9
POWERS AND DUTIES OF THE BOARD
9.1
The Board shall, subject to the terms of this Constitution and subject further to the directives of the general meetings as given from time to time, have the power to take all such actions it deems necessary or advisable in the interests of the Society and for the advancement and attainment of the Society’s objectives. In particular, the Board shall have the power to:
a)
appoint, dismiss or suspend such attorneys, or other legal representatives, auditors, agents, officials or other employees, for or from permanent, temporary or special services as it may deem fit; to determine their powers and duties; to fix their remuneration and conditions of service; and to require such security for the due performance of their functions, as it may deem expedient;
b)
institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or against any of its office bearers or officials or other employees in connection with the affairs of the Society; and to compound or allow, or ask for time for payment or satisfaction of any debts due to or any claim or demand by or against the Society;
c)
open one or more banking accounts in the name of the Society, and to draw, accept, endorse, make or execute any bill of exchange, promissory note, cheque, credit card or electronic funds transfer in connection with the conduct of the affairs of the Society;
d)
invest, or in any other manner deal with any moneys not immediately required for purposes of the Society, upon such securities and on such terms as it may deem fit and, from time to time, to change or realise any such investments, provided that funds available for investment may only be invested with registered financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985);
e)
lend or borrow money for the purposes of the Society upon security as determined by it; to enter into indemnities, guarantees and sureties and to secure payment there under in any way; to make donations; to undertake and execute any trust; to secure the payment of monies 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;
f)
purchase, hire, take on lease or acquire for the purpose of the Society, buildings, land, goods, chattels and effects; to sell, mortgage, pledge, let, alienate or otherwise dispose of any movable or immovable property belonging to the Society, and to apply the consideration arising there from in such a manner as it may consider to be to the best advantage of the Society;
g)
conclude contracts outside the Republic of South Africa and to obtain contracts, deeds and documents in a country outside South Africa;
h)
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 all, or any part, of its property and assets;
i)
pay all costs and charges in connection with the administration and management of the affairs of the Society;
j)
from time to time, subject to the provisions of Clause 5, to adjust or revise subscriptions, fees or dues and to prescribe any such additional fees or dues as it may deem necessary; and to grant discounts on subscriptions, fees or dues;
k)
collect and receive subscriptions, fees, donations, other dues and funds and to devote the same towards the objectives of the Society and towards promoting the Boerboel breed;
l)
receive and consider applications for membership and to accept or refuse such applications at its discretion;
m)
cancel membership of any person in accordance with Clause 6;
n)
refuse appraisals, registration and other services for members whose accounts are overdue in accordance with Subclause 6.3;
o)
introduce and, in its discretion, allocate such meritorious or other awards as may be deemed fit, and make and formulate such rules and conditions in regard thereto;
p)
frame or amend any Bylaw pertaining to this Constitution as may be deemed necessary from time to time, and investigate disputes arising from the application of the Constitution and give decisions in regard thereto;
q)
order an investigation in any case where records are not properly kept or where any doubt should arise as to the correctness of the identity of any animal or animals, and to take such action as it may consider advisable in the interests of the Society;
r)
demand - with the following objectives - that any Boerboel or the whole stud of any breeder be subjected to tests for blood typing and/or DNA testing:
i.
in its discretion in case of allegations, complaints and database discrepancies, to determine the correctness of the parentage of such dogs. The Board shall be responsible for the costs thereof should the tests be positive. If only one animal should prove to be negative, the owner shall be liable to pay for the tests and the costs of such further tests required by the Board; and
ii.
by annual random selection, nominate studs to be blood typed and/or subjected to DNA tests in order to test the accuracy of parentage and record-keeping systems of the Society.
iii.
the birth notification and/or registration of a Boerboel be cancelled should the result of the blood typing/DNA tests requested by the Board be negative. The Board shall further, in its discretion, consider what further steps shall be taken against such owner/breeder.
s)
execute control over the local handling, import and export of Boerboels, semen and egg cells (fertilised or unfertilised);
t)
make enquiries and take action – if indicated - in respect of the conduct of any member in so far as it could have a negative bearing on the Society or its affairs.
u)
impose and exact such penalties as may be prescribed from time to time for contravention or infringement of this Constitution, rules and regulations of the Society;
v)
co-opt the services of any member of the Society or other person and appoint persons or Subcommittees upon such terms and with such powers as it may from time-to-time deem expedient, provided that the Chairman and Vice-Chairman shall be ex officio members of all Subcommittees with full rights and privileges;
w)
assist all members of the Board, or give instructions to appoint regional representatives and to involve them in activities in their region;
x)
determine when and where appraisals and national, provincial and regional Boerboel shows shall be held;
y)
make and formulate such rules and conditions relating to Boerboel shows and the nomination of show judges;
z)
draw up and see to the maintaining of the minimum Breed Standard, and lay down minimum performance, reproduction and other standards;
aa)
implement and maintain an appraisal system, and formulate rules, conditions and terms for such system;
bb)
present and organise breeder and appraiser courses and examinations, and in its discretion appoint successful candidates as official Society appraisers;
cc)
organise and promote sales, either by public auction or private treaty and for such purposes appoint auctioneers and agents and to charge commission on such sales;
dd)
elect a representative/s to the Annual General Meeting of the Registering Authority, and nominate and mandate a person or persons to represent the Society on any committee, body or organisation as may be deemed necessary;
ee)
lay down requirements for regional provincial, national, and international Boerboel Clubs and their affiliation to the Society, and approve applications for such affiliation;
ff)
generally perform all such acts as may be necessary for the welfare of the Boerboel breed and the Society and the conduct of its affairs, provided always that any action taken, or instructions given, shall not be contrary to the terms of the Constitution; and
gg)
take all action necessary for the management of the Society, in order to execute the objectives of the Society.
9.2.
If, in any instance that deals with the organisational and practical implementation of this Constitution, and the Constitution is silent or inadequate, the Board shall take a decision in that regard, subject thereto that the members shall be informed of the decision at the ensuing Annual General Meeting.