of the Society.
9.8    The duties of the Board include the approval of all operational policies, evaluation criteria for membership grades, continual professional development criteria, as well as ratifying special grades such as the Professional grade, Honorary Fellow, Fellow and Retirement grades.
9.9    The Board will approve all capital expenses and all other expenditures  above R 5000.00..
9.10    Board meetings should take place at least three times a year with 14 working days notice with a proposed agenda in addition, the minutes should be made available to all members within 14 working days after the meeting.
9.11    CHAIRMAN ROLES AND FUNCTION
9.11.1    The chairperson’s primary function is to preside over meetings of directors and to ensure the smooth functioning of the board in the interests of good governance.
9.11.2    Providing overall leadership to the board without the principle of collective responsibility for board decisions;
9.11.3    Actively participating in the selection of board members, as well as overseeing a formal succession plan for the boardand  senior management.
9.11.4    Arranging for new directors appointed to the board to be properly inducted and oriented, and monitoring and evaluating board and director appraisals;
9.11.5    Determining, normally in conjunction with the President  and the company secretary, the formulation of an annual work plan for the board against agreed objectives and goals, as well as playing an active part in setting the agenda for board meetings;
9.11.6    Acting as the main informal link between the board and management, and particularly between the board and the voting members
9.11.7    Maintaining relations with the important stakeholders
9.11.8    Ensuring that all directors play full and constructive role in the affairs of SASQ and taking a lead role in removing non-performing or unsuitable directors from the board;
9.11.9    Ensuring that all the relevant information and facts are placed before the board to enable the directors to reach an informed decision.
9.12    PRESIDENTS ROLE AND FUNCTIONS
9.12.1    To market the society and inform  theBoardof risks and opportunities for SASQand ensure that the SASQ is viable as a society and to its stakeholders. This includes the upkeep of the SASQ website, marketing, communications, newsletters, and CPD opportunities
9.12.2    The President shall not hold office for more than three (3) consecutive years unless extended service is approved by a unanimous vote by Board.
9.12.3    The outgoing President may serve ex-officio on Board for one (1) year.
9.12.3.1    Proposals or other items for discussion at a Board meeting must be in the hands of the Honorary National Secretary at least sixty (60) days prior to the said meeting.
9.12.3.2    Draft copies of the minutes of all Board meetings shall be forwarded to the President for approval within thirty (30) days of such meetings. A copy of the approved minutes shall be forwarded to all Board Members within sixty (60) days of such meetings.
9.12.3.3    The national activities of the Society shall be coordinated by administrative committees formed by nominated representatives from any of the Branches or Specialist Divisions under the leadership of the specific convenor appointed by Board. A convenor may serve for a maximum period of three (3) years but may be reappointed if approved by a unanimous vote of Board.
9.13    OPERATIONS FUNCTIONS
9.13.1    ensures high performance for the registeration of members and fee collection ;
9.13.2    ensures that all quality management systems, accreditation and certification requirements are achieved and maintained by SASQ;
9.13.3    ensures processes and procedures for functions such as communications, marketing and other operations for effective communication;
9.14    FINANCE AND FUNDING FUNCTIONS
9.14.1    Ensure the operation of a  banking system
9.14.2    Ensure thatthere is an accounting system in place
9.14.3    ensures that SASQ is up to date with SARS and that the SASQ always has a current tax certificate in its possession;
9.14.4    ensures  a funding committee and supports SASQ with external funding from donors and from various fund raising projects;
9.14.5    ensuresfinancial reporting to the Board and voting members,
9.15    TECHNICAL FUNCTIONS
9.15.1    Ensure an  evaluations committee and suitable criteria for grading and maintenance of grades of individuals and organisations
9.15.2    ensures the maintenance of the SASQ code of conduct
9.15.3    addresses complaints and any disciplinary action with regard to its members.
9.15.4    ensures that all SASQ stakeholders (members and organisations) receive a reasonable CPD benefits package by identifying these opportunities and implementing them after approval by Board..

10.    Membership of the BOARD

10.1    The Board shall be made up of members voted in at an AGM.
10.2    The Board may co-opt any person to membership of the Board. Co-opted members shall hold office for such periods not extending beyond the next Annual General Meeting and upon such conditions as the Board may determine. Co-opted members shall have full voting rights at meetings of the Board.
10.3    The Board will also consist of industrial representatives who are co-opted to provide guidance to the Board. These representatives are defined as those persons setting QUALITY management criteria for all QUALITY practitioners employed in a specific industry. The industry will also register with the SASQ as an industry that supports the SASQ’s objectives. The Industry may nominate the representative to be considered as a Director at an Annual General Meeting.
10.4    All directorsbe elected for a maximum period of three years, with Annual General Meetings being held to replace those who want to leave and to fill vacancies. All officials can make themselves available for election after their terms have expired. The board should ensure that there are at least two new directors elected at the AGM.
10.5    A Board member can be removed from Boardby agreement of the majority of the other Boardmembers on the basis of
10.5.1    non-performance;
10.5.2    absence at two consecutive meetings;
10.5.3    actions in conflict with the aims and objectives of the SASQ;
10.5.4    themember being declared insane or of unsound mind;
10.5.5    themember being declared insolvent or financially blacklisted;
10.5.6    themember no longer meeting the requirements of a director as determined by the South African Companies Act.

11.    The Board

11.1    The Board of Directors shall consist of at least five to twelve directors.
11.2    No person who is disqualified in terms of the Companies Act to be a Director shall underany circumstances be eligible to hold office as a Director of the Society.
11.3    The office of Director shall be vacated if the Director
11.3.1    ceases to be a Director or becomes prohibited from being a Director by virtue of any provision of the Act; or
11.3.2    resigns his office by notice in writing to the National Office of the Society; or
11.3.3    isfor more than six (6) months absent without permission of the Directors from meetings of Directors held during that period; or
11.3.4    is directly or indirectly interested in any contract or proposed contract with the Society and fails to declare his interest and the nature thereof in the manner required by the Act; or
11.3.5    is removed from office by a resolution either of the National Board or by the committee of the Branch he represents.

12.    Powers and Duties of Directors

12.1    The Executive Board shall act with the advice of the Board and its committees to
12.1.1    define strategy and business plans for SASQ
12.1.2    develop appropriate governance policies
12.1.3    identify, discuss and approve those measures necessary to ensure the professional, technical and financial future of the Society.
12.1.4    ensure that SASQ complies with all South Africa’s relevant laws and regulations and the requirements of the Companies Act.Develop policies, plans and forecasts, and ensure the provision of adequate resources to achieve the SASQ’s objectives and monitor performance against them
12.1.5    ensure the financial strength and good performance of the society
12.1.6    approve the annual report and accounts of the Society
12.1.7    identify and manage all risks to the society
12.2    The President shall normally chair board meetings or alternatively the President may request the other directors to elect a chair and vice chair.
12.3    The Directors shall meet at least twice per annum at venues, dates and times determined by themselves, with a notice period of at least 30 days, and agenda and information distributed within 14 days of the meeting.
12.4    A special Board meeting can be requested by the President, or 50% of the Directors or 50% of the Board with a notice period of at least 20 days with specific agenda items.
12.5    Directorsshall nominate a proxy when leaving the Republic of South Africa. Such proxy must be forwarded to the President and the Chair.
12.6    Decisions arising at any meeting of Directors shall be decided by a majority of votes. Every director present in person, or represented by his alternate, shall have voting rights.  The President shall not have a normal vote but only a casting vote.
12.7    The Chairman, or in his absence the Deputy Chairman, shall be entitled to preside over all meetings of Directors.  If no Chairman of Deputy Chairman is elected, or if at any meeting neither is within fifteen minutes of the time appointed of holding the same, present or willing to act as Chairman thereof, the Directors present shall choose one of their number to be Acting Chairman of such meeting. Such Acting Chairman shall retain his vote as Director but shall have no casting vote.
12.8    Subject to the provisions of the Act, a resolution in writing signed by all Directors shall be as valid and effectual as if it had been passed at a meeting of the directors dully convened and held.
12.9    Each director may serve on the board for a maximum of three consecutive years. The director may stand for election thereafter; however, there must be at least two new members elected at every Annual General Meeting.
12.10    Directors shall vacate the board at the end of their term as follows:
12.10.1    Vacating voluntarily
12.10.2    If their term of office is three years in succession
12.10.3    Poor performance as agreed by the rest of the directors
12.10.4    Secret ballot
12.11    The continuing Directors may act notwithstanding any vacancy on their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of convening a National Board Meeting, as the case may be, but for no other purpose.
12.12    The Directors may delegate any of their powers to committees or boards consisting of such member or members of their body as they think fit. Any committee so formed shall, in the exercise of the so delegated conform to any rules that may be imposed on it by the Directors.
12.13    All acts done by any meeting of the Directors or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or persons acting as aforesaid or that they or any of them were disqualified, be as valid as if every person had been duly appointed and were qualified to be a Director.
12.14    An external auditor to assist the Directors in financial matters shall be appointed at the Annual General Meeting of the Society.
12.15    The Directors, on behalf of the Society, are entitled to
12.15.1    purchase or acquire in any way land, shares, debentures and every other kind or description of movable and immovable property;
12.15.2    manage, insure, sell, lease, mortgage, dispose of , give in exchange, work, develop, build on, improve, turn to account or in any way otherwise deal with its undertaking or all or any part of its property and assets;
12.15.3    apply for, purchase or by any other means acquire, protect, prolong and renew any patents, patent rights, licences, trademarks, concessions or other rights and to deal with and alienate them as provided in paragraph 9.8.2 of the Act;
12.15.4    secure the payment of moneys borrowed in any manner including the mortgaging and pledging of property and, without detracting from the generality thereof, in particular by the issue of any kind of debenture or debenture stock, with or without security;
12.15.5    lend money to any person or company in order to advance the aims of the Society;
12.15.6    invest money in any manner;
12.15.7    open and operate banking accounts and to overdraw such accounts;
12.15.8    make, draw, issue, execute, accept, endorse and discount promissory notes, bills of exchange and any other kind of negotiable or transferable instruments;
12.15.9    enter into indemnities, guarantees and sureties and to secure payment thereofin any way;
12.15.10    form and have any interest in any similar company or companies for the purpose of acquiring the undertaking of all or any part of the assets or liabilities of the Society or for any other purpose which may seem, directly or indirectly, calculated to benefit the Society and to transfer to any such company or companies the undertaking of all or any of the assets or liabilities of the Society;
12.15.11    amalgamate with other similar companies;
12.15.12    take part in the management, supervision and control of the business or operations of any other similar company and to enter into partnerships;
12.15.13    remunerate any person or persons for services rendered in is formation or in the development and/or administration of its business;
12.15.14    make donations, except to its members;
12.15.15    undertake and execute any trust;
12.15.16    act as principals, agents, contractors and trustees;
12.15.17    appoint or dismiss such staff as is deemed necessary for achieving the objectives of the Society and to determine the remuneration and allowances of such staff members;
12.15.18    pay gratuities and pensions and establish pension schemes;
12.15.19    embark upon any lawful fund-raising scheme, within South Africa or elsewhere;
12.15.20    delegate its powers with respect to any special matter or matters, or any special aspect or aspects of its business to an Executive Committee appointed by it from its own ranks, or to any other standing or ad hoc committee or committees;
12.15.21    periodically fix, vary, collect or waive membership fees for each of the levels of membership; and
12.15.22    do all things necessary or ancillary to the achievement of the objectives of the Society.

 

13.    Remuneration, Travelling and other expenses of Directors

13.1    The reasonable remuneration of the Directors in return for any services actually rendered to the Society may from time to time be determined by the Society at the National Board Meeting.
13.2    The Directors may be paid all travelling and other expenses properly and necessarily expended by them in and about the business of the Society, and if any Director shall be required to perform extra services or shall be otherwise specially occupied about the Society’s business, he may be entitled to receive expenses to be fixed by the Directors.
14.    FINANCE
14.1    Handling and disposition of any monies belonging to the Society shall be in accordance with the approved financial procedures of the Society.
14.2    The financial year of the Society shall be from I January to 31 December.
14.3    All monies received by the Society shall be deposited in a banking account to the best possible advantage of the Society.
14.4    All payments on behalf of the Society or a Branch or Specialist Division shall be made electronically after being approved by the authorised persons.
14.5    Board shall nominate authorised signatories who may sign on behalf of Board.

15.    SASQ REPRESENTATIVES

15.1    A SASQ representative is a member authorised by the Technical Head to represent SASQ on other forums and bodies for the benefit and promotion of SASQ’s objectives.
15.2    The authorisation will be subject to a written report of every meeting attended and items that were discussed that can/may impact on SASQ’s objectives.
15.3    A report for presentation at the Annual General Meeting National AGM indicating the benefits to the SASQ of the representation.
15.4    The Technical Head t can withdraw the authorisation if the Board feels at any stage that the representation is of no value to the SASQ or if the representative is not fulfilling the duties associated with the representation.

16.    SASQ’s ASSETS

16.1    All assets shall be under the control of the Board of Directors
16.2    The full database of members shall be under the control of the president and the administrator. The administrator shall not manipulate, destroy or distribute the database without consent from the president.
16.3    All bulk email correspondence must list the members on the BCC panel.
16.4    The website will be administered in terms SASQ’s website policy.
The use of SASQ logos will be administered in terms ofSASQ’s logo policy.
16.5    The quality manual will reside on the website.
16.6    All storage of SASQ documents will be managed by the OPERATIONS FUNCTIONS..

17.    Proceedings at National Board Meetings and Regional Branch Meetings

17.1    Notice of meetings
17.1.1    Is the responsibility of the Chairman of the Board
17.1.2    No fewer than 21 (twenty one) clear days’ notice shall be given of all general meetings in the manner hereinafter determined.
17.1.3    Notice shall be given to all SASQ stakeholders
17.1.4    The period of the notice shall be exclusive of the day on which it is served or deemed to be served; and the day on which the meeting is to be held.
17.1.5    The notice shall specify the place, day and time of the meeting and, in the case of special business, the nature of such business.
17.1.6    The accidental failure to give notice of a meeting or the failure to receive a notice by any person entitled thereto, or the late receipt thereof, shall not invalidate the proceedings at that meeting.
17.2    The quorum for a Board Meeting is a minimum of ten voting members or 5% of the registered voting membership, whichever is the greater.
17.3    If within half an hour after the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members shall be dissolved; in any other case it shall stand adjourned to a day not earlier than seven (7) days and not later than twenty one (21) days after the date of the meeting and if at a such adjourned meeting a quorum is not present at the time appointed for the meeting, the members present in person or by proxy shall be deemed a quorum.
17.4    Where a meeting has been adjourned as stated previously, the Society shall, upon a date not later than three (3) days after the adjournment send a written notice to each Director, Branch Chairman or member stating:
17.4.1    the date, time and place to which the meeting has been adjourned
17.4.2    the matter before the meeting when it was adjourned; and
17.4.3    the ground for adjournment
17.5    The Chairman shall preside at every General Meeting except when they have nominated an alternative in writing.
17.6    If there is no such Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act as Chairman, the Directors or members present shall elect one of their number to act as Chairman.
17.7    The Chairman may, with the consent of any meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. When a meeting is adjourned, the provisions of Articles 13.5.2 and 13.5.3 shall “mutates mutandis” apply to such adjournment.
17.8    In the case of an equality of votes the Chairman of the meeting shall be entitled to a casting vote.
17.9    The Annual General Meeting shall deal with and dispose of all matters prescribed by the Act, including the receipt and consideration of the annual financial statements of the association for the previous financial year, the election of Board members, the appointment and remuneration of an auditor, the receipt and consideration of the annual report of the Board for the previous financial year, the receipt and approval of the annual business plan and budget of the association for the ensuing financial year, and may deal with any other business laid before it. The chairperson of the meeting shall be informed of all such other business at least 7 (seven) days before the date of the meeting. All business laid before any other general meeting shall be deemed special business.
17.10    Votes of Members
17.10.1    Every paid up Level 5, 4 and 3 r present in person shall have one vote
17.10.2    Voting shall be by a show of hands. If requested by any Director or Corporate Member present at the meeting or arranged by the Branch committee, voting may be by ballot. Any motion calling for the passing of a special resolution shall be determined by ballot.
17.11    Proxies
17.11.1    The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing. The holder of a general or special power of attorney, given by a Corporate Member, shall be entitled to attend meetings and to vote, if duly authorised under the power to attend and take part in the meetings. The instrument appointing a proxy and the power of attorney or other authority shall be deposited at the registered office of the Society not less than forty-eight (48) hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default of complying herewith the instrument of proxy shall not be valid, and no such proxy shall be used at the original meeting.
17.11.2    A proxy shall lapse on conclusion of the meeting or the adjourned meeting for which it was given.

18.    AMENDMENT OF BYLAWS

18.1    Any proposed amendments to these Bylaws shall be decided upon by a simple majority vote of all Board members who have voting rights. Such amendments shall be brought to the notice of all members of the Society within a period of sixty (60) days of such amendments becoming operative.