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									                                                                          CONSTITUTION OF THE

                                 BLACK SCIENCE, TECHNOLOGY AND ENGINEERING PROFESSIONAL




                                                                           TABLE OF CONTENTS

PREAMBLE .................................................................................................................................................................................... 2
3. MISSION ................................................................................................................................................................................. 3
4. CONSTITUTIONAL MANDATE .............................................................................................................................................. 3
    4.1      Legal Personality and Governance .......................................................................................................................3
    4.2      The Board of Directors, Executive Committee, BSTEP Chapters and Officers ..........................................................4
        4.2.1         The Executive Committee ...........................................................................................................................4
    4.3      Election and Term of Office .................................................................................................................................5
    4.4      Powers and Duties of Board ................................................................................................................................6
        4.4.1         The Chairman's Special Duties....................................................................................................................8
        4.4.2          The Head of the Secretariat’s or CEO’s Duties .............................................................................................8
        4.4.3         The Administration Officer’ Duties................................................................................................................9
        4.4.4         The Finance and Audit Director’s Duties.....................................................................................................10
        4.4.5         Human Resource and Membership Directors’ Duties ...................................................................................11
        4.4.6          Marketing and Communication Directors’ Duties ........................................................................................11
        4.4.7         Fundraising Directors’ Duties ....................................................................................................................11
        4.4.8         Project Planning and Development Director’s Duties ...................................................................................12
        4.4.9         Information Technology Infrastructure & Development Director’s Duties ........................................................12
        4.4.10        Strategic Planning & Partnership Directors’ Duties ......................................................................................12
        4.4.11        Business Development Director’s Duties ....................................................................................................12
        4.4.12        Legal Research and Policy Directors’ Duties...............................................................................................13
        4.4.13        Provincial Representatives........................................................................................................................13
        4.4.14        Web and Database Administrator Duties ....................................................................................................13
    4.5      The Executive Committee Duties .......................................................................................................................13
    4.6      Membership .....................................................................................................................................................14
        4.6.1         Admission of Members .............................................................................................................................14
    4.6      Membership Voting Privileges and Fees .............................................................................................................15
    4.7      Suspension and Termination of Membership .......................................................................................................16
    4.8      Reinstatement of Membership ...........................................................................................................................16
    4.9      Making, Amending or Repealing of Constitutional Clauses ...................................................................................16
5. INTERPRETATION OF THE CONSTITUTION ..................................................................................................................... 16
6. DISSOLUTION OF BSTEP ................................................................................................................................................... 17
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7. GENERAL ............................................................................................................................................................................. 17
    7.1      Annual General Meetings and General Meetings .................................................................................................17
    7.2      Proceedings at General Annual and General Meetings.........................................................................................17
    7.3      Agenda for Board Meetings and any other meeting. .............................................................................................19
8. RECORDS ............................................................................................................................................................................ 20
9. STANDING ORDERS ........................................................................................................................................................... 20
10. BOARD COMMITTEES ........................................................................................................................................................ 20
11. MEETINGS AND SCHEDULE .............................................................................................................................................. 20
12. QUORUM .............................................................................................................................................................................. 21
13. PROXIES .............................................................................................................................................................................. 21
14. COMMITTEES ...................................................................................................................................................................... 22
15. DUTIES OF STANDING COMMITTEES............................................................................................................................... 23




                                                                                             1                                  2006 BSTEP CONSTITUTION DRAFT 1
                                             CONSTITUTION OF THE

              BLACK SCIENCE, TECHNOLOGY AND ENGINEERING PROFESSIONAL


                                                     PREAMBLE

The Black Science, Technology and Technology Professionals (BSTEP) is a South African based non profit
organization that seeks to promote the attainment of a critical mass of Science, Engineering and Technology (SET)
skills locally, regionally and internationally. Apart form the goal of achieving competitive SET skills among the black
community; we also aim to develop the Black SET Professional responsible leadership within their respective areas
of SET and in the general public domain.

Our objectives will be focused on the following:
        Increasing the number of Black SET Professionals locally and internationally;
        Networking Black SET Professionals locally and internationally;
        Advocating for equitable access to infrastructure by Black SET Professionals;
        Promoting for the use SET outputs to solve socio-economic challenges;
        Influencing local and international SET Policy changes;
        Monitoring SET policy implementation; and
        Marketing BSTEP as the preferred voice for Black SET Professionals;
        Develop and support Black SET Entrepreneurs;


1.       NAME AND TYPE

         The name of the organization shall be called the Black Science, Technology and Engineering Professionals
         hereafter referred to as BSTEP and it will conduct its business as a non-profit section 21 organization.

2.       VISION

         Our vision is to become a leading science, engineering and technology advocacy organization that strives to
         attain a critical mass of Black SET Professionals and to support them to become pioneers and responsible
         leaders in their respective areas of science, engineering and technology and in the general public domain.




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3.   MISSION

     Our mission is to advocate for increasing the Black SET Professional capacity and development through the
     following:

     3.1     The coordination of a Black SET Professional Voice and Platform for dialogue in order to respond to
             SET challenges efficiently and effectively;
     3.2     The promotion of quality instruction of SET skills and its dissemination to all by taking into account
             diverse social and economic backgrounds;
     3.3     Lobbying and Fundraising in order to ensure that Black SET Professionals have equitable access to
             SET resources;
     3.4     Promoting and building public awareness of SET and its role.
     3.5     Encouraging Black SET Professionals to contribute SET skills in their communities by participating
             in community SET forums, marketing and applying SET techniques to solve community challenges,
             establishing and playing a role in the development of scientific entrepreneurial businesses, and
             promoting SET skills in their communities.

4.   CONSTITUTIONAL MANDATE

     4.1     Legal Personality and Governance

     (a)     BSTEP is a non-profit organization that has a legal personality to acquire assets and dispose of the
             assets, make investment and borrowing decisions, and invite registration of membership.
     (b)     The income and property of the company shall be towards the promotions of its strategic objectives
             and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus
             to any member or organization.
     (c)     Reasonable payment of remuneration can be paid to any officer or any member of BSTEP in return
             for services rendered.
     (d)     Upon winding up, deregistration or dissolution, the BSTEP proceeds shall be distributed to other or
             organization having similar objectives through a resolution taken at an Annual General Meeting or by
             the courts after all BSTEP’s liabilities have been paid to respective parties.
     (e)     BSTEP shall render its services in South Africa but may raise funds in South Africa or abroad.
     (f)     The normal business activities of the organization shall be within the limits of the mission statement
             and BSTEP support objectives as reflected in the constitution’s preamble.




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4.2     The Board of Directors, Executive Committee, BSTEP Chapters and Officers

(a)     The affairs of BSTEP shall be governed by a Board of Directors consisting of up to twelve (12)
        members. Operational Officer Positions are not nominated positions, but persons holding these
        positions will be appointed by the entire Board of Directors. Designated persons shall report to the
        board through board committees or the chairperson of the board in whichever method as long as it is
        expedient and applicable.
        1.      Chairperson
        2.      Vice-Chairperson (Head of the Secretariat)
        3.      Finance and Audit Director
        5.      Human Resource and Membership Director
        6.      Marketing and Communication Director
        7.      Fundraising Director
        8.      Project Planning and Development Director
        9.      Strategic Planning and Partnership Director
        10.     Information Technology Infrastructure and Development Director
        11.     Business Development Director
        12.     Legal Research and Policy Director
        13.     7 Provincial Representatives as additional members

4.2.1   The Executive Committee

        1.      Head of the Secretariat
        2.      Finance and Audit Director
        3.      Human Resource and Membership Director
        4.      Projects Planning and Developments Director
        5.      Fundraising Director
        6.      1 Provincial Representative

4.2.2   The Secretariat’ Office shall consist of the following:

        1.      Head of the Secretariat
        2.      Office Administration Officer
        3.      The Web and Database Officer




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4.2.3   BSTEP Institutional Chapters shall consist of the following:

        1.      Chairperson
        2.      Treasurer
        3.      Projects Officer
        4.      1 Additional member is optional and should be a Provincial Chairperson.

(b)     The portfolios and responsibilities can be changed during an Annual General Meeting by simple
        majority of the voting members defined as 50% +1 of voting members.
(c)     The board shall, on behalf of the members of BSTEP and accountable to them, control and manage
        the property, income, affairs and concerns of the organization.
(d)     It is empowered to appoint officers entrusted to run the day to day operational affairs i.e. The Head
        of the Secretariat Office.
(e)     It is empowered to approve the employment of officers in the Secretariat Office such as, the
        Administration Officer, the Webmaster & Database Developer, etc as it is deemed necessary and
        through the recommendation of the Head of the Secretariat.
(f)     The board and may accept any gift, invest or borrow funds, and may rent, lease or dispose of fixed
        property, etc provided that all these actions are solely directed towards the objectives of the BSTEP
        as laid down in the Constitution and properly recorder for transparency and fulfillment of regulatory
        obligations.

4.3     Election and Term of Office

(a)     The names of prospective board of directors shall be presented to the organization by the
        Nominating Committee during an Annual General Meeting (AGM) and elected according to
        provisions as set out in the election of the BSTEP Board.
(b)     Nominations of Board shall be announced and such a notice shall be circulated in advance through
        at least 1 publication in a major newspaper and through the mail or electronic media two months or
        at the latest, twenty one (21) days prior the AGM.
(c)     Each nomination shall be for a specific portfolio. Each nomination shall be signed by the proposer,
        the seconder and the nominee. This shall be accompanied by a brief CV of the nominee and his/her
        statement of intent indicting why they want to be elected and must indicate experience in similar
        positions nominated for. The latter statements shall be corroborated. In the event that the
        information provided is found to have been fabricated, the person elected will be automatically
        terminated.

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(d)   The term of office of board members shall be two (2) years and the current serving members shall
      be eligible for re-election to the board for a maximum of one (1) consecutive term irrespective of
      portfolios they serve under.
(e)   The election regulations shall be published in the BSTEP website or any other applicable channel
      two (2) months and at the latest, twenty one (21) days before elections.
(f)   If a vacancy arises in the board for whatever reason the remaining members of the board shall co-
      opt a member of BSTEP to act in that capacity until the expiry of the original member’s term of
      office. The reconstituted Board may re-assign the existing portfolios.
(g)   The Board of Directors shall elect a Chairman among its members who will chair all meetings of the
      board or delegate the Vice-Chairperson (Head of the Secretariat) to preside over the meetings. In
      the event that the mentioned persons are both not able to chair, the board may designate a person
      from their ranks to chair.
(h)   The board shall meet at least twelve (4) times a year.
(i)   The venue, agenda and time of the AGM shall be decided upon by the board.
(j)   Directors shall be voted and installed a month after the elections.

4.4   Powers and Duties of Board

(a)   The Board of Directors shall be responsible for the management and the proper arrangement of the
      BSTEP's operations. The affairs shall be governed subject to the following provisions:
(b)   The Board of Directors shall discuss and make decisions in matters that are crucial for the BSTEP's
      operations.
(c)   The Board of Directors shall follow developments of BSTEP’s operations primary through the Head
      of the Secretariat’s reviews and monthly reports.
(d)   The board may recommend amendments to the constitutions.
(e)   The board is authorized to institute and defend actions and proceedings on behalf of the
      organization through and/or in liaison with the Head of the Secretariat.
(f)   All public statements or documents emanating from BSTEP shall be issued under the name of the
      BSTEP board and signed by a properly delegated authority i.e. Head of the Secretariat.
(g)   The Board shall report to the Members at least once a year at an Annual General Meeting, where
      the Annual Report of BSTEP and the Financial Report shall be presented by the Head of the
      Secretariat and the Finance and Audit Director, respectively.
(h)   The board shall keep a record of minutes of all meetings and any other form of recording keeping
      which may be necessary to provide a transparent reflection of BSTEP operations.



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(i)   Board directorship will be automatically terminated if directors are absent from 4 consecutive
      meetings with or without an apology. Other matters that warrant disqualification of members are
      described in section 4.7.
(j)   The Executive Committee through the Head of the Secretariat shall report regularly to the Board on
      its actions and a financial report shall be delivered by the Finance and Audit Chairperson at each
      meeting.
(k)   A quorum for full Board meetings shall be ten (10) members.
(l)   Decisions of the Board shall require a simple majority of those members present.
(m)   The minutes of Board meetings, once confirmed, shall be circulated to all members of BSTEP for
      their information.
(n)   Other key responsibilities of the BSTEP’s Board include:

      1.      Appointing and dismissing the Head of the Secretariat, and deciding on the terms of his/her
              employment.
      2.      Approving the hiring of personnel reporting directly to the Head of the Secretariat upon
              recommendation by the Head of the Secretariat.
      3.      Approving the key terms of employment for personnel reporting directly to the Head of the
              Secretariat.
      4.      Determining the compensation for the secretariat’s office personnel.
      5.      Reviewing other matters that the Chairman of the Board and the Head of the Secretariat
              have agreed to be taken on the Board's agenda or those which fall within the Board's
              decision-making powers under the provisions of the Companies Act of 1973 which govern
              non profit societies or any other relevant regulation.
      6.      Approving the incentive systems for the Head of the Secretariat and the other office
              personnel.
      7.      Approving the BSTEP strategy and annual budget, and its implementation.
      8.      Reviewing and approving interim reports and financial statements.
      9.      Approving major business deals as well as other decisions of key significance.
      10.     Monitoring the implementation of internal control, internal audit and risk management.
      11.     Evaluating the independence of its members or BSTEP’s Chapters whenever necessary,
              and ensuring that disqualifications are evaluated properly and within a reasonable time.




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4.4.1   The Chairman's Special Duties

(a)     The Chairman of the Board, together with the Head of the Secretariat, shall prepare the agenda for
        the Board's meetings and prepare other items to be discussed at the meetings. For this purpose,
        they must meet in good time before the Board meetings.
(b)     In addition, the Chairman's special duties include:

        1.      Managing the Board's work in such a way as to ensure that the Board can effectively and
                appropriately perform its duties.
        2.      Making sure that the meetings listed in the meeting schedule are duly convened if there is
                any such a schedule.
        3.      Convening extraordinary/ special meetings when necessary.
        4.      Maintaining regular contact with the Head of the Secretariat between meetings in order to
                follow up on BSTEP’s activities.
        5.      Maintaining contact with other Board members between meetings as and where necessary.
        6.      Maintaining contact with other stakeholders when necessary.
        7.      Being in charge of planning and evaluating the Board's activities and evaluating the Head of
                the Secretariat.
        8.      To set the monthly agenda duly prepared by the secretary.
        9.      To chair and call the meeting to order.
        10.     To protect the membership from negligent or damaging motions.
        11.     To carry out rules of debate, order, and humility in meetings.
        12.     To expedite BSTEP with due regard to the rights of members.
        13.     To respond to questions of members applicable to procedure or pertaining to the BSTEP
                business.
        14.     To sign where necessary, all acts, orders, and proceedings of the general membership or
                executive board.

4.4.2   The Head of the Secretariat’s or CEO’s Duties

        1.      Reports to the board through the Chairperson of the board.
        2.      To provide leadership for the overall strategic planning initiatives for the organization.
        3.      To explore opportunities to collaborate, network and partner with other organizations and
                groups especially clarifying expectations in these relationships: co-sponsor, partner,
                participant, etc.
        4.      To assess chapter member interests, professions/sector, and involvement.
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        5.      To work closely with the Director of the Finance and Audit committee responsible for
                presenting the budget and recommendations for the management of the budget.
        6.      Strategic planning, strategy implementation and fundraising for operations.
        7.      Ensuring legal compliance of the accounting practices and the reliable organizational asset
                management.
        8.      He is also in charge of the practical organization of bookkeeping, accounting, and reporting.
        9.      The Head of the Secretariat supervises all decisions concerning executive level personnel
                as well as important operational decisions. The Head of the Secretariat is in essence
                responsible for day-to-day business operations.

4.4.3   The Administration Officer’ Duties

(a)     The Administration Officer is recording officer of the organization and the custodian of its records,
        except those assigned to the Finance and Audit Chairperson, and is responsible to the general
        membership.
(b)     Shall be responsible to the Board for the general conduct of the BSTEP's correspondence and all
        other related matters, besides finance, and shall be responsible for the Minutes and for the setting in
        motion of actions ordered by the Board.
(c)     An Annual Report of the work of BSTEP shall be drawn up by the Office Administrator and
        presented to BSTEP at its Annual General Meeting by the Head of the Secretariat.
(d)     Copies of the report shall be circulated to all members.
(e)     The Office Administrator shall be responsible for the official archive of the BSTEP, including
        inter alia the Register of Members, the portfolios of biographical information on each of the Members
        of the BSTEP, agenda, papers and minutes of all Board and Committee Meetings, reports or other
        documents issued by BSTEP and all official correspondence received or issued.

        The specific duties are:

        1.      To have minutes of all the proceedings of the organization.
        2.      To file all committee reports.
        3.      To keep the organization’s official membership roll.
        4.      To provide members with copies of the minutes and records.
        5.      To inform officers, committee members, and delegates of their appointments.
        6.      To provide committees with necessary documents required for the performance of their
                duties.
        7.      To have on hand at each meeting a list of all existing committees.

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        8.      To sign all certified copies of acts of the organization.
        9.      To maintain record books in which the by-laws, special rules of order, standing rules, and
                minutes are entered, with any amendment to these documents properly recorded, and to
                have the current record book on hand at every meeting.
        10.     To call the meeting to order and chair until the immediate election of an ad hoc chairman in
                the absence of the chairperson and vice-chairperson.

4.4.4   The Finance and Audit Director’s Duties

(a)     He/She is responsible to the general membership and handles the funds of the organization.
(b)     This chairperson shall be responsible person for the collection and safekeeping of all sums due or
        payable to BSTEP and shall disburse all sums due from or payable by BSTEP or delegate those
        duties to Head of the Secretariat where necessary and expedient.
(c)     He/She shall keep regular accounts of all payments and receipts, and shall submit the accounts,
        duly audited, at an Annual General Meeting.
(d)     Payment of rents, salaries and regular annual sums may be made by this Finance Director without
        any specific order of the Board; but every sum payable on account of the Board exceeding an
        amount determined by Board shall be paid only by order of Board.
(e)     All sums of money which shall not be needed for immediate use by BSTEP shall be invested in such
        securities as shall be approved of and directed by the Board.

        The specific duties are:

        1.      To take custody of all the funds of the organization.
        2.      All financial transactions will require two signatures on the check.
        3.      The Chairperson, The Human Resource and Membership Director, and The Head of the
                Secretariat will be one of designated signatories.
        4.      To disburse funds only by authority according to the by-laws.
        5.      To make reimbursements for approved organizational expenditures.
        6.      Receipts must be submitted the month the expense is incurred.
        7.      To collect and maintain records of dues collected from members.
        8.      To notify those members of arrears and dues payable.
        9.      To promptly deposit all monies received into the designated bank account for the
                disbursement of funds.
        10.     He/She will ensure that all checks drawn on the organization's bank account bear two other
                (2) signatures, one of which must be that of the Head of the Secretariat.

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        11.    To prepare and file all forms required by the SARS.
        12.    To ensure that funds collected from the fundraising events are distributed to the appropriate
               parties before the end of the fiscal year.
        13.    To record and keep a record of all payments of membership fees dues, and other
               indebtedness due.
        14.    To provide a written annual report to the members at the end of the fiscal year.

4.4.5   Human Resource and Membership Directors’ Duties

        1.     Hiring of Staff.

        2.     Developing Humana Resource Policies.

        3.     Membership Drive.

        4.     Shall distribute information regarding the membership process to potential members.
        5.     Shall compile membership statistics and make them available to the public.

        6.     Shall coordinate chapter membership renewals.

        7.     Shall sponsor membership recruitment activities and membership drives.

        8.     Shall maintain an updated roster of all members in the chapter.

        9.     Shall carry out at least two activities monthly.

        10.    Shall plan and implement social activities that will help BSTEP members to network with
               one another.

4.4.6   Marketing and Communication Directors’ Duties

        1.     Shall assist in the development of the Calendar of BSTEP events.
        2.     Shall help keep the community informed of BSTEP events.
        3.     Shall keep the membership informed of all BSTEP functions.
        4.     Shall perform duties in conjunction with the Head of the Secretariat.
        5.     Produce a written report at the end of term.

4.4.7   Fundraising Directors’ Duties

        1.     Coordinate all BSTEP and Chapter fundraising activities.
        2.     Help in making the BSTEP and chapter become more self-sufficient.
        3.     Plan and carry out at least two fundraising activities monthly.
        4.     Serve as a member of the Finance and Audit Committee.
        5.     Submit monthly reports to the Finance and Audit Committee.
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        6.     Produce a written transition report at the close of the term office.
        7.     Ensure that BSTEP business plan targets are reached.
        8.     Produce a written report at end of term.

4.4.8   Project Planning and Development Director’s Duties

        1.     Co-ordinate BSTEP projects.
        2.     Co-ordinate new ideas and project proposal writing.
        3.     Work with head of secretariat to manage and implement BSTEP projects.
        4.     Co-ordinate development of the science charter.
        5.     Shall produce a written report at the end of term.

4.4.9   Information Technology Infrastructure & Development Director’s Duties

        1.     Website development.
        2.     Content development and update.
        3.     Quality check on the website.
        4.     Ensure BSTEP has required IT infrastructure.
        5.     Shall utilize innovative ways to relay information to the membership.
        6.     Shall train the membership on effective use of the World Wide Web.
        7.     Shall produce a written transition report at the close of office.

4.4.10 Strategic Planning & Partnership Directors’ Duties

        1.     Networking.
        2.     Form alliances with key organizations.
        3.     Form database of new and potential partners.
        4.     Develop frameworks for networking and collaborations in conjunction.
        5.     Produce a written report at end of term.

4.4.11 Business Development Director’s Duties

        1.     Develop entrepreneurship amongst black SET.
        2.     Develop collaborative opportunities for BSTEP members and industry.
        3.     Develop strategic vision and sustainability strategy of BSTEP.
        4.     Produce a written report at end of term.




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4.4.12 Legal Research and Policy Directors’ Duties

       1.     Constitutional development and ensuring legality.
       2.     Develop contracts.
       3.     Develop framework for partnerships.
       4.     Ensure that BSTEP documents are legally sound.
       5.     Work with communication team on all outgoing document.
       6.     Develop operational framework for BSTEP.
       7.     Produce a written report at end of term.

4.4.13 Provincial Representatives

       1.     Serve as the leader of the Provincial Chapters.
       2.     Coordinate the activities of the BSTEP institutional Chapters to ensure implementation of all
              internal and external tasks and steady communications while avoiding duplication of effort.
       3.     Shall produce a quarterly report based upon all provincial chapter reports to be distributed to
              the BSTEP National Board of Directors.
       4.     Present ideas and propose directions for the chapter.
       5.     Organize and attend provincial chapter meetings whenever financially and logistically
              feasible.
       6.     Serve as a liaison between the Chapter and National Executive Committee.
       7.     Serve on any provincial committee related to BSTEP activities or appoint a delegate to
              serve on behalf of the organization where required.
       8.     Compile a brief synopsis of his/her yearly activities for the Chapters Annual Report.
       9.     Shall submit monthly report to National Executive Committee.
       10.    Shall produce an official transition report at the close of the term of office.

4.4.14 Web and Database Administrator Duties

       1.     Database maintenance.
       2.     Website management/maintenance.
       3.     Other Administrative duties.

4.5    The Executive Committee Duties

(a)    The Executive Committee shall be composed of all of the elected officers of the organization and
       any advisory members which the Board deems appropriate.


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(b)     The Chairperson of BSTEP shall be the Chairperson of the Executive Committee.
(c)     The officers of the organization who are members of the Committee shall act on behalf of the
        organization when the organization is unable to meet.
(d)     Shall disseminate a monthly report of all BSTEP activities to the Board of Directors.

4.6     Membership

4.6.1   Admission of Members

(a)     Members shall be accorded rights and privileges in the organization according to their classification
        of membership. These include voting, holding office and otherwise participating in the activities of
        the organization.
(b)     The membership shall be based on the following classifications:

        1.      Full Membership;
        2.      Special Membership;
        3.      Chapter Membership;
        4.      Honorary Membership; and
        5.      Corporate Membership.

(c)     Full membership is accorded to any person who holds a tertiary qualification usually a 3-year
        diploma or degree in a Scientific or Engineering or Technology discipline. BSTEP may in special
        circumstances grant full membership to persons not meeting this requirement.

        This category will be for Black SET Professionals and who would have paid a full membership fee
        and have worked for over at least worked one (1) year in the SET environment. They must adhere to
        all organization policies, and participate in the organization's activities.

(c)     Special Members are Black SET Students and those Black SET Professionals with less than one
        (1) years of experience. These special members are not required to pay dues but may vote or
        participate on forums and activities of BSTEP.

(f)     Institutional Chapter membership will be recognized and conferred to organizations that wish to
        operate under the BSTEP banner and adhering to the by-laws or constitution of BSTEP. These are
        individuals and non-profit organizations within the SET environment who are delivering SET
        services. These chapters shall be referred to as “Chapter Member BSTEP or BSTEP Institution
        Chapter Member”. Chapters shall be grouped by provinces and will therefore choose provincial
        representatives who will automatically serve on the National Board of Directors as additional
                                                    14                      2006 BSTEP CONSTITUTION DRAFT 1
      members and their duties shall be to portfolio members with titles. Chapter members or
      organizations shall have a minimum of three (3) members to qualify for chapter status and the
      chapter shall have a provincial representative as their advisory member.

      N.B All the fundraising of BSTEP activities including chapters shall be performed by the national
      office. Therefore, institutional chapters are required to submit project to be funded and the national
      Office will fundraise for all projects. The chapters will claim against their project budgets schedules.

(g)   Honorary membership is for persons whose experiences are needed for strategic guidance of
      BSTEP. The latter are generally individuals with many years of experience in overall community
      development activities but because of their commitment cannot fully participate but can be relied on
      for advice and networking opportunities. BSTEP will approach these persons on a need basis to
      seek advice on various organizational issues. This group exempt from paying membership fees but
      may donate monies and resources if they so wish. This category includes stakeholders such as SET
      Administrators, etc who might not possess SET qualifications but are managing SET or involved in
      SET.

(h)   Corporate membership will be conferred to all individuals’ communities, and institutions (private or
      government) with an interest in building an SET critical mass and are supporting the professionals in
      other ways.

4.6   Membership Voting Privileges and Fees

(a)   All members are eligible to vote in Annual General Meetings in person or by a postal vote or
      notarized proxy except. All members are entitled to serve on the National Board or Board
      Committees except special, honorary and corporate members.
(b)   Membership fees are payable by full members, chapter and corporate members and such fees will
      be decided on and fixed at the AGM.
(c)   Members who have not paid are not eligible to vote on the business of the organization.
(d)   A member must communicate any change in his or her postal address to the Membership Director,
      who shall keep a register of members and their addresses.
(e)   A member who desires to resign from the organization must submit his/her resignation in writing to
      the organization. The resignation becomes final when accepted by the organization and formally
      acknowledged.
(f)   Members who resign from the organization will not get refunds of the membership fees.



                                                15                      2006 BSTEP CONSTITUTION DRAFT 1
     4.7   Suspension and Termination of Membership

     (a)   The board may suspend member privileges or disqualify a member whose membership fees are in
           arrears for a period of two months. The members may be reinstated provided that they pay their
           dues in full.
     (b)   If any member acts in a manner which in the opinion of the Board is a misconduct which can bring
           BSTEP into disrepute, the Board may recommend disqualifying the said member and it shall make
           its recommendation to the rest of the members to be voted on. If two thirds (2/3) of membership
           agrees with the recommendation, the member shall be terminated forthwith.
     (c)   The voting shall be through a postal or electronic mail.

     4.8   Reinstatement of Membership

           The organization may consider a member for reinstatement with the following in mind:

     (a)   A former member who resigned was in good standing.
     (b)   A member who forfeited membership due to non-payment of dues and applies for reinstatement
           within six (6) months of his/her date of resignation or forfeiture shall be reinstated upon application.
     (c)   The Membership Committee of BSTEP shall once every year evaluate, in terms of the criteria for
           membership and subscription dues.

     4.9   Making, Amending or Repealing of Constitutional Clauses

     (a)   A motion to amend the Constitution of BSTEP in any way may be proposed at any time by any
           group of Members (including the Board) with signatures of ten or more members.
     (b)   Notice of such a motion, with written indications of support by ten or more members, shall be given
           at least three months before an Annual General Meeting of BSTEP, and the item shall then be
           circulated to all members at least two months before such a meeting.
     (b)   The support of at least two-thirds of the Members voting at the Annual General Meeting shall be
           required for adoption of the constitutional change, which shall then be incorporated into a revised
           Constitution of BSTEP.

5.   INTERPRETATION OF THE CONSTITUTION

     (a)   Questions arising as a result of the interpretation of the constitution or any other related matter
           which is not contained herein, shall be submitted to the Board for interpretation and decision making.
     (b)   Decisions taken by the board shall be final and any such decision which is inconsistent with the
           constitution or the South African laws and any legislation applicable to BSTEP as a non profit
           organization shall be assumed null and void.

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     (c)   Any request for constitutional amendment shall be distributed 21 days prior to the AGM.

6.   DISSOLUTION OF BSTEP

     (a)   A motion to dissolve BSTEP may be proposed at any time by any group of Members (including the
           BOARD).
     (b)   Notice of such a motion, with written indications of support by thirty or more Members, shall be given
           at least three months before an Annual General Meeting of BSTEP and the item shall be circulated
           to all Members at least two months before such a Meeting.
     (c)   The support of at least two-thirds (2/3) of the Members present in person shall be required for
           dissolution of BSTEP.

7.   GENERAL

     7.1   Annual General Meetings and General Meetings

     (a)   The company shall hold its first annual general meeting within nine (9) months after each financial
           year. Not more than fifteen (15) months shall elapse between the date of one annual general
           meeting and that of the next. The time, date and place shall be determined by the directors.
     (b)   Other general meetings of the company may be held at any time.
     (c)   Annual General Meeting and other general meetings shall be held at such a time and place as the
           directors shall appoint or at such time and place as is determined unless directed by the courts.
     (d)   At annual general meeting and a meeting called for the passing of a special resolution, it shall be
           called by not less than twenty one calendar days notice writing and any other general meeting shall
           be called by not less than fourteen days notice in writing.
     (e)   Provided that a meeting of the company shall, notwithstanding the fact that it is called by shorter
           notice than specified in this article, be deemed to have been duly called if is so agreed by a majority
           number of the members having the right to attend and vote at the meeting, being a majority holding
           not less than 95 % of the total voting rights of all the members.

     7.2   Proceedings at General Annual and General Meetings

     (a)   The annual general meeting shall deal with and dispose of all matters prescribed by the Act,
           including the consideration of the annual financial statements, the elections of directors and the
           appointment of an auditor, and may deal with any other business laid before it.
     (b)   No business shall be transacted at any general meeting unless a quorum is present at the time
           when the meeting proceeds to business. A quorum is


                                                     17                        2006 BSTEP CONSTITUTION DRAFT 1
(c)   If within half an hour after the time for the meeting a quorum is not present, the meeting if convened
      upon the requisition of the members, it shall be dissolved; in any other case, it shall stand adjourned
      to a day not earlier than seven days and not later than twenty one days after the date meeting and if
      at such adjourned meeting a quorum is not present within half an hour after the time appointed for
      the meeting the members present in person or by proxy, shall be a quorum.
(d)   Where a meeting has been adjourned as aforesaid, the company shall upon a date not later than
      three days after adjournment sent a written notice by registered mail to each of the members of
      BSTEP company stating-

      1.    The time and place to which the meeting has been adjourned;

      2.    The matter before the meeting when it was adjourned; and

      3.    The ground for adjournment.

(e)   The chairman, if any, of the board of directors shall preside as chairman at every general meeting of
      the company.
(f)   If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the
      time appointed for holding the meeting or is unwilling to act as chairman, the member present shall
      elect on of their members to be chairman.
(g)   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 at the meeting at
      which the adjournment took place. When a meeting is adjourned, the provisions of articles (c) and
      (d) shall mutatis mutandis apply to such adjournment.
(h)   At any General Meeting, a resolution put to the vote of the meeting shall be decided on show of
      hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by
      the chairman or at least five (5) members of the meeting present or by proxy and having voting
      rights, unless a poll so demanded, a declaration by the chairman that a resolution has on the show
      of hands, been carried unanimously or by a particular majority or negatived, and an entry to that
      effect in the book containing the minutes of the proceedings of the company, shall be conclusive
      evidence of the fact, without proof of the votes recorded in favour of or against such resolution. The
      poll demanded for shall be withdrawn.
(i)   If a poll is duly demanded, it shall be taken in such a manner as the chairman directs, and the
      results of the poll shall be deemed to be the resolution of the meeting at which the poll was
      demanded. Scrutineers shall be elected to determine the result of the poll.

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(j)   In case of an equality of votes, whether on a show of hands or on poll, the chairman of the meeting
      at which the show of hands takes place, or at which a poll is demanded, shall be not be entitled to a
      second or casting vote and the resolution shall be deemed to have not been passed.
(k)   A poll demanded on the election of a chairman or on a question of adjournment, shall be taken
      forthwith. A poll demanded on any other question shall be taken at such times as the chairman of
      the meeting directs. The demand for a poll shall not prevent continuation of a meeting for the
      transaction of any business other than the question upon which the poll has been demanded.

7.3   Agenda for Board Meetings and any other meeting.

      The order of agenda for monthly Board meeting shall be as follows:

      (a)     Opening and Welcome
      (b)     Attendance and Apologies
      (c)     Matters Arising and Approval of Minutes
      (d)     Head of the Secretariat’s Report
      (e)     Reports of Standing Committees

              1.        Finance and Audit
              2.        Human Resource and Membership
              3.        Marketing and Communication
              4.        Fundraising Chairperson
              5.        Project Planning and Development
              6.        Strategic Planning and Partnership
              7.        Information Technology Infrastructure and Development
              8.        Business Development
              9.        Legal and Policy
      (f)    General

              1.        Announcements and Correspondence
              2.        Outstanding Business
              3.        New Business

      (g)     Date of New Meeting
      (h)     Closure




                                                 19                  2006 BSTEP CONSTITUTION DRAFT 1
8.    RECORDS

      At the end of each term of office, each board member or officer shall complete and transfer to the president
      all records complied during her term of office. The CEO or Chairman of the board shall in turn transfer these
      records to new officers within ten (10) days of new persons having been installed in their positions. The Said
      transfers must take place during the month of June in any election year.

9.    STANDING ORDERS

      (a)     The Board may from time to time issue Standing Orders for the regulation of its minor procedures or
              items subject to frequent change, provided that such Orders shall not be contrary to the Constitution
              of BSTEP.
      (b)     Standing Orders may be made, amended or repealed at any meeting of the Board, provided that
              notice of such an intention, with details, shall be given at a previous meeting of the Board.

10.   BOARD COMMITTEES

      (a)     In pursuit of its objectives the Board may establish Committees whose members may include non-
              members of BSTEP.
      (b)     The formation and dissolution of Committees shall be the prerogative of the Board, which shall
              appoint a Chairperson of each Committee who shall be a Member of BSTEP.
      (c)     Committees shall, wherever possible and appropriate, establish communication channels with
              interested organizations so that their recommendations will adequately reflect the needs and
              concerns of all persons who may be affected by them.
      (d)     Draft Reports of Committees (to which Committee members may attach minority dissenting
              opinions) shall in each case be considered by the Board and, if approved with or without
              modifications, shall normally be publicly released by the President on behalf of BSTEP.

11.   MEETINGS AND SCHEDULE

      (a)     The board shall be responsible for holding a minimum of twelve (12) monthly meetings during the
              fiscal year.
      (b)     Regular meetings shall be held at _________________time on the first Sunday of each month, with
              the exception of _______ and ___________. Special meetings may be scheduled by the Board
              Chairman in consultation with the CEO as needed.
      (c)     Extraordinary and other committee meetings can be held as and when required.



                                                        20                     2006 BSTEP CONSTITUTION DRAFT 1
12.   QUORUM

      (a)   A quorum must be present at any meeting at which business is transacted and no shall be or a vote
            is taken committing the organization to any proposal or action if a quorum is not present. Business
            can only be transacted at meeting when considerations under the clause 7.2 have been met.
      (b)   A quorum for any meeting is 50% attendance of all members according to the numerical composition
            of the committee

13.   PROXIES

      (a)   The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent
            duly authorized in writing, or, if the appointer is a body corporate, under the hand of an officer or
            agent authorized by the body corporate. A proxy need not be a member of the company. The holder
            of a general or special power of attorney, whether he is himself a member or not, given by a
            shareholder shall be entitled to attend meetings and to vote, if duly authorized under that power to
            attend and take part in the meeting.
      (b)   The instrument appointing a proxy and the power of attorney or other authority, if any, under which it
            is signed or a notarially certified copy of such power or authority shall be deposited at the registered
            office of the company not less than forty-eight 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 treated as valid. No instrument appointing a proxy shall be valid
            after the expiration of six (6) months from the date when it was signed, unless so specifically stated
            in the proxy itself, and no proxy shall be used at an adjourned meeting which could not have been
            used at the original meeting.
      (c)   The instrument appointing a proxy and the power of attorney or other authority, if any, under which it
            is signed, or notarially certified copy of such power of authority shall be deposited at the registered
            office of the company not less than forty-eight 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 treated as valid. No instrument appointing a proxy shall be valid
            after the expiration of six months from the date when it was signed, unless so specifically stated in
            the proxy itself, and no proxy shall be used at an adjourned meeting which could not have been
            used at the original meeting.




                                                      21                     2006 BSTEP CONSTITUTION DRAFT 1
      (d)    The instrument appointing a proxy shall be in the following form or as near thereto as circumstances
             permit:

             “…………BSTEP…………………………………….. (Pty) Limited

             I …Thabo Dithane…of …. BSTEP

             Being a member of the…BSTEP (Pty)…. Limited
             Hereby appoint ….Reiki…. of….. Khabonina
             Or failing ….Pat… of ….XX Micro

             as my proxy to vote for me and on my behalf at the annual general meeting ( as the case may be) of
             the company to be held on the ……23 Day of……… March 2006, and at any adjournment thereof as
             follows:

                                                                        In favour    Against     Abstain
               Resolution…….....................................
               Resolution……………………………….
               Resolution……………………………….


             (Indicate instruction to proxy by way of a cross provided above.)

             Unless otherwise instructed, my proxy may vote as he thinks fit.

             Signed this ……………..23 day of ………………..42 February 2005

14.   COMMITTEES

      The following committees shall be appointed by the Board of Directors after each election period for new
      board members. Standing Committees will meet as needed to conduct the business of the organization.

      Standing Committees

      1.     Executive
      2.     Finance and Audit
      3.     Human Resource and Membership
      4.     Marketing and Communication Strategic Planning
      5.     Fundraising
      6.     Project Planning and Development
      7.     Strategic Planning and Partnership
      9.     Information Technology Infrastructure and Development
      10.    Business Development

                                                                   22               2006 BSTEP CONSTITUTION DRAFT 1
11.     Legal Research and Policy


15.     DUTIES OF STANDING COMMITTEES

Annual Reports
All standing committee chairpersons shall make an annual report in writing at the final business meeting of
the organization year. The reports shall be submitted to the General or Recording Secretary for filing with
the minutes.

Records
At the end of each term of office, each committee chairperson shall complete and transfer to the President all
records compiled during her term of office.

RESPECTFULLY SUBMITTED THIS_____ DAY OF ______ 2006


       First Reading: ____ By May 30, 2006___________
       Second Reading: ___By June 15, 2006 __________
       Final Reading: ______By June 30, 2006__________


APPROVED THIS____ DAY OF ________, 2004




                                                 23                     2006 BSTEP CONSTITUTION DRAFT 1
24   2006 BSTEP CONSTITUTION DRAFT 1

								
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