THE CONSTITUTION OF THE BOTANICAL ARTISTS ASSOCIATION OF SOUTHERN AFRICA
1. TITLE
The name and title of this body (hereinafter referred to as “The Association”) shall be THE BOTANICAL ARTISTS ASSOCIATION OF SOUTHERN AFRICA or in its shortened form BAASA.
2. MISSION STATEMENT
The Botanical Artists Association of Southern Africa shall be a non-profit organisation committed to the promotion and development of botanical art and the scientific and artistic traditions based on this art form.
3. AIMS & OBJECTIVES
a. To promote and develop the artistic standards of the members, thus enhancing the prestige and standing of the Association and its members, both nationally and internationally.
b. To encourage and facilitate the on-going training and education of the members.
c. To encourage participation in exhibitions both locally and internationally.
d. To assist in providing resources and means for members to exchange news, ideas, information and promotion of art works.
e. To further general awareness amongst the public of the value of botanical art.
f. To encourage members to portray and record indigenous South African plants, especially endangered species.
g. To sponsor and organize such associated activities as shall, in the opinion of each regional branch, further the aims and objectives of the Association.
4. STRUCTURE OF THE ASSOCIATION
NATIONAL
a) The Association shall comprise of a number of regional branches, all working collectively but also independently of each other.
b) The current Chairpersons of the branches of each region shall form a National Executive Committee to decide on any issues common to all regions.
c) The National Executive Committee members should have regular contact with each other, and should exchange all minutes of meetings and newsletters. They should meet formally by whatever means is the most practical, on at least one occasion per annum, but may call such meetings as may be deemed necessary.
d) The National Executive Committee shall arbitrate on matters of national interest within the Association, and any other matters common to its regional activities and those of its members.
REGIONAL
Committee: The Committee shall consist of up to eight persons, who shall be full members, and shall include a:-
a) Chairperson
b) Vice Chairperson
c) Secretary
d) Treasurer
The Committee shall have the power to co-opt up to two additional members irrespective of whether there is any vacancy in the Committee. These co-opted Committee Members shall have full voting rights on the Committee.
5. FINANCIAL YEAR
The financial year of the Association shall be from 1st January to 31st December.
6. ANNUAL GENERAL MEETING
The agenda of the Annual General Meeting shall be:
1. To read and confirm the minutes of the previous Annual General Meeting.
2. To present the Chairperson’s Annual Report.
3. To present the audited financial statements.
4. To appoint an honorary auditor for the ensuing year.
5. To elect the four office bearers for the ensuing year.
6. To discuss other relevant business.
RULES AND DEFINITIONS
7. DEFINITIONS
In the interpretation of these rules, the following terms, expressions and words shall have the meaning here given unless inconsistent with the subject or context.
7(a) Officers of the Association shall consist of the Chairperson, Vice-Chairperson, Secretary and Treasurer.
7(b) Due notice of an Annual General Meeting or of an Extraordinary General Meeting shall include the place, time, date and agenda of the meeting. For such meetings, the secretary shall take reasonable measures to inform every member of the Association at least 30 days before the said date. Due notice in the case of Committee meetings shall be at least 7 days before the said date and can be stated within the minutes of the previous Committee meeting. In the case of all other meetings of the Association, such as monthly meetings, outings or workshops, a notice in the newsletter shall be considered sufficient. Notification shall be by post, email, or fax.
7(c) A quorum shall consist of the required number of full members or members of Committee being present within thirty minutes of the duly notified time of meeting.
A quorum of a Committee meeting shall consist of four members.
A quorum of any General Meeting of the Association shall consist of ten fully paid-up members.
7(d) In the absence of a quorum at any meeting the meeting shall stand adjourned. Due notice shall be given of the date, time and place of the adjourned meeting and members attending such a meeting shall constitute a quorum.
7(e) A Ballot shall consist of a questionnaire expressed in such a manner that each question or choice can be appropriately answered by a single negative, affirmative, deletion or X. Mail and email responses must be received by the secretary by the specified date.
8. MEMBERSHIP
Application for membership: Every person desiring to be admitted to the Association must fill in the Association’s membership form and submit it to the relevant regional Treasurer with the required membership fee, which shall be retained by that region.
9. Nominations for REGIONAL Committee
9(a) Nominations for election to the incoming Committee shall be called for by the Secretary at least 30 days prior to the date of the Annual General Meeting. Each nomination paper shall state the names of the candidates and shall bear the signature of the proposer and seconder and be subject to the written consent of the candidates.
9(b) Only such candidates as shall be fully paid up members of the Association shall be accepted for nominations.
9(c) Nominations may also be made at an Annual General Meeting by those members eligible to vote, provided that the member nominated is present at the meeting and signifies consent to being nominated.
10. ELECTION OF COMMITTEE
The Committee shall be elected by vote of the members present at an Annual General Meeting. Each full member, shall be permitted as many votes as there are vacancies to be filled but shall not be permitted to record more than one vote for any particular candidate.
11. RETIRING COMMITTEE
Members of the Committee shall each retire at the end of a term of service of one year and shall be eligible for re-election.
12. APPOINTMENT OF OFFICERS
12(a) At the first meeting of the Committee following the election, the Committee shall appoint the necessary officers.
12(b) No member who has held the office of Chairperson or Vice-Chairperson for two consecutive years shall be eligible for election to that same office until a further period of one year shall have elapsed.
13. POWERS OF THE COMMITTEE
13(a) The Regional Committee shall
1) have the power to recommend changes to any Bye-law of the Association. Such action shall be recorded in the minutes of the Committee and circulated to the other Regional Committees for consideration. Amendments shall be submitted at the next Annual General Meeting for ratification.
2) have the power to institute and defend any legal proceedings in the Association’s name, and perform all legal acts and execute such legal documents as may be necessary.
3) have the power to arrange terms of reciprocity and affiliation with other associations should they consider it to be in the interests of the Association.
4) have power to fill any vacancy in their number caused by accident, illness, resignation, departure or death. Such appointment shall be until the next Annual General Meeting.
5) have the power to enquire into any case of alleged misconduct or misdemeanour on the part of any member of the Association as may pertain to the activities of the Association. If deemed desirable by a majority of the Committee, the name of the offender shall be struck from the roll of membership.
6) give the Chairperson the casting vote at all meetings of the Association.
7) to do all such things as may be deemed appropriate for the well-being of the Association and its members.
8) be able to open bank accounts for the purpose of depositing revenue and paying expenses of the Region and to invest savings resulting therefrom. Signatories for withdrawals from such bank accounts will be two members of the committee, signing together.
9) have due control over costs of a national nature, e.g. website costs.
14. EXTRAORDINARY GENERAL MEETING
Ten full members of the Association may at any time call for an Extraordinary General Meeting with 30 days written notice, for any purpose falling within the scope and functions of the Association. 30 Days written notice specifying the nature of the business to be discussed shall be given to the Secretary. Due notice shall be given of the meeting and no business other than that proposed shall be considered. The Committee may also call an Extraordinary General Meeting when considered necessary.
15. VOTING MAJORITY
In order to amend any portion of the Constitution and/or statutes, two thirds of the votes cast at a General Meeting or by postal ballot must be in favour of the proposed amendment or amendments. In all other cases a simple majority shall be sufficient.
16. RESPONSIBILITY OF THE COMMITTEE
No member of the Committee shall be liable in any way whatsoever for the acts or omissions of any other member of the Committee or any official or servant of the Committee or for any member of the Association.
17. ARBITRATION
If any dispute shall ever arise between members and the Committee or between members of the Committee, or between the Association and any other organisation, such dispute shall firstly be placed before the National Executive Committee for resolution. The decision of the National Executive Committee shall be final and binding upon all parties.
18. AMENDMENTS TO THE CONSTITUTION
Amendments shall only be made at an Annual General Meeting or an Extraordinary General meeting of the Association of which due notice has been given by the Secretary 30 days prior to such meeting.
19. DISSOLUTION
19(a) A Regional Branch may be dissolved if at least three quarters of the members present at a meeting especially convened for such purpose, are in favour of such a dissolution. Not less than 21 days written notice shall be given of such meeting and the notice convening the meeting shall clearly state that the question of dissolution of the Branch and the disposal of its assets will be considered. If there is no quorum at such a General Meeting, the meeting shall stand adjourned for 14 days and the meeting again announced to all members. The members attending the adjourned meeting shall constitute a quorum. Notwithstanding the above, a Regional Branch may only be dissolved by a majority decision of the National Executive Committee.
19(b) Upon dissolution of the Regional Branch, after the satisfactory settlement of all debts and liabilities, all remaining assets shall be donated to the remaining branches that have similar objectives and that can best benefit from the assets. The members at the dissolution meeting must distribute such proceeds, prorata to existing branches. With the dissolution of the last remaining branch, assets will be donated to a similar organization who can best benefit from such assets.
20 ADMINISTRATION OF REGIONAL GROUPS
20(a) Branches of the Association must be financially self supporting.
20(b) The administration of all subsidiary activities of the branch, including sub-committees for special events, shall be subject to the general control and supervision of the Branch Committee.
20(c) All matters of finance and financial control shall be controlled by the Committee and all sub committees must be fully accountable for all collections and payments to the Treasurer and to the Committee.
20(d) Members, Committees or Committee members of the Association shall not be entitled to cause or incur expenditure in the name of the Association without full knowledge and approval of the Committee and the Treasurer.
20(e) The National Executive Committee shall be empowered to call for financial statements from any region at any time.
20(f) Each region within the Association shall endeavour to stay within the budgeted limits agreed with its Branch Committee.
20(g) Any and all equipment, furniture, books, etc, acquired by the Committee out of its own funds or by gift from any donor shall be and remain the property of the region.
BYE LAWS
21 SUBSCRIPTIONS AND ENTRANCE FEES
21(a) The subscription fee shall be decided by the National Executive Committee
21(b) Entrance fees for monthly meetings or workshops shall be decided by the Regional Committee in the light of the Region’s financial position.
21(c) The Committee at branch level shall have authority to reduce the annual subscriptions for new members joining the Association part way through a financial year.
21(d) The Committee has the right to reduce or waive the fees of individual members.
21(e) Membership subscriptions are due on the 1st of January of each year.
21(f) The membership of any member whose subscription is not paid by the 28th February shall lapse.
