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1 2 CONSTITUTION 3 OF THE 4 TRANS-ORANGE CONFERENCE 5 OF 6 SEVENTH

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 1
 2
 3                                         CONSTITUTION
 4                                            OF THE
 5                                   TRANS-ORANGE CONFERENCE
 6                                              OF
 7                                    SEVENTH-DAY ADVENTISTS
 8
 9                         Strikethroughs : Proposed Deletions on current constitution.
10                         Red Font: Proposed Insertions from the GC Model Constitution
11                         Green Font: CPC Proposed Amendments
12                         Blue Font: Ammendments voted for at the last session.
13   1.     NAME                                 Article I—Name
14
15          The name of tThis organisation shall be known as the TRANS-ORANGE CONFERENCE
16          OF SEVENTH DAY ADVENTISTS Seventh-day Adventists, hereinafter referred to as the
17          TOC confe rence.
18
19   2.     PURPOSE                              Article II—Purpose
20
21          The purpose of this confe rence the TOC is to facilitate the proclamation of the everlasting
22          gospel in the context of of our Lord and Saviour Jesus Christ, as symbolised by the three
23          angels’ messages of Revelation 14:6-12 to all peoples within its territory, leading them to
24          accept Jesus as personal Saviour and to unite with His Church, and nurturing them in
25          preparation for His soon return.
26
27   3.     RELATIONSHIPS                        Article III—Relationships
28
29          The TOC Trans Orange Confe rence is a part of the Southern Africa Union Conference of the
30          Seventh-day Adventists, Church (hereinafter referred to as the SAU), which in turn is a part
31          of the Southern Africa-Indian Ocean Division (hereinafte r referred to as the SID) of the
32          General Conference of Seventh-day Adventists, (hereinafter referred to as the Gene ral
33          Conference), a world church organisation; and all purposes, policies and procedures of this
34          confe rence the TOC shall be in harmony with the working policies and procedures of the SAU
35          and the Southe rn Africa-Indian Ocean Division and the General Conference of Seventh-
36          day Adventists SID. This Conference shall pursue the mission of the Church in harmony with
37          the doctrines, programmes, and initiatives adopted and approved by the General Confere nce in
38          its quinquennial sessions.
39
40
41   4.     TERRITORY                            Article IV—Territory
42
43          4.1    The Territory of this conference the TOC shall consist of
44
45                 4.1.1    a. Free State Province
46                 4.1.2    b. Gauteng Province
47                 4.1.3    c. Mpumalanga Province
48                 4.1.4    d. North West Province
49                 4.1.5    e. Limpopo Province
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50                 4.1.6     f. The Magisterial districts of the following towns in the Northern
51                          Cape Province
52                 4.1.7    g. Douglas
53                 4.1.8    h. Griquastad
54                 4.1.9    i. Kimberley
55                 4.1.10   j. Kuruman
56                 4.1.11   k. Postmansburg
57                 4.1.12   l. Salt Lake and Ritchie
58                 4.1.13   m. Sishen
59                 4.1.14   n. Warrenton
60
61   5.     PRINCIPAL OFFICE
62
63          The principal office for the transaction of the business of the TOC is located at 17 Louis Road,
64          Orchards, Johannesburg. The executive committee may in an emerge ncy change the location of
65          the principal office on a temporary basis.
66
67   6.     MEMBERSHIP                             Article V—Membership
68
69          The membership of this conference the TOC shall consist of such churches as have been or
70          shall be properly organised in any part of the geographic territory under its jurisdiction and
71          formally approved for membership by vote of the delegates at any regularly scheduled business
72          session.
73
74                                             Article VI—Bylaws
75          The voters of this conference may enact bylaws, and/or repeal them, and such bylaws may
76          embrace any provision not inconsistent with the constitution.
77
78
79                                                 Article VII—Dissolution and Disposition of Assets
80
81
82          This conference may be dissolved only by a two-thirds majority vote of the delegates
83          present and voting at any constituency meeting. In the event of the dissolution of this
84          confe rence, all assets remaining after all claims have been satisfied shall be transferred to
85          a legal entity authorized by the Southern Africa-Indian Ocean Division of the General
86          Conference of Seventh-day Adventists.
87
88
89                                                 Article VIII—Amendments
90
91          This constitution shall not be amended except to conform to the model local conference
92          constitution when it is amended by action of the General Confe rence Executive Committee
93          at an Annual Council. This conference shall ame nd its constitution from time to time at
94          regularly called constituency meetings, any such changes to conform to the model local
95          confe rence constitution. The conference executive committee may recomme nd to the
96          General Conference, through the Southern Africa Union Conference/Union Mission and
97          the Southe rn Africa-Indian Ocean Division of the General Conference of Seventh-day
98          Adventists, amendme nts to the model constitution.
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 99
100
101
102                                     BYLAWS OF THE
103                              TRANS ORANGE CONFERENCE OF
104                                SEVENTH-DAY ADVENTISTS
105
106                                               Article I—Principal Office
107
108          The principal office for the transaction of the business of the TOC Trans Orange Conference
109          is fixed and located at 17 Louis Road, Orchards, Johannesburg. The executive committee may
110          in an emergency change the location of the principal office on a te mporary basis.
111
112                                               Article II—Constituency Meetings
113
114   7.     BUSINESS SESSIONS
115
116
117   7.1    Regular Business Session Sec. 1. Regular Meeting: This conference shall hold a regular
118           (triennial) quinquiennial (seek counsel with SID) constituency meeting at such time and
119          place as the executive committee of the confe rence shall designate. The constituency
120          meeting shall review performance of the conference for the previous term, facilitate
121          planning for the next triennial te rm, elect officers, constitute committees, and transact
122          such othe r business as it may deem appropriate.
123
124          Notice of the time, place and agenda of the business session of delegates representing the members
125          shall be given by:
126
127                 7.1.1 a. A notice printed in the official publication of the SAU or the TOC at least four
128                         (4) weeks before the date of the business session; or
129
130                 7.1.2 b. A method approved by the TOC executive committee.
131
132          Sec. 2. Special Meeting: a. The executive committee of this conference shall call a special
133          constituency meeting, at a time and place it deems proper whe n:
134          1) It is voted by the executive committee, or
135          2) It is voted by the delegates at any constituency meeting, or
136          3) It is requested by( 51%) percent of the churches of the conference through their church
137          boards, or
138          4) It is voted by the union committee, division committee, or General Conference
139          Executive Committee.
140          b. The union committee or the division committee may call a special constituency meeting
141          of the conference.
142          c. The agenda for special constituency meetings shall be included in the notice of the meeting.
143          d. The time and place of special constituency meetings shall be given in the same manner as for
144          regularly scheduled constituency meetings.
145
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146          7.2     Business Session Agenda
147
148          7.2.1   All Administrators and Departmental Directors shall prepare and render reports on the
149                  scope of work and their offices’ respective contribution to the adva ncement of the TOC
150                  purpose as per Article 2 of this Constitution, at the Regular Business Session, which
151                  reports shall be distributed to the delegates at least four weeks prior to the Business
152                  Session.
153
154          7.2.2   The Business Session shall review performance of the conference for the previous term,
155                  facilitate planning for the next triennial term, elect officers, constitute committees, and
156                  transact such other business as it may deem appropriate.
157
158          7.3     Special Business Session
159
160                  7.3.1   The TOC executive committee shall call a special business session at a time and
161                          place it deems proper when :
162
163                           7.3.1.1 it is voted by the executive committee, or
164
165                           7.3.1.2 it is voted by the delegates at any business session, or
166
167                           7.3.1.3 it is requested by 51% of the churches of the TOC through their
168                           church business meetings and such requests to be contained in a duly signed
169                           letter by the Local Pastor, Elder and Church Clerk of the relevant church
170                           together with a Church Business Meeting Minute authorizing such a call ; or
171
172                           7.3.1.4 it is voted by the SAU executive committee, SID Executive Committee
173                           or General Conference Executive Committee; or
174
175
176                  7.3.2   The purpose for which a special business session is called shall be stated in the
177                          notice of the session.
178
179                  7.3.3   The time and place of the special business session shall be given in the same
180                          manner as for regularly scheduled business sessions.
181
182
183          7.4     Quorum Sec. 3. Quorum: At least fifty-one percent (51%) of the regular delegates
184                  elected in accordance with 8.1.1 authorized he reinafter under Section 1. of Article III
185                  must be present at the opening of any regular or special business session constituency
186                  meeting to constitute a quorum for the transaction of business. Once the meeting is
187                  declared open, the delegates remaining present shall constitute a quorum.
188
189          Sec. 4. Proxy Voting: All delegates must be present in person at any constituency meeting
190          in orde r to be eligible to vote. There shall be no voting by proxy.
191               .
192          Sec. 5. Voting Rights of the Delegates: Each delegate appointed to act on behalf of the
193          members of TOC this conference shall be entitled to one vote. The voting rights of the
194          individual delegates representing the members as hereinafter provided shall be limited to the
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195          particular business session of TOC constituency meeting of the conference in which they have
196          been designated to represent a local church, an institution, the SAU Southern Africa Union
197          Conference, the SID Southe rn-Indian Ocean Division or the General Confe rence of
198          Seventh-day Adventists.
199
200          Sec. 6. Election/Appointment and Term of Office: All office rs and membe rs of the
201          executive committee who are not ex officio me mbers shall be elected by the delegates at
202          the regular meeting of the conference constituency and shall hold their offices until the
203          next regular meeting of the conference constituency, unless they resign or are re moved
204          from office, for cause, by the executive committee/a special constituency meeting. The
205          election/appointme nt of departmental directors, associate departmental directors,
206          associate secretaries, or associate treasurers, if not determined by the delegates at the
207          confe rence constituency meeting, s hall be referred to the executive committee.
208          7.5 Voting
209
210                 7.5.1   Participation and Voting Rights of the Delegates
211
212                         .
213
214                 7.5.2   Proxy Voting
215
216                         All delegates must be present in person at any business session in order to be
217                         eligible to vote. There shall be no voting by proxy.
218
219                 7.5.3   Voting Procedure
220
221                         Voting shall normally be by a show of hands, unless otherwise determined by a
222                         majority vote of the delegates present but the election of officers shall be by
223                         secret ballot.
224
225         7.6             Election/Appointment and Term of Office
226
227                         All officers and members of the executive committee who are not ex- officio
228                         members shall be elected by the delegates at the regular business session of the
229                         TOC and shall hold their offices until the next regular business session of the
230                         TOC, unless they resign or are removed from office by the executive committee
231                         or a special business session.
232
233         7.7     Sec 7. Conference Institutions
234
235                 Boards of conference institutions shall be elected at a regular constituency meeting
236                 business session of the TOC or by the TOC Exco as directed by the constituency
237                 meeting. Heads of conference institutions shall be recommended by the boards of the
238                 institutions and appointed by the TOC executive committee. Such appointments shall
239                 take place after each regular business session of the TOC.
240
241
242
243
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244   8.     REPRESENTATION                        Article III—Representation
245
246                  Regular delegates and delegates at large shall represent the interests of the TOC
247                  constituency at any business session of the TOC.
248
249          8.1     Representation Sec. 1. The delegates at any constituency meeting of this
250          confe rence shall be regular delegates and delegates at large.
251
252          8.1.1 a. Regular Delegates:       All delegates duly accredited by any one of the organised
253          churches of the TOC conference. Each church shall be entitled to one (1) delegate for the
254          organisation and one (1) additional delegate for each 300 (three hundred) members or major
255          fraction thereof and who hold membership in the local church which accredits them.
256
257
258
259   8.1.2.1 b. Delegates at Large
260
261   8.1.2.2 1) All members of the TOC executive committee of the confe rence.
262
263   8.1.2.3 2) All members of the executive committee of the Southern Africa Union Mission/Union
264           Conference who may be present at any constituency meeting of this conference.
265
266   8.1.2.4 3) All employees holding credentials or ministerial licenses issued by the TOC.
267
268   8.1.2.5 4) Members of the SID Executive committee and members of the General Conference
269           Executive Committee who may be present at any business session of the TOC constituency
270           meeting of this conference. The number of such delegates representing the General
271           Conference of Seventh-day Adventists shall not exceed ten percent (10%) of the total number
272           of delegates otherwise provided for.
273
274          5) Such othe r persons as may be recomme nded by the executive committee and accepted
275          by the delegates in session. The numbe r of such delegates shall not exceed ten pe rcent of
276          the total numbe r of regular delegates provided for hereinabove.
277
278          Sec. 2. All delegates appointed to represent the me mbers of this conference at any
279          constituency meeting shall be membe rs in regular standing of the Seventh-day Adventist
280          Church.
281
282
283
284          8.1.3   Special Delegates
285
286                  Special Delegates shall consist of such other persons as may be recommended by the
287                  executive committee and accepted by the delegates in session. The number of such
288                  delegates shall not exceed ten percent (10%) of the total number of regular delegates
289                  provided for hereinabove. (Delete. SEE POINT 5 ABOVE)
290
291   8.1   Church Membership Requirement
292
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293                   All delegates appointed to represent the membe rs of this confere nce at any
294                   constituency meeting shall be me mbers in regular standing of the Seventh-day
295                   Adventist Church. (Delete. SEE SECTION 2 ABOVE)
296
297
298
299   SESSION COMMITTEES                           Article IV—Committees
300
301          9.1     Sec 1. Organizing Committee. a. The organising committee shall be constituted as
302          follows : Each church represented at the business session constituency meeting shall elect or
303          empower its delegation to choose, one (1) member plus one additional member for each 500
304          (five hundred) members or a major fraction thereof.
305
306                 9.1.1
307
308                 9.1.1.1
309
310
311
312          9.1.1.2 b. The ranking officer chair of the organizing committee shall be the president of the
313          Southern Africa Union or his designee,. shall serve as chairperson.
314
315                  9.1.2 c.        The organising committee shall nominate and the business session
316          constituency shall elect: for the duration of the session.
317
318                           9.1.2.1 1) A nominating committee
319                           9.1.2.2 2) A constitution committee
320                           9.1.2.3 3) Other committees as may be necessary.
321
322                 9.1.3 d. Members of the organising committee shall be chosen at or prior to
323                       the business session constituency meeting.
324
325                9.1.4 e. If the organising committee is to meet prior to the business session constituency
326          meeting, the time and place of the meeting shall be given in the official notice of the meeting.
327
328   9.2     Sec 2. Nominating Committee: The nominating committee shall consist of at least twenty-
329           one (21) and not more than twe nty-seven (27) twenty- five (25) members, including the
330           ranking officer of the president of the SAU or his designee, who shall serve as the chair
331           chairperson. The membership of the committee shall be bala nced, as nearly as possible,
332           between denominational employees and laypersons representing various segments of the work.
333           Provided that each district shall be entitled to designate at least one delegate as a member
334           of the Nominating Committee.
335
336
337
338          Sec 3. Standing Constitution and Bylaws Committee: The constitution and bylaws
339          committee shall include an officer of the Southern Africa Union Conference, and shall be
340          chaired by the secretary of TOC the local confe rence, or his/her designee. This committee
341          shall function between the regularly scheduled constituency meetings and shall submit its
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342          reports and detailed recomme ndations through the confe rence executive committee to the
343          next regular constituency meeting
344
345   9      A standing constitution committee shall be appointed at the first executive meeting after the
346          session to function according to 10.3.5.
347          9.3
348   .
349          Sec. 4. Voting: The election of office rs and the voting on all other matters of business shall
350          be by viva voce secret ballot unless otherwise determined by a majority vote of the
351          delegates present.
352
353
354
355   EXECUTIVE COMMITTEE                         Article V—Executive Committee
356
357   10     Sec.1. Members hip: of Executive Committee The executive committee of the TOC Trans
358          Orange Conference shall be elected at its regularly scheduled business session constituency
359          meeting and shall consist of not more than twenty-seven (27) members. The president,
360          secretary, treasurer, and vice president(s) shall be members ex officio of the executive
361          committee.
362
363
364          10.1.1 The following persons shall be ex-officio members of the executive committee:
365                 10.1.1.1      President
366                 10.1.1.2      Secretary
367                 10.1.1.3      Treasurer
368
369          Sec 2 10.1.2 The remaining membership of the executive committee shall be made up as
370          follows:
371                 10.1.2.1    a. all full-time Departmental Directors
372                 10.1.2.2    b. a head of one of the conference institutions
373                 10.1.2.3    c. four Practicing Pastors
374                 10.1.2.4    d. One lay representative for each District
375
376
377          10.1.3 Sec 3 The officers of the SAU Southern Africa Union, of the SID Southern-Indian
378          Ocean Division and of the General Conference of Seventh-day Adventists are me mbers ex-
379          officio of the local conference executive committee; members. Hhowever, their membership
380          shall be in addition to the number detailed above. Any such officers exercising their voting
381          rights at any one meeting shall not make up more than ten percent 10 percent (10%) of the
382          committee membership present.
383
384
385            10.2 Sec 4. Delegated Authority: The executive committee of this conference the TOC is
386          delegated the authority to act on behalf of the constituents members between regular business
387          sessions, including the authority to elect or remove for proper cause officers, directors of
388          departments/services, boards and committee members.
389
390
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391         10.3 Sec 5. Administrative Authority: The executive committee shall have full administrative
392         authority to :
393
394                 10.3.1 a. Fill for the current term any vacancies that may occur by death, resignation, or
395                        otherwise, in its boards, committees, departments, or in offices which have been
396                        filled by the business session. If a new president is to be elected, the ranking
397                        officer of the Southern Africa Union Conference SAU or designee, shall serve
398                        as chairperson of the executive committee.
399
400
401
402                 10.3.2 b. Employ pastors, secretaries, teachers, and other persons as deemed necessary
403                        for the work of the TOC.
404
405
406
407                 10.3.3 c. Suspend, discipline or dismiss for proper cause any employee, subject to due
408                        processes and applicable legislative and policy frameworks
409
410                 10.3.4 d. Grant and withdraw credentials and licenses, provided that such a withdrawal
411                        shall require the consent of at least two-thirds majority of the executive
412                        committee.
413
414                 10.3.5 e. Appoint a standing constitution and policy committee. The standing
415                        constitution and policy committee shall function between the regularly
416                        scheduled business sessions and shall submit its reports and detailed
417                        recommendations through the TOC executive committee to the next regular
418                        business session. It shall also assist all of the auxillary organizations that are
419                        affiliated to the TOC in formulating/developing/drafting policies,
420                        procedures, and constitutions.
421
422                         f. Appoint the Conference Growth and Development Committee, with
423                         their terms of reference.
424
425                         g. To appoint committees, such as an administrative committee, with their
426                         terms of reference .
427
428                 Sec 6. Regular Meetings: The executive committee may schedule regular meetings at
429                 such times and places as it may determine.
430
431
432                 10.5.1 Sec 7. Special Meetings: Special meetings of the executive committee may be
433                        called at any time or place by the president or, in his absence by the secretary. In
434                        response to the written request of a majority of the members of the executive
435                        committee, a special meeting shall be called by the secretary.
436
437
438                 10.5.2 .
439
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440          10.6     Sec 8. Quorum: A quorum of the executive committee shall be 51% of the total
441                   membership of the executive committee
442
443          10.7     Sec 9. Attendance:
444                   Any committee member who fails to attend two consecutive executive committee
445                   meetings without an apology or a valid reason may be replaced by the TOC executive
446                   committee.
447
448   11.    OFFICERS                               Article VI—Officers
449
450          11.1 Sec 1. The Executive Officers: The executive officers of this conference the TOC
451          shall be a President, a Secretary, a Treasurer, and Vice-president(s) if elected. The Secretary
452          and the Treasurer may be one individual known as the Secretary-treasurer. It is the duty of
453          these officers, in consultation with one another, to carry forward the work according to plans,
454          policies, and programmes voted by the constituency business session and/or the conference
455          executive committee. These plans, policies, and programs shall be in harmony with the
456          doctrines and actions adopted and approved by the General Conference of Seventh-day
457          Adventists in its quinquennial sessions.
458
459                            a. President: The president, who shall be an ordained pastor of experie nce, is
460                   the first executive officer and shall report to the executive committee of the
461                   confe rence in consultation with the secretary and the treasure r. He shall act as
462                   chairman of the constituency meetings business sessions and the executive committee,
463                   and serve in the general interests of the TOC Trans Orange Conference as the business
464                   session constituency and the executive committee shall determine. In his leadership he
465                   shall adhere to the policies of the SAU Southern Union Confe rence, The Southern
466                   Africa Indian Ocean Division and the General Conference of Seventh-day
467                   Adventists, and work in harmony with the SAU executive committee, and in close
468                   counsel with the SAU officers.
469
470                   11.3.4 b. Secretary: The secretary, in association associated with the president as an
471                          executive officer, shall serve under the direction of the executive committee and
472                          shall act as vice-chairman of the executive committee. The secretary shall report
473                          to the executive committee of the conference after consultation with the
474                          president. It shall be the duty of the secretary to Kkeep the minutes of the
475                          business sessions confe rence constituency meetings and of the executive
476                          committee meetings, to 11.3.2 Ffurnish copies of these minutes to all members
477                          of the executive and to the SAU officers of the Southe rn Africa Union
478                          Conference. The secretary shall also be responsible for providing information
479                          as may be requested by the president or by the executive committee, and shall
480                          perform such other duties as usually pertain to the office.
481
482
483          11.4.1           c. Treasurer: The treasurer, in association associated with the president as an
484                   executive officer, shall serve under the direction of the executive committee. The
485                   treasurer shall report to the executive committee of the conference after consultation
486                   with the president. The treasurer shall be responsible for providing fina ncial leadership
487                   to the organisation which will include, but shall not be limited to receiving,
488                   safeguarding and disbursing all funds in harmo ny with the actions of the executive
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489                  committee; 11.4.2 for remitting all required funds to the SAU union, division and the
490                  General Conference in harmony with SAU Southern Africa Indian Ocean Division
491                  policy; 11.4.3 and for Providing financial information to the president and to the
492                  executive committee. The treasurer shall also be responsible for furnishing copies of
493                  the financial statements to the SAU Southe rn Africa Union officers. The treasurer
494                  shall operate bank accounts approved by the executive committee.
495
496          11.4    Sec 2. Other officers: Other individuals may serve as officers of the TOC, such as vice-
497                  president, associate secretary, and associate treasurer.
498
499          11.5    Annual Plans & Reports
500
501                  All Executive Officers and Departmental Directors of the TOC shall prepare annual
502                  plans and render annual reports, including audited annual financial statements, to the
503                  Executive Committee and the constituency on the performance of the Conference and
504                  Districts against set objectives.
505
506
507
508   12.    DIRECTORS OF DEPARTMENTS / ASSOCIATIONS / SERVICES
509
510                                        Article VII—Directors of Departme nts/Associations/Services
511
512                  Sec 1. Advisory Role: The directors of departments / associations / services of the TOC
513                  this conference shall work under the direction of the executive committee of the
514                  confe rence and the president. The directors and shall serve in an advisory capacity
515                  relationship to the conference.
516
517          7.2.3   Sec 2. All Administrators and Departmental Directors shall prepare and render
518                  reports on the scope of work and their offices’ respective cont ribution to the
519                  advancement of the TOC purpose as per Article 2 of this Constitution, at the
520                  Regular Business Session, which reports shall be distributed to the delegates at
521                  least four weeks prior to the Business Session.
522
523
524                  Sec 3. Annual Plans & Reports: All Executive Officers and Departmental Directors
525                  of the TOC shall prepare annual plans and render annual reports, including
526                  audited annual financial statements, to the Executive Committee and the
527                  constituency on the performance of the Conference and Districts against set
528                  objectives.
529
530         12.1     Sec 4. Departme nts/Services Structure: Conference departments/services shall be
531                  organized in harmony with the departmental/service structure of the General
532                  Conference, but shall not necessarily duplicate the departments/services in the SAU,
533                  division or General Conference.
534
535
536          11.6
537         12.2
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538
539         13.       OTHER ORGANISATIONS                Article VIII—Other Organizations
540
541            13.1       Sec 1. Unincorporated Organizations: The TOC Trans-Orange Confe rence may
542                       carry on its ministry through unincorporated subsidiary organizations. Annual general
543                       meetings of such organizations shall be held in accordance with the provisions of their
544                       constitutions.
545
546               13.2    Sec 2. Corporations: The TOC Trans-Orange Confe rence may form corporate bodies
547                       provided it obtains prior approval of the SAU Southe rn Africa-Indian Ocean
548                       Division. Annual general Members hip meetings and elections of boards of directors
549                       shall be held as provided by the constitution articles and bylaws of the corporations
550                       and in harmony with applicable laws.
551
552   14.         FINANCE                                Article IX—Finance
553
554                      14.1     Sec 1. Tithes and Offerings: 14.1.1 The church funds managed by the TOC
555                               this confe rence shall consist of such tithe, including direct tithe, as it shall be
556                               assigned by policy and as received from within its territory, and such gifts,
557                               legacies, bequests, devices, direct tithe, appropriations, reverted funds, and other
558                               donations as may be made to it.
559
560                      14.1.2   The executive committee is authorized to call for such special offerings and
561                               donations as it may deem necessary to execute the work in the Conference
562                               properly.
563
564   15           Sec 2. Policies: The portion of the Tithe which is reserved for this confere nce, as specified by
565                policy, and all other funds shall be used in harmony with the fina ncial policies of the Southern
566                Africa-Indian Ocean Division of the General Conference of Seventh-day Adventists; and in
567                the case of donations, their use shall be in harmony with specifications of donors and in
568                compliance with government regulations. Tithe is shared with the SAU union and division
569                and the General Conference on fixed percentages as set by the SID division executive
570                committee, and with the General Conference on fixed pe rcentages as set out and by the
571                Annual Council of the General Conference Executive Committee.
572
573                       14.2.1. Delegated Authority
574
575               The portion of the Tithe which is reserved for this conference, as specified by policy, and all
576               other funds shall be used in harmony with the financial policies of the General Conference; and
577               in the case of donations, their use shall be in harmony with specifications of donors and in
578               compliance with government regulations. Tithe is shared with the SAU and the General
579               Conference on fixed percentages as set by the SID and the Annual Council of the General
580               Conference.
581
582   16           Sec 3. Bank Accounts: The funds of the TOC this conference shall be safeguarded in
583                harmony with the financial policies of the Southern Africa-Indian Ocean Division of the
584                General Conference of Seventh-day Adventists. Monies shall be deposited in the name of the
585                Trans-Orange Conference of the Seventh-day Adventist Church, in regular or special accounts,
      TOC CONSTITUTION Model A ligned (2).doc                                          Page 13 of 19

586           in such banks or savings institutions, as the executive committee shall designate, and shall be
587           withdrawn only by persons authorized by resolutions of the executive committee.
588
589           Sec 4. Financial Statements: The Trans-Orange Confe rence shall annually prepare (seek
590           counsel) prepare annually appropriate statements of income and fund balances and shall
591           be responsible for the filing of any financial information directly with the Southe rn
592           Africa Union and the Southern Africa- Indian Division of the General Conference of
593           Seventh-day Adventists and, to the extent required by law, with any branch of local or
594           national governme nt.
595
596          Sec 5. Bank Account : Sub-organisations and Local Churches
597
598          The funds of the Sub-organisation and Local Churches shall be safeguarded in harmony with
599          the financial policies of the General Conference. Monies shall be deposited in the name of Sub-
600          organisations and Local Churches of the Seventh-day Adventist Church, in regular or special
601          accounts in such banks or savings institutions, as the Sub-organisation and Local Churches
602          shall designate, and shall be withdrawn only by persons authorized by resolutions of the
603          relevant committee of the Sub-organisation and/or Local Church Board.
604
605
606
607         16.1     Financial Statements
608
609                 The TOC shall prepare annual financial statements of income and expenditure. The
610                 treasurer shall be responsible for the filling of any fina ncial information directly with the
611                 SAU and the SID and, to the extent required by law, with any bra nch of local or national
612                 government.
613
614   15.    BUDGET, SALARY, REVIEW AND AUDIT
615
616
617
618                                                Article X—Budget, Salary Review, and Audit
619
620          15.1 Sec 1. Budget: The TOC Trans-Orange Conference shall prepare an annual budget in
621          harmony with the policies of the SAU Southern Africa Indian Ocean Division and SID of the
622          General Conference of Seventh-day Adventists.
623
624   15     Sec 2. Salary and Expense Review: The executive committee shall appoint an employee
625          remuneration committee of not more than seven (7) members, with the SAU treasurer or
626          designee serving as a chairperson, to review annually the salary and expense of al the TOC
627          employees and set salary rates for the subsequent year.
628
629   16     Sec 3. Independent Audit: All accounting records of the TOC this conference shall be audited
630          at least annually by an auditor designated by the General Conference Auditing Service; and An
631          audit report shall be compiled and presented by the TOC at its regular business session. All the
632          financial records of the TOC this conference or any of its subsidiaries , agencies, or institutions
633          shall at all times be open to the said auditor.
634
      TOC CONSTITUTION Model A ligned (2).doc                                          Page 14 of 19

635   16.    INDEMNIFICATION                        Article XI—Indemnification
636
637   16.1   The TOC shall indemnify any person who is serving or have served as a member of the
638          executive committee, or as an officer or departmental director of the TOC (and his executor,
639          administrator, and heirs) against all reasonable expenses (including but not limited to,
640          judgments, costs and legal fees) actually and necessarily incurred by him/her in connection with
641          the defense of any litigation, action, suit or proceedings, civil, criminal or administrative, to
642          which he/she may have been a party by reason of being or having been a member of the
643          executive committee, or an officer or departmental director of the TOC, except he/she shall
644          have no right to reimbursement for matters in which he/she has been adjudged liable to the TOC
645          for negligence or misconduct in the performance of his/her duties.
646
647          Sec 1. To the extent permitted by law, this conference shall inde mnify any pe rson who
648          was or is a party or is threatened to be made a party to a ny threatened, pending, or
649          completed action, suit, or proceeding, whethe r civil, criminal, administrative, or
650          investigative, because he/she is or was a me mber of the conference executive committee or
651          an officer, e mployee, or agent of the conference against expenses (including legal fees),
652          judgments, fines, and amounts paid in settlement actually and reasonably incurred by
653          him/her in connection with such action, suit, or proceeding if he/she acted in good faith
654          and in a manne r he/she reasonably believed to be in or not opposed to the best interest of
655          the conference, and, with respect to any criminal action or proceeding, had no reasonable
656          cause to believe his/her conduct was unlawful.
657
658
659   16     Sec 2. This right of indemnification shall be in addition to, and not exc lusive of, all other rights
660          to which such member of the executive committee, or an officer or departmental director may
661          be entitled to.
662
663
664   17.    AMENDMENTS                             Article XII—Amendments
665
666
667   Amendment, Revision, and Repeal: The bylaws of this conference which are essential to the unity
668   of the Church worldwide, and are designated in bold print s hall be amended or revised from time
669   to time in order to comply with changes to the Model Local Conference Constitution and Bylaws
670   as voted by the General Conference Executive Committee in its annual meetings. Such
671   amendme nts or revisions shall be approved by a two-thirds majority vote of the delegates present
672   and voting at any duly called constituency meeting of the local conference. Other sections of the
673   bylaws may be amended, revised, or repealed, in like manner, provided s uch changes are in
674   harmony with the spirit of the Model Local Conference Constitution and Bylaws, and have been
675   processed through the conference executive committee. Notice of any proposed changes to the
676   constitution and bylaws of this confe rence shall be given specifically in conjunction with the
677   publication of notice for the session.
678
679
680   17     Amendment, Revision and Repeal: The constitution of the TOC may be amended, revised and
681          repealed at any duly called business session by two-thirds (2/3) majority vote of the delegates
682          present and voting at any such business session of the TOC, provided that if it is proposed to
683          amend the constitution at any specially called business session, such changes to be in harmony
      TOC CONSTITUTION Model A ligned (2).doc                                        Page 15 of 19

684          with the spirit of the Model Conference Constitution and Bylaws. Notice of such proposed
685          amendments shall be given specifically in conjunction with the publication of notice for such
686          special business session.
687
688
689          17.1   Amendments to Sections Essential to World Unity
690
691          The sections of this Conference constitution which are essential to the unity of the Church
692          worldwide, and are designated in bold print in the Model Confere nce Constitution and Bylaws,
693          shall be amended or revised from time to time only in order to comply with c hanges to the
694          Model Conference Constitution and Bylaws as voted by the General Confere nce executive
695          committee in its annual meetings.
696
697
698                                             ARTICLE XIII ACQUISITION OF IMMOVABLE
699                                        PROPERTY, GIFTS AND LEGACIES
700
701          18.1   Sec 1. Trustee
702
703          Any immovable property bequeathed to, or acquired by, or on behalf of the TOC shall be held
704          in trust for the TOC by SEDCOM (Incorporated Association Not for Gain) (hereinafter referred
705          to as SEDCOM) to whom it shall be transferred in due form of law in its capacity as trustee for
706          the TOC.
707
708          18.2   Sec 2. Acceptance of Assets
709
710          Any gifts, legacies or bequests to or in favour of the Trans-Orange Conference of the Seventh-
711          day Adventist Church shall be sufficiently accepted, if accepted by SEDCOM and any other
712          gifts, legacies, or bequests, in so far as they consist of immovable property shall be transferred
713          to SEDCOM as trustee for the TOC in accordance with clause 18.1.
714
715          18.3   Sec 3. Powe rs of Administration
716
717          In its capacity as trustee of the TOC, SEDCOM, its council and trustees, shall have the power to
718          receive and collect any and all rental, income or interest which may accrue and/or be receivable
719          and to that end shall have power for the purpose of the administration of the trust to buy, sell,
720          let, deal with and/or hire immovable and movable property and to give and take transfer of the
721          same; to pay all rates, taxes, insurance premiums and any other charges on and pertaining to
722          such immovable and movable property; to buy and sell all and any shares or other assets and
723          securities; to pass and register and to cancel, cede and make over mortgage bonds; to institute
724          and defend legal proceedings in any competent court and to sign all documents which they may
725          deem desirable or required to give effect to the powers vested in such trustees and for such
726          purposes to appoint such attorneys and agents as they in their sole discretion may decide and to
727          recover from the TOC all expenses and disbursements and also any administrative expenses
728          which they may incur pursuant thereto.
729
730
731
732          18.4   Disposal of Assets
      TOC CONSTITUTION Model A ligned (2).doc                                      Page 16 of 19

733
734          Property held by SEDCOM on behalf of the TOC shall be alienated by SEDCOM as and when
735          authorised by a resolution of the executive committee of the TOC, agreeing to the same and/or
736          transfer of such property, provided that such authorization is in accordance with this
737          constitution, and also the constitution of SEDCOM.
738
739
740   18.    DISSOLUTION
741
742          19.1   Procedure
743
744          The TOC may be dissolved only by a two-thirds (2/3) majority vote of the delegates present and
745          voting at any regular or special session of the TOC, provided that if it is proposed to dissolve
746          the TOC at a special business session, notice of the proposal to dissolve shall be given in the
747          call for the business session.
748
749          19.2   Disposition of Assets
750
751                 19.2.1 Should the TOC terminate its activities, or should it be superseded by another
752                        organization, the decision to dissolve the TOC shall include instructions for the
753                        disposition or the administration of immovable and any other property, and
754                        SEDCOM, as the trustee shall have the power to act upon such instructions,
755                        provided that it is in accordance with its constitution.
756
757                 19.2.2 In the event of the dissolution of the TOC , all assets remaining
758                        after all claims have been satisfied shall be transferred to a legal entity
759                        authorized by the Southern Africa-Indian Ocean Division (SID) of the General
760                        Conference of the Seventh-day Adventists.
761
762
763                         SCHEDULE 1
764
765
766          1.     DISTRICTS
767
768                 1.1     Territorial Administration
769
770                         1.1.1   The Conference shall conduct its work in this territory through its
771                                 districts who in turn shall act in accordance with the model TOC District
772                                 Constitution. Each district to operate within a specific territory.
773
774
775                         1.1.2   The duly organised districts are :
776
777                                 1.1.2.1        Central Transvaal
778                                 1.1.2.2        Diamond Heritage
779                                 1.1.2.3        East Rand
780                                 1.1.2.4        Far West
781                                 1.1.2.5        Free State
      TOC CONSTITUTION Model A ligned (2).doc                                          Page 17 of 19

782                                 1.1.2.6         Golden West
783                                 1.1.2.7         Highveld
784                                 1.1.2.8         Lowveld
785                                 1.1.2.9         Mafikeng
786                                 1.1.2.10        North East
787                                 1.1.2.11        North West
788                                 1.1.2.12        Orange Vaal
789                                 1.1.2.13        Vhe mbe
790                                 1.1.2.14        West Rand
791
792
793                         1.1.3   Territorial adjustment of the districts shall be effected by
794                                 the executive committee, at least four (4) weeks before the
795                                 business session.
796
797                 1.2     District Directors
798
799                         1.2.1   The executive committee shall elect district directors to assist with the
800                                 general administration of the work in the various districts of the
801                                 Conference.
802
803                         1.2.2   The district directors shall serve as chairpersons of the district
804                                 management board operating in their respective territories.
805
806                         1.2.3   The district director shall present a report of the work in his district at the
807                                 directors’ meeting chaired by the president / his fellow officer. This
808                                 meeting will take place three (3) times a year at such time as the
809                                 president shall decide.
810
811
812              1.3 District Management Board
813
814                         1.3.1   The District Management Board shall manage all district programs and
815                                 activities aimed at the fulfillment of the gospel commission in the
816                                 districts.
817
818
819                         1.3.2   The District Management Board and District Director shall report to and
820                                 work in close conjunction and co-operation with the Executive
821                                 Committee of the Conference. It shall adhere to the policies of the Union
822                                 Conference and the General Conference.
823
824                         1.3.3   District Management Board shall be comprised of :
825
826                                 1.3.3.1     one elder from each organised church of the
827                                             district
828                                 1.3.3.2     all the pastors in that district
829                                 1.3.3.3     lay representative in the TOC Executive Committee
830                                 1.3.3.4     all district council leaders.
      TOC CONSTITUTION Model A ligned (2).doc                                           Page 18 of 19

831
832                                  The Conference officers are ex-officio members of district management
833                                  boards.
834
835
836                      1.3.4    The District Management Board shall elect the secretary and the treasurer,
837                               who together with the District Director, lay representative of the district to
838                               the TOC Executive Committee, one lay representative representing each
839                               zone in the district and the pastors shall constitute the District Executive
840                               Committee.
841                      1.3.5    The District Executive Committee shall act on behalf of the District
842                               Management Board between the District Management Board meetings in
843                               furtherance of the objectives as stated in the respective District
844                               constitutions.
845
846                      1.3.6    The District Management Board shall have the full authority to:
847
848                               1.3.6.1 fill   any      vacancies     that      may     occur      by     death,
849                                       resignation or otherwise, in the district council leadership;
850
851                              1.3.6.2    withdraw      from    serving   as     council    leader   any
852                      such     leader    who     may be        proved   to     be   in    violation   of
853                      the principles and policies of the Seventh-day Adventist Church, by deed, word, or
854                      precept;
855
856                              1.3.6.3 nominate a district representative to the TOC Executive Committee
857
858                     1.3.7    The district management board shall meet o nce a quarter at such time and
859                              place as the district director shall decide. The district council leaders shall be
860                              expected to render reports of the activities of the council at such meetings.
861
862            1.4   Organisation of districts
863
864                     1.4.1      For the purpose of organised ministry, the districts shall be
865                                organised into following ministries :
866                                1.4.1.1    Adventist Men Council
867                                1.4.1.2    Adventist Youth Council
868                                1.4.1.3    Children Ministries
869                                1.4.1.4    Community Service Council
870                                1.4.1.5    Dorcas Federation
871                                1.4.1.6    Education Council
872                                1.4.1.7    Evangelism Council
873                                1.4.1.8    Health and Temperance Council
874                                1.4.1.9    Stewardship Council
875                                1.4.1.10 Women Ministries
876                                1.4.1.11 Any such councils that the district manage ment board may
877                                           deem necessary
878
      TOC CONSTITUTION Model A ligned (2).doc                                     Page 19 of 19

879                     1.4.2      Each council shall comprise of members serving their churches in those
880                                respective departments.
881
882                     1.4.3      Various councils shall appoint leaders, whose term of office shall be
883                                prescribed by the various Conference departmental manuals, regardless
884                                of whether or not they are re-elected in their local churches.
885
886            1.5        The district council leaders shall be members of the Conference council organized
887                       by each respective Conference departmental director.
888
889

				
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