The Board shall meet at such time and place as it may from time to time determine, or as may be decided by the Chairman, provided that not less than 2 (two) physical Board meetings shall be held in each financial year.
The Secretary shall give written notice of the time, date and place to each member of the Board not less than 21 (twenty-one) days prior to the holding of a physical Board meeting.
Special or Urgent Board meetings:
may be called by the Chairman (or in his absence by the Vice-Chairman) at such time and place as deemed feasible; or
may be called upon a request, signed and addressed to the Secretary, by two-thirds of the members of the Board, stating the reasons for such meeting.
may be held via conference call or other electronic real-time communication medium.
shall proceed if a quorum of Board members shall be in attendance.
The Chairman or the Secretary shall give at least 8 (eight) hours’ notice – verbally or in writing - of an Urgent Board meeting, and at least 7 (seven) days’ notice of a Special Board meeting.
No resolution of the Board in respect of any matter shall be varied or rescinded unless the resolution varying or rescinding the same be passed at a meeting of which written notice - specifying the intention to vary or rescind a specific resolution - has been given to all Board members, provided that a resolution shall be varied or rescinded only if two-thirds of the members of the Board so agree.
Voting at physical Board and Executive Committee meetings shall be by ballot paper, or by show of hands, if so agreed by all present. Voting at electronic real-time meetings shall be recorded in the name of each member present, stating whether they voted ‘yes,’ ‘no’ or ‘abstain’. Members may also agree to vote on important and urgent matters via e-mail outside of meetings.
A two-third majority vote is required for any Board or Executive Committee resolution to be passed.
Members of the Board absenting themselves from two consecutive Board, Executive or meetings of other committees without leave, or an acceptable reason, shall automatically vacate their seats.
EXECUTIVE COMMITTEE MEETINGS
The Executive Committee shall hold meetings (physically or by electronic real-time communication medium) at such time and place as may be required from time to time by the Chairman, (or in his absence by the Vice-Chairman),or as requested by the other members of the Executive Committee.
All actions and decisions of the Executive Committee shall be approved and confirmed at the ensuing Board Meeting.
The Chairman or in his absence, the Vice-Chairman, shall preside at all meetings and if absent, the members present shall elect another member to preside at such meeting. Any person so elected shall in relation to that meeting, have all the powers and fulfil all the duties of the Chairman.
MEMBER ATTENDANCE OF COMMITTEE MEETINGS
A member may request the Chairman of any committee for permission to personally present any matter to that committee on condition that the nature of the matter shall be fully explained in writing, and if the Chairman decides that it is of sufficient importance or urgency, he may grant permission that such a person may attend a meeting and address the committee.
The Chairman may, in his discretion, refuse permission for attendance, and if he deems it necessary put the matter on the agenda for discussion at a meeting of the relevant committee.
GENERAL MEETINGS (ANNUAL GENERAL AND SPECIAL GENERAL)
An Annual General Meeting of the Society shall be held once a year at such time and place as may be determined by the Board, but not later than 4 (four) months after the end of the financial year. The Board may, with valid motivation and notice to all members defer such meeting.
The business of the Annual General Meeting shall be to:
receive and consider the annual report of the Board, together with the duly audited financial statements of the Society as at the end of the previous financial year;
appoint auditors, to fix their remuneration and to determine their conditions of appointment;
transact any other business which under this Constitution is required to be transacted at the Annual General meeting;
consider any other matter for which due notice has been given in terms of Subclauses 9.5.3 and 9.5.6 below; and
elect Board members, as set out in Clause 8.
The Preliminary Notice of the date and place of the Annual General Meeting shall be published with 60 (sixty) days’ notice by the Secretary on the Society’s website, and be sent via electronic mail to all members in accordance with Subclause 5.7.
Any member intending to put forward any matter for discussion, shall give written notice thereof to reach the Secretary not less than 40 (forty) days prior to the meeting. No subject put forward for discussion by any member shall be included in the agenda, unless the notice of the motion is accompanied by a motivation, signed and endorsed by 20 (twenty) members entitled to vote. Except for the general meetings for approval of the first comprehensive revision of the Constitution, a member may only submit, endorse and second a motion if he has been a member for 1 (one) year.
A Special General Meeting of the Society shall be called at any time on 60 (sixty) days’ preliminary notice to members:
by the Board; or
by the Chairman; or in his absence by the Vice-Chairman; or
upon a written request and motivation, signed and addressed to the Secretary, by not less than 20 (twenty) members entitled to vote.
A Final Notice of the time, date and venue, together with the agenda of any general meeting shall be published by the Secretary on the Society’s website, and be sent via electronic mail to all members in accordance with Subclause 5.7. not less than 30 (thirty) days prior to the holding of such meeting.
No motion shall be presented to a general meeting in respect of any matter, unless notice thereof appeared on the agenda sent to members with the Final Notice of the meeting with the motivation and a Board recommendation on how they should vote.
No motion shall be presented to a general meeting on a matter not included in the agenda, unless the motion is accompanied by a motivation, signed and endorsed by 20 (twenty) members entitled to vote, and the members present and entitled to vote decide by a two-third majority to discuss and vote on such matter.
No previous resolution of a general meeting shall be reversed, unless members received notice of the intended revision in terms of Subclause 10.5.7, and it is voted on, as stipulated in Subclause 10.6.
Any general meeting shall be attended by at least 20 (twenty) members to be declared duly constituted.
Any general meeting may be adjourned by a two-third majority of the members present and entitled to vote.
VOTING RIGHTS AND PROCEDURES
All matters submitted to any meeting shall be decided by a two-third majority of members who voted (be it in person or electronically in absentia).
Voting at all general meetings shall be by ballot paper (electronic or printed).
Except as herein elsewhere otherwise provided, members shall have the right to vote at general meetings, provided the voting procedure is executed as may be determined by the Board. The Board shall be responsible for maintaining the integrity of the voting process, subject to the provisions of relevant Clauses and Subclauses in this Constitution.
Subject to Clauses 5, 6 and 7, and excluding the general meetings for approval of the 1st comprehensive revision of the Constitution and the election of the first Board, any member anywhere in the world
who has been a member for at least 1 (one) year; and
whose annual subscriptions and other dues have been fully paid up, as prescribed in this Constitution;
shall have the right to vote via:
electronic ballot paper in absentia; or
printed ballot paper in person;
provided that a member who does not fulfil the requirements of Subclause 10.6.4.a), may submit a motivation and application to the Board within 10 (ten) days after publication of the Final Notice and Agenda of the meeting, for the right to vote on any matter that has a direct impact on his breeding practices.
Members shall have the right to vote on matters concerning:
Motions duly submitted by members and included by the Board in terms of Subclause 10.5.4. and other motions presented by the Board in the Final Notice and Agenda in terms of Subclause 10.5.7. A two-third majority vote shall be required for a motion to be carried.
Amendments to the Constitution. A two-third majority vote shall be required for a motion to amend the Constitution to be carried.
Election of Board representatives (a simple majority vote shall be required for a candidate to be elected to the Board. In the event of a tie of votes, members present at the relevant meeting shall be requested to vote again):
Except for the first Board election, members who wish to submit and second nominations for Board members, must have been SABBS’ members for at least 1 (one) year.
Chairman Vice-Chairman and Treasurer: The election shall be preceded by a call for nominations according to the vacancies in the Preliminary Notice of the Meeting. The names of the nominees with their curriculum vitae shall be communicated to members, and be published on the website. These Board members shall be elected in accordance with Subclauses 8.2.2. and 8.2.3, and voting – electronic or in person - shall be open to all members eligible to vote.
South Africa: The election of regional Board representatives for South Africa shall be preceded by a call for nominations according to the vacancies in the Preliminary Notice of the Meeting. The names of the nominees with their curriculum vitae shall be communicated to members, and be published on the website. Representatives shall be elected in accordance with Subclause 8.3.1. Voting – electronic or in person - shall be restricted to members residing in South Africa. Members shall be eligible to vote for candidates in their own regions only.
Countries/regions outside South Africa: Representation shall be determined by the Board from time to time. Voting for such representatives shall be restricted to the members in the relevant countries/regions, who shall determine their own election procedures. Representatives shall be elected in accordance with Subclause 8.3.2.
Voting for general meetings shall not apply to:
Administrative and financial management matters, as may be reported on and discussed in the course of such meetings, and which shall remain the responsibility of the Board.
For general meetings (Annual General and Special General Meetings) the Board shall:
Designate two independent Polling Officers, one of whom shall act as Chief Polling Officer. The Polling Officers may be representatives of the Society’s Auditors, an election management company, or any other institution or person deemed competent to perform this service.
Announce the names of the Polling Officers to the members in the Preliminary Notice at least 60 (sixty) days prior to the meeting.
Provide the Polling Officers with a list of the members eligible to vote.
Provide for the return of all ballots (cast electronically in absentia and by members present at the meeting) to the Polling Officers in a manner acceptable to them.
The Polling Officers shall exercise strict control to ensure that members who voted electronically do not again receive ballot papers should they be present at the general meeting.
The Polling Officers shall audit the votes to ensure there is no duplication, and count the votes. They shall announce the outcome of the matters voted on at the meeting.
Members shall be notified of the matters to be voted on via the Final Notice with the Agenda at least 30 (thirty) days prior to the general meeting.
Electronic voting shall commence 10 (ten) days prior to the general meeting, and be open for 7 (seven days). No electronic vote returned to the Polling Officers less than 3 (three) days prior to the meeting shall be valid.
NON-RECEIPT OF NOTICES
No business otherwise properly and constitutionally transacted at any meeting shall be invalidated by reason only of the non-receipt by any member of the notice required to be given to such person in terms of this Constitution.
Twenty (20) members of the Society personally present at the commencement of any general meeting and entitled to vote shall form a quorum for such a general meeting.
Four (4) Board members personally present at any Board meeting and entitled to vote shall form a quorum for such meeting.
Any 2 (two) members of the Executive Committee personally present at the commencement of any meeting of the Executive Committee shall form a quorum.
If at any meeting there is no quorum, the meeting shall stand adjourned to a time (not less than 14 (fourteen) days and not more than 30 (thirty) days thereafter, and place determined by the members present. The members present shall then form a quorum for the disposal of such business (other than any amendment to the Constitution) that the presiding member may declare to be of an urgent nature. Such adjournment shall be without prejudice to the rights of the meeting to adjourn to a time, date and place as herein provided.
When a meeting has been thus adjourned, a notice shall be sent to all relevant members within 7 (seven) days after the adjournment, in which shall be stated the time, date and place to which the meeting has been adjourned and the reason for the adjournment.
MINUTES OF MEETINGS
The minutes of all general meetings shall be available to all members of the Society. It shall be sent via electronic mail to members, and shall be published on the website of the Society.
Copies of the minutes of the Board and Executive Committee meetings and meetings of other subcommittees shall be supplied to all persons serving on that particular committee. Ex officio members of the Board shall receive copies of all minutes.
Any member may request a copy of an extract from the minutes on a specific matter discussed at a meeting, and such request may be granted at the discretion of the Board.
The minutes of all General, Board and subcommittee meetings - approved at a subsequent meeting and signed by the Chairman or the person who may chair the subsequent meeting - shall be proof thereof that all the proceedings were conducted properly and that all elections, appointments and resolutions adopted at the meeting are valid and binding.
A Resolutions Register shall be kept of all Board and general meeting resolutions taken, amended or revoked.