Constitution and by-laws

Constitution and by-laws (PDF)

August 2018

1. THE INSTITUTE          

Name

1.1    The name of the Institute is:

The Southern African Institute of Mining and Metallurgy (SAIMM) (the Institute).     

1.2    The Institute is and shall remain a corporate and autonomous body with perpetual succession and with the power and capacity consonant with the provisions of this Constitution of acquiring rights and incurring obligations and of acquiring, holding and alienating property of all kinds and of suing and being sued in its own name, independently of its members.

1.3    The income and property of the Institute shall not, directly or indirectly, be distributed to its members or any other person but shall be used by it or invested by it solely for use in the furtherance of its objectives, and no member shall, directly or indirectly, have any interest in the Institute. Substantially the whole of the activities of the Institute shall be directed to the furtherance of its main objective and not for the specific benefit of an individual member or minority group. The Institute shall not have any share or interest in any business, profession, or occupation carried on by its members.

Head Office

1.4    The Head Office of the Institute shall be in Johannesburg, Gauteng Province, South Africa.

Key objectives

1.5    The key objectives of the Institute are to:

• Identify, represent, and promote the common interests and needs of its members,
• Disseminate scientific and technical knowledge to the benefit of the mining and metallurgical industries, and
• Represent the interests of relevant professionals in the mining and metallurgical industries.

2. MEMBERSHIP

Membership

2.1    The Institute shall consist of Corporate and Non-corporate members, all of whom shall be entitled to speak at meetings of the Institute subject to the right to vote being limited to Corporate members.

Corporate membership

2.2    Corporate membership shall comprise the following categories:

• Honorary Life Fellow
• Fellow
• Retired Fellow
• Member
• Retired Member.

Non-corporate membership

2.3    Non-corporate membership shall comprise the following categories:

• Company Affiliate
• Honorary Fellow
• Associate
• Affiliate
• Student.

Requirements for categories of membership

2.4    The Council shall determine the requirements for the different categories of membership, to be contained in a By-law and published in the Journal of the Institute and such other means of publication as deemed appropriate by the Council.

Candidates for election and/or transfer

2.5    Applications for election to transfer into the different categories of membership shall be handled in accordance with the By-laws.

Notice to candidate

2.6    Every candidate for election to membership of the Institute, or for transfer from one category to another, shall be duly notified, in writing, by the Manager of the decision of the Council regarding his/her application.

Certificate of membership

2.7    The Council shall issue to every Fellow, Member and Associate a certificate showing the category to which he/she has been elected. Students shall be issued with proof of membership. A special certificate shall be issued to all Company Affiliates. Such certificates shall remain the property of and shall on request be returned to the Institute.

Letters of designation

2.8    A Corporate member of the Institute shall be entitled to use the following authorized letters designating his/her category of membership of the Institute:

Fellow:     FSAIMM
Member:   MSAIMM

2.8.1    No Corporate member shall adopt or describe himself/herself by any other description or abbreviation other than the authorized designation as above to indicate his/her category of membership in the Institute, nor is any person who is not a member of the Institute entitled to describe himself/herself as a member of the Institute or to make use of the above letters of designation.

Professional conduct

2.9    The Council shall have the right to either suspend from participation in the privileges of membership or to expel from the Institute any member who has been found guilty of a breach of the Code of Professional Conduct, this only after giving the member due notice and affording such member the opportunity of being heard.

Resignation/ re-admission

2.10    A member may resign from the Institute by sending his/her written resignation to the Manager, together with payment of any monies due. Any person who has so resigned may be re-admitted to membership at the discretion of the Council on payment of such fees as the Council may decide.

Forfeiture of rights

2.11    Cessation of membership of the Institute shall entail forfeiture of all voting and other rights and benefits of membership of the Institute.

Liability of members

2.12    The liability of members for the debts and engagements of the Institute shall be limited to the amount of any unpaid subscriptions.

Competent person status and SAMCODES

2.13    Competent Person/Valuator status in terms of the SAMCODES reporting codes may be ratified for members authoring public reports by a peer review process in accordance with the provisions of By-law G.

3. COUNCIL

The Council

3.1    Subject to the Constitution and in accordance with the provisions of the relevant By-laws, the management and administration of the affairs of the Institute and the power to carry out the key objectives, shall be vested in and exercised by the Council.

3.2    The fourteen (14) members of the Council shall be nominated, elected and/or removed annually in accordance with the provisions of the relevant By-laws and shall hold office until their successors have been elected.

3.3    A minimum of three (3) of the fourteen (14) elected members shall be persons who are not ‘connected persons’, as defined in the Income Tax Act, in relation to one another.

3. 4    No single person shall, directly or indirectly, control the decision-making power of the Institute.

Composition of the Council

3.5    The Council shall consist of the following elected, invited and co-opted members:

3.5.1    The President
3.5.2    The President-Elect
3.5.3    Senior Vice-President
3.5.4    Junior Vice-President
3.5.5    Immediate Past President
3.5.6    Honorary Treasurer
3.5.7    The fourteen (14) elected Corporate members
3.5.8    The Chairperson or the Vice Chairperson of the Young Professionals Council (the YPC), who shall not be entitled to vote on matters concerning the policy of the SAIMM if they are not Corporate members, and who shall also represent the interests of Associate and Student members of the Institute.
3.5.9    Those Past Presidents who, at the invitation of the Council, have signified in writing, by the date of the Council meeting immediately preceding the Annual General Meeting, their willingness to serve on the Council for the ensuing year.

3.6    The Council shall include the following ex-officio members:

3.6.1    The Chairperson of any Division formed under Clause 4.6.
3.6.2    The Chairperson of any Branch formed under Clause 4.5 and 4.6.
3.6.3    Representatives nominated by other professional organisations with whom the Institute shares common interests, shall be invited to attend the Council meetings in an observer role.

Members registered with ECSA

3.7       Only members of the Council who are registered with the Engineering Council of South Africa (ECSA) or its successor in title shall be entitled to vote on matters deemed by the Council to relate to the affairs of their respective registration category

Re-election of the Council members

3.8       Members of the Council, except Office Bearers, retire annually after conclusion of the AGM but shall be eligible for re-election in the same or another capacity.

Term of office

3.9       The Vice-Presidents and Honorary Treasurer shall each hold office in their respective capacities for one (1) year only but shall be immediately eligible for re-election to the same or any other office provided that no member shall be elected to the office of Vice-President for more than three (3) consecutive years.

Retirement of the Council Members

3.10       The remaining members of the Council shall retire annually but shall be eligible for re-election in the same or any other capacity. The manner of nomination and election of members of the Council shall be as set out in the By-laws.

Casual Council vacancies

3.11       The Council shall have the power to fill any casual vacancy on the Council. A member so elected shall hold office for the remaining portion of the relevant      year.

Co-opted Council members

3.12       The Council may, to ensure adequate representation based on the identified needs, such as diversity, and the balance of the practice areas of mining and metallurgy, nominate, elect and co-opt not more than six (6) additional Corporate members to the Council in accordance with the provisions of By-law B. Such additional members shall have the privileges and responsibilities of elected members of the Council and shall hold office for that current session.

Forfeiture of Council membership

3.13     Should any member of the Council or the Office Bearers Committee, be absent without prior approved leave from the relevant Chairperson, for more than two (2) consecutive meetings, he/she may, at the discretion of the Council, be requested to forfeit his/her seat on the Council.

3.14     Should any member of the Institute have reason to lodge a complaint against another member he/she must do so by referring it to the Complaints Committee.

3.15     A member of the Council, an Office Bearer or an Official of the Institute may be removed from office:

3.15.1    Should he/she be found to infringe any of the provisions of the Constitution or any of the By-laws;

3.15.2    Should he/she act in a manner which is detrimental to the interests of the Institute.

3.16     No member of the Council, an Office Bearer, or an Official of the Institute may be removed from office unless he/she has been afforded the opportunity to state his/her case personally at a meeting of the Complaints Committee or any other appropriate manner determined after consultation with the member..This must be done within a time frame stipulated by the Complaints Committee.

3.17     A member of the Council, an Office Bearer, or an Official of the Institute who has appeared before the Complaints Committee and who is dissatisfied with the decision of the Complaints Committee, shall have the right to appeal to the first ensuing meeting of the Council. Notice of appeal shall be submitted, in writing, in the prescribed format to the Manager within a period not exceeding thirty (30) days of the date on which the decision of the Complaints Committee was communicated to the person concerned. The decision of the Council in this regard shall be final.

Secretariat

3.18     The Council shall have the power to appoint and remunerate a Manager and other staff as may be required to effectively manage the Institute. The duties of the Manager and staff shall be set forth by the Council in letters of appointment. No remuneration,(as defined in the Fourth Schedule to the Income Tax Act 58 of 1962, as amended (’the Income Tax Act’) shall be paid to any employee, Office Bearer, member, or other person which is excessive, having regard to what it generally considered reasonable in the sector and in relation to the service rendered, and no person shall be economically benefitted in any way which is not consistent with the objects of the Institute.

Minutes

3.19     The Council shall cause minutes to be kept of the proceedings of all meetings of the Institute, the Council, and all various committees.

Assets and accounts

3.20     All assets and property of the Institute, both moveable and immovable, shall be vested in and registered in the name of the Institute. True accounts and asset registers shall be kept by the Institute. The Honorary Treasurer shall administer the funds of the Institute in accordance with the directives of the Council, to which he/she shall be responsible.

Donations/ MacArthur Forrest Memorial Fund

3.21     All donations received or that may be received for providing awards shall be held by the Institute in special Trust Accounts. The Council, in the name of the Institute, shall invest the monies. Changes in investment policy shall be implemented only with the consent of the Council. The yearly income from the Funds may be devoted to one or more of the following objectives:

3.21.1     Providing medals or other prizes as the Council may direct from time to time.
3.21.2     Providing any means whereby research in connection with mining and metallurgy may be stimulated and encouraged.

3.22     The Institute will receive the majority of its funding from conference fees, annual membership subscriptions, revenue from advertising or other fees, donations, and contributions.

Auditing of accounts

3.23     The accounts of the Institute shall be audited annually by the Auditor (-s) whose appointment shall be ratified by the members present at the AGM for the ensuing year based on the recommendation of the Council. No member or official of the Institute shall be eligible for the position of Auditor. Should the Auditor position become vacant it shall be filled by the next meeting of the incoming Council.

Annual Reports and Accounts

3.24     The Council shall submit, at each AGM, a report on the affairs of the Institute together with the audited Financial Statements as at 30 June of that year.

Signatories

3.25     All deeds, documents, and correspondence requiring execution on behalf of the Institute shall be signed by the President and Honorary Treasurer or by members of the Council or officials duly authorized by resolution of the Council.

Payments

3.26     No sum of money exceeding a limit set by the Council each year shall be paid except by order of the Council. On those occasions when an amount in excess of the set amount is required to be paid prior to the next Council meeting, then such accounts shall be approved by at least two of the Office Bearers and be confirmed by the Council at the following meeting. All payments shall be authorized by a minimum of two of the following signatories:

• President
• President-Elect
• Honorary Treasurer
• Senior Vice-President
• Junior Vice-President
• Immediate Past President
• Manager.

By-laws

3.27     The Council may frame By-laws, which must be consistent with the provisions of the Constitution, for the conduct of the business and the management of the affairs of the Institute. Such By-laws may, at any time, be added to, repealed, or amended by the Council. All members shall be notified of such alterations and/or additions in a manner to be decided upon by the Council.

Indemnity

3.28     Each member of the Council shall be accountable only in respect of his/her own actions and shall not be held accountable for any actions done or authorized to which he/she had not expressly assented. No members of the Council shall incur any personal liability in respect of any loss or damage incurred through any action or undertaking done in good faith, authorized, or suffered by him/her for the benefit of the Institute, even if in excess of his/her legal power.

Interpretation

3.29     In case of doubt as to the meaning and import of any portion of the Constitution and By-laws, the interpretation of the Council shall be binding upon the members.

3.30     The Council shall meet as often as deemed necessary for the proper execution of its duties, but not fewer than four times per year. In the period between meetings, urgent decisions may be taken in a manner prescribed for this purpose by the Council.

3.31     The Council shall cause a professional Journal to be published by the Institute in accordance with the By-laws.

4. SUBORDINATE STRUCTURES

Committees

4.1     The Council may establish Committees to perform some of the duties of the Council. Non-exclusive examples of such Committees are those for publications, event organisation, membership, and young professionals.

Branches

4.2     The Council may, at its discretion and upon receipt of a written request signed by twelve (12) Corporate members resident in a specific geographical area, create a Branch of the Institute in such a geographical area. The objectives of such a Branch shall be in accordance with Clause 1.5.

4.3     Branches will be subject to the provisions and requirements of By-law F, as amended from time to time

4.4     Branches will be subject to the provisions and requirements of By-law F, as amended from time to time

Divisions

4.4     The Council may form a Division or Divisions within the Institute to encourage the presentation of papers and discussions on technical subjects of specific professional interest to certain members of the Institute.

4.5     Divisions will be subject to the provisions and requirements of By-law E, as amended from time to time

Incorporation of comparable institutes

4.6     The Council may, upon receipt of a request to that effect from any organization with objectives comparable to those of the Institute, arrange for the incorporation of such organization into the Institute on such terms and conditions as may be agreed upon, provided that any such incorporation shall be subject to sanction by a Special General Meeting of the Institute convened for that purpose.

Trusts and Funds

4.7     The Council may, on its instruction cause the establishment of Trusts and Funds pursuant to the interests of the Institute

5. OFFICE BEARERS

            To be read in conjunction with the provisions of By-law B.

5.1     The Office Bearers shall consist of:

• The President;
• The President-Elect;
• The Senior Vice-President;
• The Junior Vice-President;
• The Immediate Past President; and
• The Honorary Treasurer.

Up to two (2) Corporate members may be co-opted to the Office Bearers Committee.

5.2     The Council shall have the right to co-opt up to two additional Corporate members to the Office Bearers Committee if good reason to do so exists.

5.3     Office Bearers shall advise the Council on matters related to the functioning of the Institute and the attainment of its goals.

5.4     In periods between the Council meetings, Office Bearers shall receive reports from the various Committees of the Institute on behalf of the Council and shall then report to the Council at the next Council meeting.

5.5     The Council may, as the only valid decision-making body of the Institute, delegate some or all of its powers to the Office Bearers Committee or any other Subordinate Structure of the Institute if such delegation of powers is considered to be in the best interests of the Institute. Any such delegation shall be valid only for the current session of the Institute or such shorter period as deemed appropriate by the Council

5.6     No member of Office Bearers, with the exception of the Honorary Treasurer, may be appointed to the same position for two years in succession. An Immediate Past President may not be re-appointed to Office Bearers in any position for the session immediately following the one in which he/she served as Immediate Past President.

5.7     In the event of an Honorary Treasurer serving as President of the Institute, he/she shall stand down as Honorary Treasurer for that session of the Institute and will be eligible to be re-appointed as Honorary Treasurer for the following year.

6. MEETINGS OF THE INSTITUTE

Venue

6.1     Meetings of the Institute shall normally be held in Johannesburg but may be held at such other places in Southern Africa as the Council may decide.

Annual General Meetings

6.2     The annual session of the Institute shall be from 1 July of any year to 30 June of the succeeding year. The Annual General Meetings of the Institute shall be held in August on a date decided by the Council to receive and consider the report of the Council, the audited Financial Statements, as well as the confirmation from the Auditor of the outcome of the voting process for the election of the Fourteen (14) members of the Council, the announcement of Clause 3.2 members of the Council and to conduct such other business as the Council may decide.

Special General Meetings

6.3     All meetings of the Institute, other than the Annual General Meeting shall be designated Special General Meetings, and only such business as that specified in the notices convening these meetings shall be transacted at such meetings.

6.3.1     The Council may, at any time, convene a Special General Meeting.
6.3.2     The Council shall convene a Special General Meeting within thirty (30) days on receipt of a written application of twenty (20) Corporate members provided such application specifies the objectives for which the meeting is required. If the Council fails to convene such a Special General Meeting within the prescribed period, any of the signatories to the request may convene the meeting. This may be held at any time within six (6) weeks of the receipt of the request by giving notice as hereinafter prescribed.

Notices of Annual/Special General Meetings

6.4     Notices convening Annual General Meetings and Special General Meetings shall be dispatched to members not less than fourteen (14) days prior to the dates decided for such meetings.

Omission of notice of Meetings

6.5     The accidental omission to give notice of any meeting of the Institute to any Corporate members shall not invalidate any resolution passed at such meeting.

Voting by proxy

6.6     A Corporate member unable to be present at any Annual General Meeting or Special General Meeting may vote by proxy. The person appointed as proxy shall be a Corporate member of the Institute and such appointment shall be duly made in writing and reported to the Chairperson of the meeting prior to the commencement of the meeting.

Amendments to the Constitution

6.7     Should the Council consider it expedient to propose any changes to the Constitution such as additions, alternations, or repeals and should not fewer than twenty (20) Corporate members express, in writing, to the Council, a desire for such changes, the same shall:

6.7.1      Be considered at a Special General Meeting convened for that purpose where, should it be necessary for the adoption of any amendment to the Constitution, not fewer than two-thirds of the votes cast must be in the affirmative, or
6.7.1      If deemed desirable by the Council, be submitted to all Corporate members for a decision by postal vote in the manner prescribed in the By-laws where, for the adoption of the proposed amendment, it shall be necessary that not less than twenty-five per cent (25%) of all members entitled to vote cast their votes and that not less than two-thirds of the votes cast shall be in favour of the amendment.

Winding up ofthe Institute

6.8  The Institute may be wound up and liquidated or amalgamated with any similar body by a resolution submitted to the Corporate members for decision by postal vote in the manner prescribed in the By-laws when, for the adoption of the resolution, it shall be necessary that not less than twenty-five per cent (25%) of all members entitled to vote, cast their vote and not less than two-thirds of the votes cast shall be in favour of the resolution. In submitting the resolution to members, it shall be necessary to provide that any surplus assets of the Institute, after satisfaction of its debts and financial obligations and liabilities, be vested in and become the sole property of an organization(s) designated by the Corporate members and which:

6.8.2         is non-profit;

6.8.3         has objectives similar to the Institute’s main object;

6.8.4         if so registered, is/are registered in terms of the Non-profit Organisations Act, 1997; and;

6.8.5         if the Institute is exempt from income tax, donations tax and estate duty, under the relevant laws of the country is/are:

6.8.5.1         another entity with similar objects which is approved in terms of section 10(1) (d)(iii) or (iv);
6.8.5.2         any similar public benefit organisation, which has been approved in terms of section 30 of the Income Tax Act;
6.8.5.3         any institution, board or body which is exempt from income tax in terms of section 10(1)(ca)(i) of the Income Tax Act, which has its sole or principal object the carrying on of any public benefit activity; or
6.8.5.4         any department of state or administration in the national or provincial or local sphere of government of the Republic, contemplated in section 10(1)(a) or (b) of the Income Tax Act.

BY-LAW A
MEMBERSHIP

Updated July 2023

A1       MEMBERSHIP COMMITTEE

A1.1 In accordance with Clause 2 of the Constitution, Council may delegate some or all of its duties and responsibilities related to membership to a Membership Committee.

A1.2 The Membership Committee shall be constituted annually and shall be chaired by a delegate nominated by the President and/or the Membership Committee, provided such a delegate is a member of the Membership Committee.

A1.3 The members of the Membership Committee shall be Corporate members of the Institute and shall have served at least one full term on the Council prior to being appointed to the Membership Committee.

A1.3.1 The Membership Committee may, to ensure adequate representation based on the identified needs, such as diversity, and the balance of the practice areas of mining and metallurgy, nominate, elect and co-opt not more than four (4) additional Corporate members to the Membership Committee in accordance with the provisions of By-law A. Such additional members shall have the privileges and responsibilities of elected members of the Membership Committee and shall hold office for that current session.

A1.4 A quorum shall consist of five (5) Corporate members.

A1.5 The Council shall have the right to request a member of the Membership Committee to forfeit his/her position or to resign if there is proof of unacceptable behaviour and/or that he/she is unable to perform his/her duties.

A1.5.1 The Membership Committee shall discuss and agree on the process to remove a member of the Membership Committee in the absence of the affected member of the Membership Committee.

A1.5.2. After consultation and engagement with the affected member of the Membership Committee, a request, in the form of a letter setting out the reasons for the recommendation, shall be submitted for consideration and finalisation to the Council.

A1.5.3 The Manager shall circulate the letter for consideration, comment and/or ratification to all members of the Council.

A1.5.4 Members of the Council shall be requested to approve or ratify this decision at the next meeting of the Council.

A2 REQUIREMENTS FOR CORPORATE MEMBERSHIP

A2.1 An Honorary Life Fellow shall be a person whom the Institute specifically desires to honour in consideration of services rendered to the Institute, to science or to industry. Honorary Life Fellows shall have all the privileges of Corporate members.

A2.1.1 The election of an Honorary Life Fellow shall take place at a Council meeting, due notice having been given at the preceding Council meeting of the Council's intention to nominate a person as an Honorary Life Fellow. The election shall require the majority vote of Corporate members of the Council present at a Council meeting.

A2.1.2 The election of an Honorary Life Fellow shall be announced at the following Annual General Meeting of the Institute.

A2.1.3 An Honorary Life Fellow will have all membership fees and subscriptions waived.

A2.2 A candidate for admission to or transfer into the category of Fellow shall:

A2.2.1 Have been a Member in good standing for five (5) years;

A2.2.2 Have a minimum of ten (10) years of relevant industry experience;

A2.2.3 Have, the last five (5) years, been practising in a senior position in the business of mining or metallurgical firms, or in governmental, educational, or research or consultancy organisations concerned with mining or metallurgy;

A2.2.4 Be practising in his/her profession at the time of his/her application;

A2.2.5 Submit to the Council:

1. 1. 1. 1. Details of all tertiary qualifications;
         2. Details of the positions and roles that he/she has filled in the previous ten years;
         3. Details of membership and activities with other professional organisations;
         4. Details of contribution to the mining and metallurgical industryabove and beyond the specific scope of his/her position
         5. Details of his/her continuous professional development; and
         6. Details of any involvement with the Institute;

A2.2.6 Be recommended by two (2) Corporate members who shall propose and support the application (the proposer and supporter must both be Fellows of the Institute);

A2.2.7 Satisfy the Council that he/she is a fit person to become a Fellow, and the Council shall be satisfied that his/her qualification, training, technical experience, and professional conduct and ethics justify such professional status.

A2.3 Where a candidate is a Fellow or equivalent of a professional organisation recognised by the Institute for this purpose, clause A2.2.1 and A2.2.6 shall not apply. The candidate shall:

A2.3.1 be a member in good standing with the recognised professional association at the time of the application; and

A2.3.2 be recommended by two (2) Fellows of the recognised professional organisation; and

A2.3.3 demonstrate significant contribution to or potential to contribute significantly to the Institute and/or the southern African minerals industry.

A2.4 A candidate for admission to or transfer into the category of Member shall:

A2.4.1 Hold a recognised tertiary qualification relevant to the minerals or associated industries and have a minimum of three (3) years relevant working experience post qualification; or

A2.4.2 Have a minimum of five (5) years relevant working experience in the minerals or associated industries and shall present evidence that indicates an individual level of educational achievement that is determined through case-by-case assessment to satisfy the education requirements prescribed by Council for membership. Evidence may include:

1. 1. 1. 1. Qualification(s) or credits towards qualifications not presented under A2.4.1
         2. Completion of examinations or other forms of assessment set or prescribed by Council; or
         3. Portfolio(s) of evidence of work and other outputs presented for assessment or;
         4. Other evidence of prior learning presented for assessment; and

A2.4.3 Be practising in his/her profession at the time of his/her application; and

A2.4.4 Be recommended by two (2) Corporate members who shall propose and support the application (the proposer and supporter must be either a Member or a Fellow of the Institute); and

A2.4.5 Satisfy the Council that he/she is a fit person to become a Member, and the Council shall be satisfied that his/her qualification, training, technical experience, and professional conduct and ethics justify such professional status.

A3 REQUIREMENTS FOR NON-CORPORATE MEMBERSHIP

A3.1 Companies involved in or associated with the mining and metallurgical industries are eligible for admission to the category of Company Affiliate.

A3.2 Honorary Fellows shall be persons of distinction in public service, science, or the arts and shall be elected or re-elected by the Council for the current year. They shall enjoy all the privileges and rights of members, except those of holding office and voting.

A3.4 A candidate for admission to or transfer into the category of Associate shall:

A3.4.1 Be at least eighteen (18) years of age; and

A3.4.2 Be in possession of a recognised tertiary qualification relevant to the minerals or associated industries; or

A3.4.3 Have, the last three (3) years, been involved in minerals and metals industry undertakings or in governmental, service, educational or research organisations concerned with those industries, but is not in a position to meet the requirements to be registered as a Corporate member.

A3.5 A candidate for admission to the category of Student shall:

A3.5.1 Be a person in the third or further year of being educated or trained in a manner approved by the Council to occupy a technical position in or be associated with the minerals or metals industries.

A3.5.2 Confirm their eligibility to continue as a Student at the beginning of each academic year by submitting proof of registration at their applicable tertiary institution. Failure to submit proof of registration will result in the termination of their Student membership.

A3.5.3 Not remain a Student member after the end of the Institute's financial year in which he/she attains the age of twenty-eight (28) years. The Council may relax the provisions of this clause in such individual cases as it considers appropriate.

A3.6 Notwithstanding clause A3.4, any person who attends an Institute conference, and has not been a member of the Institute, shall qualify for election as an Associate member if the application is made at the conference. Membership granted in terms of this clause shall:

A3.6.1 Be free of charge until the end of the financial year in which the conference was held (as provided for in A6.6);

A3.6.2 Cease at the end of the financial year in which he/she was elected as an Associate member, and the person may apply for membership in accordance with clauses A4.3 or A4.4.

A4 ELECTION TO MEMBERSHIP

A4.1 The election or transfer of candidates to any category of membership of the Institute is at the sole discretion of the Council and shall be actioned by the Membership Committee in accordance with Clause 2 of the Constitution and A4 of this By-law.

A4.2 All applications for election or transfer to any category of membership shall be handled and processed in accordance with this By-law.

A4.2.1 The candidate shall forward his/her application to the Manager of the Institute on the application form as prescribed by the Council from time to time, duly completed in writing or electronically and accompanied by any prescribed supporting documents.

A4.2.2 The Manager shall list the names of all candidates for election, together with the relevant information, in a notice that is circulated to members.

A4.2.3 During the period of twenty-one (21) days from the date of such notice it shall be opportune for any members to communicate confidentially in writing or electronically to the Manager, any information whatsoever which will assist the Council when considering the application.

A4.2.4 After the 21 days have lapsed the Membership Committee shall consider the applications of and any communications relative thereto and shall decide, in accordance with the provisions of the Constitution and this By-law, the category of membership, to which a candidate is elected.

A4.2.5 A candidate shall be declared elected by a simple majority of the vote cast by the members of the Membership Committee at the meeting at which the application is submitted. Membership shall commence from the date of election, subject to compliance by the candidate with the requirements as laid down in A6.3.

A4.2.6 The Membership Committee may request additional information or documentation from a candidate during the application process and conduct interviews or reference checks with the candidate or other individuals to evaluate the candidate's suitability for membership.

A4.2.7 The Membership Committee may establish guidelines for evaluating membership applications, which shall be reviewed and approved by the Council to ensure that all candidates are evaluated fairly and consistently. The Membership Committee may amend these guidelines from time to time, with the approval of the Council, to ensure that the evaluation process remains relevant and effective.

A4.3 Subject to clause A2, a candidate for election to the Institute as a Corporate member shall apply on the prescribed application form accompanied by any prescribed supporting documents for consideration by the Membership Committee. The application shall be proposed and seconded by Corporate members who have personal knowledge of the candidate's professional conduct, qualifications, and experience.

A4.4 Subject to clause A3, a candidate for election as a Non-corporate member shall apply on the prescribed application form accompanied by any prescribed supporting documents for consideration by the Membership Committee.

A4.4.2 A candidate for election as an Associate member shall submit proof of his/her tertiary qualification or details of the positions and roles that he/she has filled in the previous three years indicating his/her involvement in the minerals and metals industry.

A4.4.3 A candidate for election as a Student member shall submit proof of registration for the academic year in which the application is made.

A4.5 A company that applies for election as a Company Affiliate shall apply on the prescribed application form, which requires details of the standing of the company and its association with the mining and metallurgical industries. The Council shall consider each application at the earliest opportunity and shall notify the company of its decision in writing.

A4.6 All candidates for election or transfer into any category of membership shall warrant that all information provided to Council on application for membership is true and accurate at the point of submission. Failure to provide true and accurate information may result in an application for membership being refused or membership being revoked and in such circumstances, there will be no refund of the membership subscription fee.

A4.7 By-law A and sub-sections shall, mutatis mutandis, equally apply to a request for transfer by a member from one category of membership to another.

A4.8 In the event of a candidate's application for membership being rejected, it shall not be incumbent upon the Council to give its reason for so doing.

A4.9 The Council may, in exceptional circumstances only, exercise its discretion in waiving the requirements of clause A4.3 as regards the required signatures of Corporate members if a candidate is prevented from obtaining the specified number of signatories for his/her application, either by reason of his/her place of residence or for any other valid reason beyond his/her control.

A4.9.1 In such instances, the candidate must assist the Council by submitting the names of suitable persons who can vouch for his/her character, qualifications, and experience and with whom the Membership Committee may communicate.

A5 MEMBERSHIP: LIST OF NOTICES

A5.1 A register of the names, qualification(s) and relevant contact details of each member shall be kept as the Council may direct.

A5.2 It is incumbent upon all members of the Institute to notify the Manager, in writing or electronically, of any changes of address or employer. If this is not done than the member shall be deemed to have waived service of any notices or copies of the Journal etc. and the onus of notification of non-service shall rest with the member. A notice in writing sent by registered letter to the address last registered with the Institute shall be deemed to have been duly served on the members. Any such non-service shall not exempt the members from the liability of all payments due by them to the Institute.

A5.2 A list of all Company Affiliates shall be published in each edition of the Institute's Journal.

A6 FEES AND SUBSCRIPTIONS

A6.1 The Council shall decide membership subscriptions. A list of subscriptions shall be distributed to members and such list, as amended and circulated from time to time, will be published and maintained on the Institute's web site.

A6.2 All subscriptions shall become due on the first day of July in each year and shall be payable in advance.

A6.3 Notwithstanding Clause A6.2, the first subscription shall be due on receipt by the candidate of the category of membership to which he/she has been elected. Such notice shall, subject to Clause A6.3.2, include advice of the amounts of the subscription(s) which must be paid before the election of the candidate can be confirmed. 

A6.3.1 Payment of the amounts due must be made within one (1) month of the date of issue of the notice referred to in Clause A6.3. If payment is not made within the prescribed period, the application and election shall be deemed to have lapsed and the Council shall not reconsider any further application until at least six (6) months after the date by which the amounts due should have been paid.

A6.3.2 The Council may, on account of distance or other circumstances, extend the period of one (1) month prescribed in Clause A6.3.1.

A6.4 With the exception of Student members transferring to Associate, any member who applies for a transfer to the next level of membership shall not be charged for the increase in membership fee at the time of transfer. No transfer fee will be levied. The applicable membership fee will then be invoiced in the subsequent financial year.

A6.5 Fellows and members who are at least fifty-five (55) years of age and who have bona fide retired from active business may retain membership at a reduced subscription (as provided for in Clause A6.1) provided they have been a member for at least ten (10) years.

A6.6 Notwithstanding clause A.6, any person who applies for membership in terms of clause A2.3 as a direct result of attending an Institute conference, shall be exempt from membership fees until the end of the financial year in which the conference attended was held.

A6.7 Should a member be elected on a date other than 1 July, his/her subscription shall be determined on a pro-rata basis for the remainder of the current financial year.

A6.7.1 When a member is elected during the last month of the financial year, his/her first subscription shall cover the period to the end of the succeeding year.

A6.8 Should a member be transferred to another category after 1 July of the current financial year, he/she shall not be invoiced for the difference between the existing and future subscription. The new membership category fee shall be invoiced in the next financial year.

A6.8.1 Notwithstanding Clause A6.7, a member transferring from the membership category of Student to Associate shall be invoiced in full or pro-rata based on his/her election date.

A6.8.2 Should a member be transferred to the Retired category of membership, he/she shall not be entitled to a refund of subscriptions fees already paid for the current financial year. The appropriate membership fees shall be invoiced in the next financial year. 

A6.9 A member whose annual subscription is unpaid after three (3) months of the beginning of the financial year shall cease to be in good standing and shall not be entitled to receive the notices, publications, or awards of the Institute nor to exercise any of the rights and privileges of membership.

A6.9.1 The membership of a member whose annual subscription remains unpaid for one year may, by resolution of the Council, be suspended and his/her name be removed from the membership register. The notice of this suspension shall be published by the Institute in the Journal and/or on the Institute website with the number of this By-law being quoted as the reason for such suspension. Notice to this effect shall be sent to the member in writing by the Manager at his/her last registered address, three (3) months prior to the intended date of suspension.

A6.9.2 Such suspension shall not relieve him/her from liability for the payment of any monies due by him/her, but any person whose membership has so ceased may, at the discretion of the Council and on payment of all outstanding fees due, be reinstated within one (1) year from the date of the resolution of the Council suspending him/her. Thereafter, he/she may be readmitted only on such conditions as the Council may decide.

A6.10 The Council may, in exceptional circumstances, reduce or remit the current or arrear subscriptions due by any member.

BY-LAW B
THE COUNCIL AND OFFICE BEARERS: DUTIES, NOMINATION, ELECTION AND REMOVAL

To be read in conjunction with the Constitution

Updated August 2018

B1       DUTIES AND MEETINGS OF THE COUNCIL

Council meetings

B1.1     Subject to 3.2.4 the Council shall meet as often as the business of the Institute requires, but not less than four times per year.

B1.2     At meetings of the Council, twelve (12) Corporate members of the Council present at the meeting shall constitute a quorum.

Quorum

B1.3     All matters shall be decided by vote of a simple majority of corporate members of the Council who are eligible to vote.

B1.4     The President as chairperson of the Council meetings shall have a deliberative vote   and, in the event of a tied ballot, a casting vote. The President or, in his/her absence, the President Elect, or, in the absence of both parties, a member of the Office Bearers Committee shall take the Chair at all meetings of the Council.

B1.5     During the period between the Council meetings, urgent decisions may be taken in a manner prescribed for this purpose by the Council.

B1.6     At the request of any three (3) Corporate members present, any item on the agenda may be postponed until the next meeting and then shall be decided by a simple majority of members present at the meeting who are eligible to vote. The notice calling for the subsequent meeting must clearly indicate that there is a subject on the agenda that requires discussion and a decision.

Appointment of committees and Representatives

 

Chairperson

B1.7     When the Council appoints Committees, such appointments and/or representatives may be made from members of the Institute or from such other persons as the Council may select to further the interests and work of the Institute. The President shall be, ex- officio, a member of all Committees.

Visiting members

B1.8     The President or, in his/her absence, the President Elect, may extend the privileges of the Institute to members of recognised professional bodies with comparable status who are visiting the Republic of South Africa.

B2       NOMINATION, ELECTION, AND REMOVAL OF THE 14 ELECTED MEMBERS OF THE COUNCIL

Nomination of Council members

B2.1     The Manager shall invite members of the Council not later than the first day of May in each year to submit nominations for the fourteen (14) elected members of the Council. Such nominations shall be lodged with the Manager not less than 60 (sixty) calendar days prior to the date of the Annual General Meeting (AGM).

B2.1.1    Only Corporate members of the Institute are eligible to be nominated as one of the fourteen (14) elected members of the Council;

B2.1.2    Each nomination for the fourteen (14) elected members of the Council must be proposed and seconded by at least two (2) Corporate members on the prescribed official nomination form; and

B2.1.3    The members of the Council shall be provided with the nomination criteria which apply to the fourteen (14) elected members of the Council.

B2.2     Upon receipt of the nominations, the Manager shall:

B2.2.1    Check that each nominee complies with the approved nomination requirements;

Notification of nominees

B2.2.2    Obtain a copy of an abridged CV per nominee, highlighting his/her contribution to the Institute; and

B2.2.3    Notify each nominee and request his/her acceptance or otherwise of such nomination within ten (10) calendar days. Failure by the nominee to accept such nomination will make it null and void.

Ballot list

B2.3     At least 30 (thirty) calendar days prior to the AGM, the Manager shall forward the respective ballot list showing the names, the qualifications, occupations and relevant contact details of eligible nominees to each of the voting members of the Council. The said ballot list will be accompanied by an abridged CV per nominee.

Council scrutiny of ballot

B2.3.1    The prescribed voting process of voting for the said nominees shall take place over a period of two (2) weeks or longer but not later than fourteen (14) days prior to the Annual General Meeting; and

Tied ballot

B2.3.2    In the event of the number of votes being found to be equal for any two (2) or more nominees, all of whom cannot be declared elected; the Office Bearers Committee shall apply the procedure to be followed to finalise a tied ballot.

Nominations – vacancies on Council

B3       Should the list of nominees for 14 (fourteen) members to be elected to the Council not include the names of as many members as are required to fill the vacancies on the incoming Council, the outgoing Council shall, after scrutiny of the ballot list, nominate eligible Corporate members to complete the list and the members thus nominated shall be declared elected at the next AGM.

B4       The Council shall have the right to request a member of the Council to forfeit his/her position or to resign if there is proof of unacceptable behaviour and/or that he/she is unable to perform his/her duties.

B4.1     The Council shall discuss and agree on the process to remove a member of the Council in the absence of the affected member of the Council;
B4.2     After consultation and engagement with the affected member of the Council a request shall be submitted for consideration and final resolution to the Council in the form of a letter setting out the reasons for the recommendation;
B4.3     The Manager shall circulate the letter to the members of the Council for their consideration, comment and/or ratification;
B4.4     Members of the Council shall be requested to approve or ratify this decision at the next Council meeting; and
B4.5     Should any position on the Council become vacant, the same process as detailed here-in before shall be implemented immediately following the resignation of /or forfeiture of the position of a member of the Council.

B5       OFFICE BEARERS

B5.1     DUTIES AND MEETINGS OF OFFICE BEARERS

Duties of the Office Bearers

B5.1.1    The duties of the Office Bearers Committee shall include but not be limited to:

• Assisting the President to promote the aims of the Institute;
• Attending meeting of the Office Bearers Committee;
• Formulate recommendations to the Council regarding the functioning of the Institute;
• Oversee the day-to-day business of the Institute.

B5.1.2    During periods between the Council meetings, the Office Bearers Committee shall receive reports from the various Committees of the Institute on behalf of the Council and shall then report to the Council at the next meeting of the Council.

B5.1.3.   The Office Bearers Committee shall meet on a monthly basis, with the exception of August, when the Council is in recess, and December.

B5.2     NOMINATION, ELECTION, AND REMOVAL OF OFFICE BEARERS

B5.2.1    The Council shall, each year at the May meeting of the Council, ratify all the positions within the Office Bearers Committee to ascertain that all Office Bearers are still willing, available, and able to fulfil the positions to which they have been elected.

B5.2.2    The Council shall have the right to request an Office Bearer to forfeit his/her position or to resign if there is proof of unacceptable behaviour and/or that he/she is unable to perform his/her duties.

B5.2.3    Office Bearers shall discuss and agree on the process to remove a member of the Office Bearers Committee in the absence of the affected Office Bearer.

B5.2.4    After consultation and engagement with the affected Office Bearer, a request, in the form of a letter setting out the reasons for the recommendation, shall be submitted for consideration and finalisation to the Council.

B5.2.5    The Manager shall circulate the letter for consideration, comment and/or ratification to all members of the Council.

B5.2.6    Members of the Council shall be requested to approve or ratify this decision at the next meeting of the Council.

B5.2.7    If any position within the Office Bearers Committee becomes vacant, the same process as detailed here-in before shall be implemented immediately following the resignation/forfeiture of an Office Bearer’s position.

B6       NOMINATION, ELECTION, AND REMOVAL OF THE JUNIOR VICE PRESIDENT

B6.1.    The Manager shall timeously invite members of the Institute to submit nominations for the position of Junior Vice President for the next year. Such nominations shall be lodged with the Manager in writing three weeks prior to the May meeting of the Council.

B6.2     The members of the Council shall be provided with a Council-approved list of criteria to be considered when submitting the names of eligible nominees.

B6.3     The Manager shall compile a list of eligible nominees received from the members of the Council, for consideration by the Office Bearers Committee.

B6.4     The Office Bearers Committee shall apply their minds to the list and agree on the preferred candidate intended to become the Junior Vice President for the next year, which shall be forwarded for consideration/ratification by the Council at its May meeting.

B6.5     Once a Council member has been appointed as Junior Vice President, there will be an automatic annual progression from this position to Senior Vice President, President Elect, and President, subject to ratification by the Council.

B6.6     Should the position of the Junior Vice President become vacant, the Council will fill the vacancy using the process described here-in before.

B6.7     The Council shall have the right to request the Junior Vice President to forfeit his/her position or to resign if there is proof of unacceptable behaviour and/or that he/she is unable to perform his/her duties. The process used to remove a Junior Vice President is described in Clause B5.

B7       NOMINATION, ELECTION, AND REMOVAL OF THE HONORARY TREASURER

B7.1     The Honorary Treasurer shall be a Corporate member of the Council, with a working knowledge of and personal interest in finances and accounting, and who is available and willing to take on the position.

B7.2     Members of the Council shall nominate and ratify the appointment of the Honorary Treasurer on an annual basis at the May meeting of the Council.

B7.3     Should the position of Honorary Treasurer be currently filled, the Manager shall timeously request the members of the Council to ratify the appointment of the current incumbent for the next year.

B7.4     Should the position of Honorary Treasurer become vacant, the Manager shall circulate an invitation to members of the Council to submit nominations, in writing, for the position. Nominations must comply with the selection criteria, approved for this purpose by the Council.

B7.5     The Manager shall validate the nominees and confirm which nominees are eligible for the position of Honorary Treasurer.

B7.6     The list of eligible candidates shall be circulated to the Office Bearers Committee for its consideration and recommendation of the preferred candidate for consideration and finalisation by the Council at the May meeting.

B7.7     The Council shall have the right to request the Honorary Treasurer to forfeit his/her position or to resign if there is proof of unacceptable behaviour and/or that he/she is unable to perform his/her duties. The process used to remove the Honorary Treasurer is described in Clause B5.

Footnote:
Reference to matters contained in By-Law B can be found as follows in the main Constitution:
Clause 3.18     Appointment and Remuneration of a Manager
Clause 3.19     Keeping minutes of the proceedings
Clause 3.20     The Council Directives relating to the administration of funds, assets and property
Clause 3.21     Administration of donations received
Clause 3.23     Auditing of Statement of Revenue and Expenditure and Balance Sheet
Clause 3.29     Interpretation of any portion of the Constitution or By-Laws

BY-LAW C
ANNUAL GENERAL MEETINGS AND SPECIAL GENERAL MEETIINGS

Updated April 2013

C1       ANNUAL GENERAL MEETINGS (AGM) AND SPECIAL GENERAL MEETINGS (SGM)

Quorum for AGM and SGM

C1.1     The quorum for all AGM and SGM of the Institute shall be fifteen (15) Corporate members personally present. Subject to the provisions of Clause 6.7 of the Constitution, a simple majority of votes of Members present at the AGM or SGM shall carry any business before the meeting.

Voting at Meetings

C1.2     Unless otherwise laid down, every question, other than amendments to or additions to the Constitution, submitted to any meeting, in accordance with clause 6.7 and/or 6.8 shall, in the first instance, be decided by a show of hands of the members entitled to vote. A poll may be demanded by any six (6) Corporate members and shall thereupon be taken forthwith and be supervised by two (2) scrutineers appointed by the meeting. The Chairperson of any meeting shall have a deliberative vote and, in addition, a casting vote in the event of a tied ballot.

Postal Votes

C1.2.1    In the event of a postal vote, as prescribed in Clauses 6.7and 6.8 the Manager shall, within fourteen (14) days after any Special General Meeting or meeting of the Council at which it is decided to take a vote by post, forward to each member entitled to vote a ballot paper which shall contain the resolution on which the members is required to vote. The ballot paper shall be completed in the members’ own handwriting and returned to the Manager in order to reach him/her not later than forty (40) calendar days after the date of the aforesaid meeting. If the ballot paper is received after the said period, the vote will not be recognised.

Chairman of Meetings

C1.3     The President or, in his/her absence, a member of Office Bearers, or, in the absence of all Office Bearers, a member elected by the meeting shall take the Chair at the AGM or SGM of the Institute.

Introduction of Visitors

C1.4     Visitors may be introduced by members at the Annual General Meetings. With the consent of the Chairperson, visitors may take part in any discussion but may not participate in any voting.

Footnote:
Reference to matters contained in By-Law C can be found as follows in the Constitution:
Clause 6.4       Notices of Annual /Special General meetings
Clause 6.6       Voting by Proxy
Clause 6.7       Amendments to the Constitution
Clause 6.8       Winding-up of the Institute

BY-LAW D
PUBLICATIONS

Updated June 2013

D1       PUBLICATIONS COMMITTEE

D1.1     In accordance with Clause 3.29 of the Constitution, the Council may delegate some or all of its duties related to publications to a Publications Committee.

D1.2     The Publications Committee shall be constituted annually from members of the Institute and shall report to the Council.

D2       PRINTED PUBLICATIONS

Printed publications

D2.1     The Institute publishes printed information in The Journal of the Southern African Institute of Mining and Metallurgy (The Journal), in conference proceedings, and in books.

Purpose of publications

D2.2     The purpose of the publications of the Institute shall be to disseminate high-quality technical information that is of relevance to the mineral and metal industries.

SAIMM Journal requirements

D2.3     The Journal shall be published twelve times a year. In addition, special editions may be published. Technical papers in The Journal may cover original research, review articles, or descriptions of plants, processes, or operations. Submissions of technical papers to The Journal are encouraged from authors in any country. Papers that are submitted to The Journal shall be peer reviewed by at least two referees who have a good knowledge of the subject. The Journal shall have an International Standard Serial Number (ISSN) and an international advisory board that reflects expertise in a wide range of subjects of relevance to the mining and metallurgical industries. The Journal shall be freely distributed to all members of the Institute. Organisations and businesses may subscribe to The Journal at a cost that is determined by the Publications Committee.

Conference proceedings

D2.4     When technical conferences are held by the Institute, proceedings of the conferences should be published, whenever it is feasible to do so. If the organising committee of the conference decides to publish peer-reviewed proceedings, there shall be a statement to that effect, with the names of the reviewers, in the proceedings book. Acceptance of papers for a conference shall be made with due regard to maintaining the high standards of the Institute.

Papers and contributions

D2.5    Papers and other contributions to The Journal or to conferences should be submitted, as far as possible, in a form and style that is recommended by the ‘Guidelines for Authors’ set out by the Institute. All papers and contributions communicated to the Institute, along with drawings and other illustrations, shall become the property of the Institute, except in the case of a paper’s rejection or unless stipulation is made to the contrary. Authors shall not be at liberty, save by permission of the Council, to publish or cause or allow to be published any contributions prior to their publication in The Journal or conference proceedings.

Rejection of papers

D2.6     Should a paper or contribution be rejected, it shall not be incumbent upon the Publications Committee to give its reason for so doing.

Acknowledgement

D2.7     Appropriate acknowledgements to the SAIMM shall be made by the authors where papers or contributions that are published in The Journal or in conference proceedings, or extracts thereof, are reproduced in other publications.

Permission

D2.8     No members of the Institute shall make use of any portion of the Institute’s publications in a published document connected with a business undertaking unless he/she has obtained the written permission of the Council and that of each individual speaker or writer concerned. The infraction of this by-law will be regarded by the Council as justifying action under Clause 2.9 of the Constitution.

Claims re advantages of method or devices

D2.9     No statement claiming advantages for any original method or technology shall be published in any publication of the Institute unless such statement can be supported by an adequate description and justification of the method or technology to which reference is made.

Books

D2.10   Books may be published from time to time, by permission of the Council, where high-quality content is available, and they are judged to be of sufficient merit and relevance to the mineral and metal industry.

Website

D3.      ELECTRONIC PUBLICATIONS

D3.1     The Institute shall maintain a website (www.saimm.co.za) for the electronic dissemination of information via the Internet.

E-mail of Journal contents

D3.2     All technical papers that appear in The Journal shall be published on the SAIMM website, as soon as they are ready for printed publication, and a notice shall be sent to all members by e-mail, containing the contents of each Journal with links to each of the papers.

Conference proceedings on website

D3.3     All papers that appear in the SAIMM conference proceedings shall be published on the SAIMM website after a suitable period of time has elapsed following the conference.

Open access

D3.4     All Journal and conference papers shall be made freely available to anyone anywhere in the world who has a connection to the Internet (i.e. open access). The Institute shall actively promote the widespread dissemination of its publications via search engines and electronic databases.

D4.      ADVERTISING

Advertising

D4.1     The Publications Committee shall engage the services of an advertising consultant to manage the process and maintain the appropriate advertising standards for advertisements that are placed in The Journal.

BY-LAW E
SUBORDINATE STRUCTURES

Updated June 2013

E1       DIVISIONS

Admission of Divisions

E1.1     The Council shall decide the conditions of admission to membership of Divisions and the manner in which Divisional meetings shall be conducted.

Mandate and Delegation of Authority

E1.2     The Council shall decide the mandate and delegation of authority of Divisions.

E1.3     Divisions will be accountable to the Council of the Institute.

Divisions Activities

E1.4     Divisions are intended to engage at Industry level in activities that are in the collective interests of the Institute and its members.

Representative at Divisions Meetings

E1.5     A minimum of one Office Bearer will represent the interests of the Institute at meetings of a Division.

Divisions in terms of By-laws

E1.6     Divisions which are or may be constituted in terms of this By-law are:

E1.6.1   SAMREC/SAMVAL
E1.6.2   Mineral Economics Division
E1.6.3   South African National Committee on Tunnelling (SANCOT)

Representative at Trusts Meetings

E2       TRUSTS

Audited Financial Statements

E2.1     A minimum of one Office Bearer will represent the interests of the Institute at meetings of Trusts.

Quarterly Report

E2.2     The Trusts shall produce audited annual financial statements.

E2.3     The Trusts shall present a quarterly report of its activities to the Council.

Trusts in terms of By-laws

E2.4     Trusts which are or may be constituted in terms of the Institute Constitution and By-laws:

E2.4.1   SAIMM Scholarship Trust Fund

E3       COMMITTEES

Purpose and Mandate of Committee

E3.1     A Committee of the Institute must have a clearly defined purpose and mandate from the Council.

Representative at Committee Meetings

E3.2    A minimum of one Office Bearer will represent the interests of the Institute at meetings of a Committee.

Chairperson of Committee

E3.4     The Chairperson of a Committee is responsible for informing the Council and

E3.4.1   The Chairperson will preferably be an elected member of the Council and
E3.4.2   Should the Chairperson not be an elected member of the Council then the Chairperson will be a co-opted member of the Council.

Purpose and mandate of Committee

E3.5     The Committee will be required to make use of the services of the Institute Secretariat function.

Committees in terms of By-laws

E3.6     Committees which are or may be constituted in terms of this By-law are:

E3.6.1   Technical Programme Committee: Mining
E3.6.2   Technical Programme Committee: Metallurgy
E3.6.3   Membership Committee
E3.6.4   Career Guidance and Education Committee
E3.6.5   Publications Committee

BY-LAW F
BRANCHES

Revised 21 July 2017

F1        CREATION AND OPERATION OF A BRANCH

Creation of a Branch

F1.1     The Council may, at its discretion and upon receipt of a written request signed by twelve (12) Corporate members resident in a specific district, create a Branch of the Institute in such a district. The objectives of such a Branch shall be in accordance with Clause 1.5 of the Constitution.

Branch Naming

F1.2     A Branch shall be termed [name] Branch of the Southern African Institute of Mining and Metallurgy with the name clearly defining the region of representation. A Branch shall remain a Branch of the Southern African Institute of Mining and Metallurgy.

F2        BRANCH ACTIVITIES

Activities

F2.1     The activities of a Branch shall be conducted in accordance with the Constitution and By-laws of the Institute. In case of any doubt as to the meaning or import of any portion of the Constitution and By-laws of the Institute or these Rules, the interpretation of the Council shall be binding upon members.

F3        MEMBERSHIP OF A BRANCH

Membership

F3.1     The membership of any Branch shall consist of those members of all categories of the Institute who are resident in the area. All members shall be entitled to attend, speak and vote on matters related to their Branch. Persons who are not members of the Institute shall not be entitled to be members of a Branch.

Membership Roll

F3.2     A register of the names and addresses of all current Branch members shall be kept up to date.

F4        AUTHORITY OF A BRANCH

Branch Authority

F4.1     A Branch shall not purport to act for the Institute in any matter, either directly or by correspondence, vis-á-vis Government Departments or similar bodies or any organisation, group or individual unless specifically authorised in writing by the Council to so act.

F4.2     Nothing in these Rules shall empower a Branch Committee to contract debts in the name of the INSITITUTE in any way.

F4.3     No member of a Branch shall have the authority to speak on behalf of the SAIMM or make press statements to media without the approval of the President, the Council, or Office Bearers.

F5        ELECTION OF BRANCH COMMITTEE

Branch Management

F5.1     The affairs of any Branch shall, subject to the control of the Council, be managed by a Committee constituted as follows:

• Chairperson
• Vice-chairperson
• Branch Secretary
• Immediate Past Chairperson (if not available, then the next most senior member of the previous committee)
• three (3) to five (5) members
• The President of the Institute is, ex officio, a member of all Branch Committees.
• The Institute may direct the appointment of a Branch Treasurer

Nominations for Incoming Committee

F5.2     The Chairperson of the outgoing Committee shall call for nominations for members of the incoming Committee at a Branch Annual General Meeting. A member unable to attend the Annual General Meeting may be nominated by proxy in absentia provided he/she has given written confirmation of his/her willingness to stand. Each nominee requires a proposer and seconder whereupon voting for members can proceed by a show of hands.

Branch Management

F5.2.1    Only after the new Committee has been elected will the outgoing Chairperson hand the Chair over to the incoming Chairperson.

Co-opted Members

F5.2.2    Should the nomination list for the members to be elected to the Committee not include the names of as many members as are required to fill the vacancies on the Committee, the new Committee shall be empowered to co-opt members to complete the list and the members nominated shall be declared elected at the Annual General Meeting.

Branch Management

F5.3     The Chairperson and Vice-chairperson of a Branch shall hold office for a minimum of two (2) consecutive years and shall be elected by and from members of the retiring Branch Committee at the Branch Annual General Meeting held before the Annual General Meeting of the Institute of each year.

Casual Vacancies

F5.3.1    The Branch Committee shall have the power to fill any casual vacancy on the Committee. A member so elected shall hold office for the remaining portion of the current year.

Co-opted Members

F5.3.2    The elected Committee shall have the power to co-opt a further two (2) members.

F6        BRANCH COMMITTEE MEETINGS

Branch Committee Meetings

F6.1     The Committee shall meet as often as the business of the Branch requires. At meetings of the Committee four (4) members shall form a quorum and all matters shall be decided by a majority vote of all members of the Committee, the Chairperson having a deliberative vote and a casting vote.

F6.1.1     The Chair shall be taken by the Chairperson or, in his/her absence, the Vice-chairperson or, in the absence of both parties, a member of the Committee elected by the members present.

F7        MEETINGS OF A BRANCH

Annual General Meeting

F7.1     Notwithstanding F5.2 and F5.3 above, a Branch shall hold an Annual General Meeting on an annual basis for the purposes of electing the remaining committee members. Members of the Committee shall retire annually but shall be eligible for re-election.

Ordinary General Meetings

F7.2     Ordinary General Meetings of a Branch shall be held on dates decided by the Committee. Notices convening Ordinary General Meetings shall be dispatched to members not less than seven (7) days prior to the dates of such meetings.

Branch AGM

F7.2.1       The annual session of a Branch shall be from 1 July of any year to 30 June of the succeeding year. The Annual General Meeting of a Branch shall be held not later than mid-August on a date decided by the Committee to receive and consider the report of the Chairperson, the statement of accounts, the election of members of Committee and to conduct such other business as the Committee may decide.

AGM Notices

F7.2.2       Notices convening the Annual General Meetings shall be dispatched to members not less than fourteen (14) days prior to the date decided for such meetings.

Quorum for General Meetings

F7.2.3       The quorum for all General Meetings of a Branch shall be ten (10) members. A majority of votes shall carry any business before the meeting. Matters submitted to any meeting shall be decided by a show of hands of the members entitled to a vote.

Voting at Meetings

F7.2.4       The Chairperson of any meeting shall have a deliberative vote and additionally a casting vote in the event of any tied ballot.

F7.2.5       The Chair shall be taken by the Chairperson, or in his/her absence the Vice-chairperson, or in the absence of both parties, by a member elected by the members present.

F7.3     Minutes of all Committee and Annual General Meetings of the Branch shall be kept and, after scrutiny by the Chairperson, one copy thereof shall be forwarded within thirty (30) days to the Manager of the Institute. These minutes shall include attendance figures.

F8        DUTIES OF THE CHAIRPERSON

Duties of the Chairperson

F8.1     The Chairperson must lead the Branch by ensuring that it complies with the clauses as laid out in this By-law.

Branch Management

F8.2     The Council shall be kept informed concerning the activities of the Branch and copies of all notices of meetings forwarded to the Manager of the Institute.

Report to the Council

F8.3     An abridged Chairperson’s Annual Report to the Council is to be forwarded to the Council by mid-July in each year.

F8,4     Should the Branch have a bank account such Annual Report to the Council will include financial statements.

F8.4     An annual schedule of events shall be prepared and submitted to the Council for approval after the first meeting of the Branch Committee. This schedule shall be kept updated and submitted to the Council before each quarterly meeting.

Attendance at the Council meetings

F8.5     The Chairperson, or a designated alternate is expected to attend the Council meetings as and when required.

F9        DUTIES OF THE BRANCH COMMITTEE

Duties of the Branch Committee

F9.1     The duties of the Committee shall be to promote the objectives of the Institute as set out in Clause 1.5 of the Constitution.

F9.2     The Committee shall assist the Chairperson in drafting a long-term strategy for the Branch.

F9.3     The Branch Committee shall be pro-active in arranging technical presentations, and other events of interest for the members in the Branch.

F10      FINANCIAL ADMINISTRATION OF A BRANCH

Honorary Secretary

F10.1   The Committee shall appoint an Honorary Secretary who, however, shall not have a vote at Committee Meetings unless he/she is a Corporate member of the Institute.

Funds

F10.2   A budget estimate of the expected expenses and anticipated accruals of the Branch for the ensuing year shall be made by the Committee at its first meeting of each year. This budget, together with the required funding for the year, shall be submitted to the Council for approval.

Surplus Funds of Branches

F10.2.1    The Committee shall keep true accounts of all monies received and expended and shall submit these accounts to the Manager of the Institute for audit purposes by 15 July of each year. Any surplus or deficit of Branch funds will be for the account of the Institute and will be incorporated into the audited accounts of the Institute at the end of each financial year.

Financial Admin

F10.2.2                        No expenses in excess of the approved budget may be incurred without approval by the Council. The Council may allocate funds and/or assistance as it may, from time to time, find necessary to provide for the satisfactory functioning of the Branch.

F10.2.3    The Committee shall be liable for costs incurred by the Institute on its behalf, e.g. flights, accommodation, etc. if these are not cancelled timeously.

F10.3   Once a Branch has accrued a sufficient surplus in the books of the SAIMM to function independently, but always as a subordinate structure of the Institute, a separate Bank account may be maintained by the Committee. The signatories of this account must be the Chairperson, and/or the Vice-chairperson, and/or the Branch Treasurer. The SAIMM Accountant shall have access to these accounts in order to be able to report back to the Council. This access will be limited to viewing and printing of bank statements.

F10.4   A Branch may invest any surplus funds in the SAIMM investment portfolio. A statement of each Branch’s funds must be made available to the Committee on a monthly basis.

F11      DISSOLUTION OF A BRANCH

Branch Dissolution

F11.1   The Council shall retain the power to dissolve a Branch and a copy of the resolution of the Council deciding upon such dissolution shall be sent to the Chairperson of the Branch concerned.

Branch Dissolution

F11.2   All assets, books, records and funds of the Institute in the custody of a Branch shall remain the property of the Institute and, in the event of the dissolution of such Branch, as provided for in By-Law F1.2, shall immediately be forwarded to the Manager of the Institute.

Surplus Funds

F11.3   Any surplus funds returned to the Institute shall be kept on account for the future use of the Branch for a period of two years or as determined by the Council at the time.

F.11.4  If a Branch has been dissolved and is not re-established within a period of two years or as determined by the Council at the time, such surplus funds shall be retained by the Institute.

F12      REVIEW OF BY-LAW

Amendments to rules

F12.1   Amendments or variations to these By-Laws may be made by the Council on its own initiative or on recommendation of a properly constituted meetings(s) of 1 (one) or more Branches following a majority decision of a meeting attended by not less than ten (10) members and provided that notice of the proposed change(s) is given fourteen (14) days in advance of the meeting.

F12.1.1       Proposed amendments or variations must be submitted to the Council for approval prior to implementation.

BY-LAW G
SAMCODES

Updated January 2020

G1       All SAIMM members signing off on Competent Persons Reports are required to comply with the provisions, terms and principles of the SAMCODES (SAMREC, SAMVAL, SAMOG as well as the relevant Guideline documents) and, in particular, the requirements of a “Competent Person”, “Competent Valuator” and/or “Qualified Reserves Evaluator”;

G2       Competent Person/Valuator status in terms of the SAMCODES reporting codes may be temporarily approved for members authoring public reports via a peer review process in accordance with the provisions of By-law G and Clause 2.13 of the Constitution.

G2.1      No member of the SAIMM or GSSA may sign a publicly released Competent Person Report without first successfully complying with the prescribed peer review process, unless he/she is a member of a statutory body or another recognised professional organisation (a list of accepted RPOs, as amended from time to time is located on www.samcodes.co.za).

G2.2      Members of the SAIMM or GSSA (not registered with an applicable statutory body, or RPO), who wish to attain temporary Competent Person/Valuator status for the purpose of signing off on a specific public report lodged with the Johannesburg Stock Exchange, must successfully comply with the prescribed peer review process. The purpose of the process is to confirm that a person wishing to sign off as a Competent Person/Valuator satisfies all the requirements of a Competent Person/Valuator as defined in the SAMCODES, and that his/her professional status has been validated by his/her Professional Association.

G2.3      This peer review clearance is to be obtained for each public, newly released Competent Person/Valuator report.

G2.4      The peer review process will fall under the auspices of the SAMCODES Standards Committee (SSC), a joint SAIMM/GSSA entity. Its frame of reference will be the SAMCODES, as revised from time to time. The Chairperson of the SSC shall convene an appropriate subcommittee with the sole purpose of undertaking the Competent Person or Competent Valuator peer review. The purpose of the process is to confirm that a person purporting to be a Competent Person/Valuator satisfies all requirements of a Competent Person/Valuator as defined in the SAMCODES, and that his/her professional status has been validated by his/her Professional Association.

G2.5      Appeals against a ruling of the Peer Review Process may be made to the SSC via the Council of the professional body to which the appellant belongs. The ruling of the Council of the respective body will be final.

G2.6      While the peer review process may not be binding on the Johannesburg Stock Exchange, it represents a strong statement of support and comfort to the JSE.

BY-LAW H
CODE OF PROFESSIONAL CONDUCT

Updated March 2020

H1 PREAMBLE

Ethical behaviour is not simply about following laws, regulations, and other rules. Engineering professionals will, throughout their careers, encounter situations in which there is no definitive rule that specifies how to act, or the rules that exist may be unclear or even in conflict with each other. Responsible professionals must be willing and able to identify potential ethical issues and create solutions to them even in the absence of clearly stated rules. Ethical leadership is of dire need irrespective of the role one plays in society, in the workplace and at home. From the perspective of the SAIMM (“the Institute”) it is envisaged that its members comply with these guidelines in all aspects, particularly to their roles as members and ambassadors of the Institute.

The purpose of this code is to:

Promote ethical thought processes and behavioural patterns among SAIMM members.

• Encourage members to apply their minds with integrity and sincerity to the principles of professionalism embodied in its clauses.
• Inspire principled behaviours under a wide range of conditions.
• Motivate members to mentor and guide their colleagues in honourable practices; and
• Commit members to uphold and enhance the honesty, honour, integrity and dignity of their profession, such that the members and their professions merit the highest esteem by the community.

A1.1 In accordance with Clause 2 of the Constitution, the Council may delegate some or all of its duties and responsibilities related to membership to a Membership Committee.

H2 ETHICAL PRINCIPLES

H2.1 Have due regard for the welfare, safety and health of the general public (including employees and fellow professionals) and the environment in all activities.

H2.2 Discharge their duties to employers and/or clients effectively and competently, with fidelity and honesty as well as respect their employer’s confidentiality.

H2.3 Uphold the dignity and standing of their respective professions and the objectives of the Institute.

H2.4 Only undertake work that they have been adequately trained for, have the necessary experience of, and are therefore competent to perform.

H2.5 Strictly avoid advertising their professional services in a self-laudatory way or in a manner that would undermine the dignity of the Institute.

H2.6 Refrain from malicious or negligent conduct that would injure the professional reputation or business of others.

H2.7 Continue their professional development throughout their careers.

H2.8 Comply with the Constitution of the Institute and, where applicable, those of legislated Codes of Professional Conduct.

 

H3       INTERPRETATION – Guideline to Principles of Professional Behaviour

H3.1    Have due regard for the welfare, safety and health of the general public (including employees and fellow professionals) and the environment in all activities.

To this end members of SAIMM shall:

H3.1.1    Work to acceptable technological standards.

H3.1.2.   Endeavour at all times to not jeopardise public welfare, safety or health. This would include the application of relevant occupational health and safety standards.

H3.1.3    Endeavour to promote public well-being and, should their judgement be over-ruled, strongly object and inform their employer or client of any possible consequences.

H3.1.4    Contribute to debate on scientific and technological issues in their areas of competence in order to further public understanding and well-being.

H3.2     Discharge their duties to employers and/or clients effectively and competently, with fidelity and honesty as well as respect their employer’s confidentiality.

Members of SAIMM shall:

H3.2.1    Avoid all known or potential conflicts of interest at all times.

H3.2.2    Be impartial, when administering a contract, in its interpretation.

H3.2.3    Not accept compensation from more than one party for services rendered on a contract unless disclosed to and agreed by all interested parties.

H3.2.4    Disclose to their employer or client, in writing any interest, financial or otherwise, which they may have in a company, organisation or person related to the work for which they have been employed.

H3.2.5    Disclose details of royalties or any other benefits which may accrue to them arising from the work for which they are responsible.

H3.2.6    Not solicit payment from suppliers of materials and equipment for specifying their particular products.

H3.2.7    Not solicit nor accept gratuities nor commissions from contractors, agents or other parties employed by their employer or client in connection with the work for which they are responsible unless authorised, in writing, by their employer or client.

H3.2.8    Advise their employer or client   where, as a result of their studies, they believe that a project is not viable.

H3.2.9    Not use nor disclose confidential information gained in the course of employment without the expressed, written permission of the employer or client.

H3.3     Uphold the dignity and standing of their respective professions and the objectives of the Institute.

Members of SAIMM should endeavour, through their behaviour, to elicit the highest esteem of all communities (viz. employers/clients, the profession, the general public, colleagues). Thus, a member shall not:

H3.3.1    Be involved in any business or professional practice that is of a fraudulent or dishonest nature.

H3.3.2    Conceal unethical acts.

H3.3.3    Continue in a partnership, nor act in any professional matters with any person who has been removed from the Institute’s membership due to unprofessional conduct.

H3.4     Only undertake work that they have been adequately trained for, have the necessary experience of, and are therefore competent to perform.

While the provisions contained within this clause are not designed to restrict competitive behaviour in any way, the Institute requires members to:

H3.4.1    Inform their employer or client and make recommendations for obtaining further advice if an assignment requires qualifications and experience beyond their field of competence.

H3.4.2    Refrain from describing themselves, nor permit themselves to be described as, nor act as consultants unless they are prepared to occupy a position of professional independence and design and supervise works and act as an unbiased independent adviser.

H3.5     Strictly avoid advertising their professional services in a self-laudatory way or in a manner that would undermine the dignity of the Institute.

Members of SAIMM should avoid improper conduct for personal gain. Thus, members shall:

H3.5.1    Only approach prospective employers and clients with due regard to their professional independence and this Code of Professional Conduct.

H3.5.2    Neither pay, nor offer, inducements for work.

H3.5.3    Give credit for professional work to those to whom it is due.

H3.5.4    Shall refrain from plagiarism in both oral and written communication and shall not knowingly accept credit rightfully due another and will not knowingly submit the same professional paper for publication in more than one peer-reviewed journal.

H3.5.5    Properly use circumspect advertising to announce their practice and availability.

H3.6     Refrain from malicious or negligent conduct that would injure the professional reputation or business of others.

The conduct of members of SAIMM shall never lead to the downfall of others. Thus, member shall:

H3.6.1    Not attempt to supplant another employee or consultant who has been appointed.

H3.6.2    Neither maliciously nor carelessly do anything to injure, directly or indirectly, the reputation, prospects or business of others.

H3.6.3    Not unfairly criticise the work of others.

H3.6.4    Exercise restraint when explaining their work.

H3.6.5    Promote the principle of engagement on merit.

H3.6.6    Not misrepresent their own nor their associates’ qualifications, experience and previous responsibilities.

H3.7     Continue their professional development throughout their careers.

Members of the SAIMM shall:

H3.7.1    Maintain their personal competence by keeping abreast with developments in their field or speciality through a formal Continuing Professional Development programme.

H3.7.2    Actively assist and encourage those under their direction to advance their knowledge and skills.

H3.8     Comply with the Constitution of the Institute and, where applicable, those of legislated Codes of Professional Conduct or relevant Codes of Practice.

Members of the SAIMM shall:

H3.8.1    Comply with all Codes of Conduct/Practice prescribed by the SAIMM. These include, but are not limited to:

H3.8.2    All Codes and Guidelines that form part of the SAMCODES and, in particular, the requirements of a “Competent Person”, “Competent Valuator” and/or “Qualified Reserves Evaluator”.

H3.8.3    The SAIMM Procedures for Complaints and Corrective Action.

H3.8.4    The SAIMM Peer Review process for Competent Person/Valuator sign-off.

H3.8.5    The Mine Health and Safety Act.

H3.8.6    The Occupational Health and Safety Act and Regulations.

H3.8.7    Inform themselves, and take cognisance, of the laws and regulations governing the minerals industry in Southern Africa, or in any other country in which they work as an employee or consultant. Where such laws are in conflict with generally acceptable Human Rights practices, members should apply their minds to the nature and limit of their involvement in that particular project.

H3.8.8    Practise their profession in accordance with this Code of Professional Conduct.

 

H4       SAIMM PROCEDURES FOR DEALING WITH TRANSGRESSIONS OF THE CODE OF PROFESSIONAL CONDUCT (COMPLAINTS PROCEDURE)

The SAIMM Procedures for Transgressions of the Code of Professional Conduct (Complaints Procedure) has been adopted to reinforce By-Law H

H4.1    Objectives

The purpose of the Southern African Institute of Mining and Metallurgy’s Code of Professional Conduct (By-law H) is to maintain the professional esteem of the members throughout the wider community. Anyone should be able to make a formal complaint against a member, in relation to an alleged breach of the Code of Professional Conduct or the Constitution of the Institute.

H4.2    Transgressions of the Code of Professional Conduct

It is understood that breaches of this Code might happen inadvertently, without dishonesty. If a member should become aware of an alleged or perceived transgression or simple non-compliance on the part of a colleague, there are a number of avenues to be followed, remembering that the Code is not meant to be a “big stick”, and that the primary objective is to guide and continuously improve ethical behaviour patterns on the part of SAIMM members.

H4.2.1    Consequently, the first course of any intervention, or remedial action, should be for the member to approach the transgressor, person or colleague privately, to discuss the issue or concern in an open, reasonable and professional manner.

H4.2.2    It is appreciated that, for any number of personal reasons, this may not be possible or desirable. In these situations, the member should consider approaching a colleague to assist with the intervention. This may be a mutually respected acquaintance/colleague or a senior Fellow of the SAIMM.

H4.2.3    It is only if all personal efforts at remedial action have failed (or where the issue is one of serious professional misconduct), that the member should follow the formal complaints process detailed below.

Any member who is troubled by an ethical problem (on the part of a colleague or on behalf of themselves) should feel free to discuss their concerns with one or more of the senior members of the SAIMM. Anyone who wishes to do so should contact the Manager for further information.

Complaints can involve non-compliance against the Code of Professional Conduct, the SAMCODE or the Constitution of the Institute; they may also relate to situations that potentially exhibit dishonesty, intent, repetition or reckless incompetence. Any individual or organisation can make a complaint – a complainant does not have to be affiliated to the SAIMM in any way. All complaints, however, whatever their nature, must be referred in writing, to the Chair of the Complaints Committee. Routing should be via the Manager (SAIMM). Such complaints need to be detailed and refer to explicit actions/comments by the individual with reference to specific clauses in the SAIMM Code of Professional Conduct – it is not the responsibility of the Complaints Committee to build the complaint – that is the obligation of the complainant. Any incomplete complaints are simply referred back to the complainant without any action, until full, complete and relevant documentation has been provided by the complainant.

H4.3     Overriding Principles

Complaints against members will be handled as follows:

H4.3.1    The overriding principles here are firstly that the reputation of a member must be protected while an alleged breach is assessed and secondly, that the process itself conforms to the principles of natural justice.

H4.3.2    The requirements are:

1. 1. 1. That confidentiality is paramount.
      2. That the process must minimise the opportunity for false implications from accusations and complaints.
      3. That a committee handling a complaint with serious implications is not both prosecutor and judge.
      4. That appropriate cases are handled internally by the Institute or are referred to the judicial system if there is perceived criminal intent.
      5. That an independent appeals process be available.

H4.3.3    To meet these requirements two independent committees, a Complaints Committee and an Ethics Committee, will deal with complaints. The Complaints Committee receives and screens all complaints and if necessary gathers evidence, before rejecting complaints as frivolous, redirecting them as commercial, or dealing with them as potential “non-compliance” against any of the SAMCODES or the Constitution of the Institute, except for complaints relevant to the Code of Professional Conduct. These can arise as primary complaints against the Code of Professional Conduct or as cases of “non-compliance” established by the Complaints Committee, that also potentially exhibit dishonesty, intent, repetition or reckless incompetence.

H4.3.4    The Complaints Committee will pass complaints relevant to the Code of Professional Conduct to the Ethics Committee for assessment and determination. The Ethics Committee can obtain independent opinion but not gather evidence, nor bring an ethics complaint of its own accord.

H4.3.5    The separation of committees in this way is intended to enable the majority of complaints to be handled without an implication of unethical behaviour, and ethical complaints to be handled without a perception of bias.

H4.4     The Complaints Committee

H4.4.1    The purpose of this committee is to protect the reputation of a member while an alleged breach is dealt with. This committee will handle all complaints; sort out frivolous complaints, complaints where there has been non-compliance and complaints where there have been serious breaches such as “unethical behaviour”.

H4.4.2    The Complaints Committee comprises three Fellows (excluding current members of Council and Fellows sitting on the Ethics Committee) and one current member of Council. Council selects committee members for a three-year term, following a general call for nominations. The Complaints Committee elects its own Chair (not a current Councillor) for a period agreed amongst its members.

H4.4.3    All complaints, whatever their nature, are to be initially referred in writing, to the Chair of the Complaints Committee. Any individual or organisation can make a complaint.

H4.4.4    The Complaints Committee can seek advice from independent experts (such as SAMREC competent persons, or legal practitioners), or it can seek additional evidence relating to the complaint if deemed necessary. It can also seek advice relating to SAIMM policy from the President or the Council.

H4.4.5    A member against whom a complaint is made shall be entitled to notice in writing of the substance of the complaint and to a reasonable opportunity to be heard in respect of such complaint before the Complaints Committee. The procedure to be adopted in respect of the complaint shall be at the discretion of the Complaints Committee.

H4.4.6    The Complaints Committee will address each complaint, then after deliberation and advice and within 90 days of receipt of the complaint will:

1. 1. 1. Dismiss the complaint as frivolous or vexatious, or
      2. Refer the complaint back to the parties or to an Alternative Disputes Resolution process if related to dysfunctional contractual arrangements, or
      3. Refer the case to the judicial system if there is perceived criminal intent, or
      4. Refer the complaint to the Ethics Committee (see below) if there is a perceived breach of the Code of Professional Conduct (even for complaints not initially directed to the Code of Professional Conduct), or
      5. Deal with the matter if it is deemed a technical breach of an Institute Code (excluding the Code of Professional Conduct). If a “non-compliance” is established, then apply the penalty that is available to the Complaints Committee. This can include personal admonition, mediation and counselling, but not suspension of membership.

H4.4.7   All cases are to be dealt with confidentially. The person who laid the complaint should be notified of the Committees finding and action and the Johannesburg Stock Exchange must be notified in the case of a finding of non-compliance in relation to the relevant SAMCODE

H4.4.8   If an established “non-compliance” of an Institute or other Professional Code has characteristics of dishonesty, intent, repetition or reckless incompetence, then it has to be additionally forwarded to the Ethics Committee for judgement against the Code of Professional Conduct.

H4.4.9   The Chair of the Complaints Committee is to present, to the Ethics Committee, the evidence and process undertaken surrounding any complaint referred to the Ethics Committee

H4.4.10 The complainant has a right of appeal directly to the Ethics Committee of the Council against any decision of the Complaints Committee.

H4.5     The Ethics Committee

H4.5.1   The purpose of the Ethics Committee is to deal with all complaints directed to it by the Complaints Committee, and any appeals against the Complaints Committee decisions, brought before it.

H4.5.2   It must always be independent.

H4.5.3   An "Ethics complaint" means a complaint where a member of the Institute has breached any obligation of the Code of Professional Conduct or any other Code of the Institute, or any rule published by the Council prevailing at the relevant time or any alleged unprofessional conduct by that member.

H4.5.4   An Ethics Committee constitutes four Fellows (excluding current members of Council and Fellows sitting on the Complaints Committee), selected by the Council for a three-year term, following a general call for nominations. One current SAIMM member of Council, nominated annually by the Council constitutes the fifth member of the Ethics Committee. The Ethics Committee elects its own Chair for a period agreed amongst its members. The current Council member cannot chair the committee. Three members constitute a quorum for a meeting of the Ethics Committee.

H4.5.5   The Council member serving on the Ethics Committee has the responsibility to advise the Council, on a “need to know basis”, of any fiduciary or any other matter related to Committee business, which could potentially affect Council members.

H4.5.6   Notwithstanding the membership conditions outlined in (7) and (9) above, Complaints and Ethics Committee members must declare any Conflict of Interest to the Council, who are then to nominate a replacement for the period of the Conflict of Interest.

H4.5.7   In relation to complaints brought before it, the normal “Rules of Evidence” are not to bind the Ethics Committee. It can obtain independent or legal advice on evidence before it but because this committee is set up to judge (not prosecute) it cannot seek additional evidence, nor bring an ethics complaint against any member of its own accord.

H4.5.8   In relation to an ethics complaint brought before it, the Ethics Committee will:

1. 1. 1. Find that a breach of the Code of Professional Conduct has not been established, or
      2. Find that a breach of the Code of Professional Conduct has been established, either as “non-compliance” or in more serious cases as “unethical behaviour”, and impose an appropriate penalty, which can include suspension or expulsion from the Institute and publication of the case, or
      3. Forward serious cases of unethical behaviour onto the relevant Statutory Bodies (ECSA, etc.).

H4.5.9   Notwithstanding (b) above, a second finding of technical “non-compliance” with the Code of Professional Conduct is not to be directed against a member for the same offence, purely as a result of commonality of code principles.

H4.5.10 In relation to an appeal against a Complaints Committee decision, the Ethics Committee can:

a   Uphold the decision of the Complaints Committee, or

b   Reclassify the Complaint and the manner in which it is to be handled, as appropriate.

H4.5.11  An appeal against a ruling by the Ethics Committee, on any alleged breach of the Code of Professional Conduct, is to be made to an independent arbitrator.

H4.5.12  An ethics complaint shall be referred to the Ethics Committee for hearing and determination as expeditiously as is reasonably possible.

H4.5.13  A member against whom an ethics complaint is made shall be entitled to notice in writing of the substance of the complaint and to a reasonable opportunity to be heard in respect of such complaint before the Ethics Committee. The procedure to be adopted in respect of an ethics complaint shall be at the discretion of the Ethics Committee.

H4.5.14  At the conclusion of the hearing of an ethics complaint, the Ethics Committee may find that the complaint has not been established, or may find that the complaint has been established, in which case the Ethics Committee may:

a   Decide to take no further action.

b   Warn or reprimand the member concerned.

c   Suspend the membership of the member concerned for a period not exceeding 12 months, require that the member undergo further training.

d   Resolve that the member be suspended or expelled from the Institute.

e   Refer the matter to the relevant Statutory Body (ECSA, etc.).

H4.5.15  A resolution of the Ethics Committee that a member be expelled shall not take effect until such resolution is confirmed by an ordinary resolution of the Council of the Institute, and the member concerned shall be given the opportunity to be heard by the Council before it decides whether or not to adopt any such resolution of the Ethics Committee.

H4.5.16  A member who is dissatisfied with a decision by the Ethics Committee that is adverse to that member may by notice in writing delivered to the Manager of the Institute within sixty days of the giving of such a decision (or within such later time as the Council may by ordinary resolution allow) appeal against such decision.

H4.5.17  The Council shall proceed to hear and determine an appeal from a decision of the Ethics Committee as expeditiously as is reasonably possible. The member who is appealing shall be given a reasonable opportunity to be heard on the appeal, but otherwise the procedure to be adopted shall be at the discretion of the Council. The Council shall decide the appeal by ordinary resolution, and shall in reaching a decision as to what should be the outcome of the ethics complaint giving rise to the appeal has all of the powers of the Ethics Committee, and may, within those powers, decide to vary the penalty that was imposed by the Ethics Committee.

H4.5.18  On the hearing of an appeal by the Council, and in considering whether or not to confirm a resolution of the Ethics Committee that a member be expelled, the Council shall be provided with a record of the proceedings before the Ethics Committee, including the evidence, and shall be bound by any findings of fact made by the Ethics Committee, unless it is persuaded that it would be manifestly unjust for it to do so, and it shall not be necessary for the evidence before the Ethics Committee to be recalled before the Council.

H4.5.19  In any proceeding under this procedure neither the Ethics Committee nor the Council shall be bound by the rules of evidence and each shall proceed with as little formality and technicality and as much expeditiousness as a fair consideration permits.

H4.5.20  The Ethics Committee or the Council may direct that any finding made by the Ethics Committee or the Council (as the case may be) made against a member as a result of an ethics complaint be reported to members in a publication of the Institute, or be reported to the appropriate regulatory authorities.

H4.5.21  A member against whom an ethics complaint has been made and which is subsequently dismissed may publicise that dismissal to the same extent as any publicity given to the lodging of the ethics complaint.

H4.5.22  The Council may from time to time make or amend the guidelines to assist members in the implementation of these procedures. Such guidelines must not be inconsistent with these procedures.

H4.5.23  All members are bound by a determination of the Ethics Committee or the Council made pursuant to these guidelines.

H4.6     Summary

The primary objective of this procedure is to encourage interventions through discussions and/or mentorship to continuously improve ethical awareness and behaviour patterns on the part of SAIMM membership. The SAIMM as an entity (including its structures) cannot and does not raise complaints (SAIMM members, or members of the Public, however, can). The Complaints Committee can investigate and build a case based on a complaint (it doesn’t raise them or formulate complaints). The role of the Ethics Committee is to judge the case/facts presented by the Complaints Committee, it does not investigate or formulate a case – this is the principle of separation of roles/powers. So:

• • • Every member of the SAIMM is subject to the Complaints process, as defined in the Constitution
    • Complaint is raised by a member of the public (including SAIMM members).
    • The complaint is investigated by the Complaints Committee who investigate it and try to resolve it amicably between the parties. If this fails, they formulate a case and present it to the Ethics Committee.
    • The Ethics Committee judge the case presented to it, using the principle of the balance of probabilities (not beyond reasonable doubt which is the standard in legal cases). The Ethics Committee does not investigate or add to the case or complaint.
    • At every stage, an independent appeals process is available

However, before a complaint gets to the Complaints Committee, there are alternative interventions or remedial actions that can be followed, remembering that the Code is not meant to be a “big stick”, and that the primary objective is to continuously improve and guide ethical behaviour patterns on the part of SAIMM members:

H4.6.1 Consequently, the first course of any intervention, or remedial action should be for the member to approach the transgressor, personor colleague privately, to discuss the issue or concern in an open, reasonable and professional manner.

H4/6/2 It is appreciated that, for any number of personal reasons, this may not be possible or desirable. In these situations, the member should consider approaching a colleague to assist with the intervention. This may be a mutually respected acquaintance/colleague or a senior Fellow of the SAIMM.

H4.6.3 It is only if all personal efforts at remedial action have failed (or where the issue is one of serious professional misconduct), that the member should follow the formal complaints process detailed in this SAIMM Procedure.

H5       BIBLIOGRAPHY

The SAIMM Code of Professional Conduct has been compiled and benchmarked against various other international and local codes applicable to the engineering and geoscientific fraternity. A short, bibliography is provided below. Members are encouraged to consult these, and other, references for a more comprehensive understanding of applicable ethical principles.

Code for Professional Conduct Regulations – By-Law 18 of the Constitution of The Institute of Materials, Minerals and Mining (IOM3).

Code of Ethics for the practice of professional engineering and Professional Geoscience. APEGM, Canada.

Code of Ethics of the Australian Institute of Mining and Metallurgy (AusIMM)

Code of Conduct of the Institute of Directors of South Africa (IoDSA)

Code of Conduct – John Wood Group PLC

Code of Ethics – Engineering Council of SA (ECSA)

Code of Conduct – South African Council for Natural Scientific Professions (SACNASP)

Code of Ethics – Geological Society of South Africa (GSSA)

BY-LAW I
YOUNG PROFESSIONALS COUNCIL (YPC)

Revised 15 November 2019

I1         ESTABLISHMENT OF A YOUNG PROFESSIONALS COUNCIL (YPC)

I1.1 The SAIMM Council (‘the Council’) acknowledges the valuable contribution that young professionals can make to the effectiveness of the Institute and considers their meaningful involvement in the operation of the Institute to be a valuable part of their development process. Young professionals are defined as those members of the Institute who are 35 years old and younger.

Establishment of a Young Professionals Council

I1.2      In accordance with clause 3.21 of the Constitution, the Council may frame By-laws, which must be consistent with the provisions of the Constitution for the conduct of the business and the management of the affairs of the Institute. The Council has in terms of this By-law constituted a Young Professionals Council. The objectives of the Young Professionals Council shall be in accordance with Clause 1.5 of the Constitution.

Name

I1.3      The Young Professionals Council shall be termed “Young Professionals Council of the Southern African Institute of Mining and Metallurgy”, hereinafter referred to as the “Young Professionals Council” and abbreviated as “YPC”.

Governance of the Young Professionals Council

I2         AUTHORITY OF YOUNG PROFESSIONALS COUNCIL

I2.1      The YPC may make rules governing its meetings and the business and conduct of its affairs, but it shall consult with the Council before doing so. Such rules may include the drawing up of a YPC Constitution for formal ratification by the Council.

Representation on Council

I2.2      The YPC shall be represented on the Council by the Chairperson and/or Vice Chairperson of the YPC who shall be co-opted by the Council.

Authority

I2.3      The YPC shall act on behalf of the Institute according to the mandate received by the Council and specifically by the activities and duties under Clause 3 of this By-Law

Debts

I2.4      Nothing in these Rules shall empower the YPC to contract debts or any legal obligations in the name of the INSITITUTE in any way.

I3         YPC ACTIVITIES AND DUTIES

Activities

I3.1      The activities of the YPC shall be to develop and promote initiatives and industry awareness of young professionals within the defined age group and to provide an alternative perspective to the Council to consider in its decision-making. These activities will encompass but not be limited to the following focus areas:

I3.1.1     Education – representing the interests of primarily pre-graduates in basic and higher education on matters of career guidance, academic development and life skills.
I3.1.2     Career Guidance – representing the interests of primarily post-graduates in mining and metallurgy on matters of training, professional development and life skills.
I3.1.3     Enterprise – Undertake industrious initiatives of some scope, complication and risk to serve the interests of young professionals.

Duties of the YPC

I3.2      The duties of the YPC shall be related to the issues and challenges facing young professionals as detailed in Clause I3.1.

I3.3      No member of the YPC shall have the authority to speak on behalf of the SAIMM or make press statements to media without the approval of at least two Office Bearers acting on behalf of the Council.

I4         YOUNG PROFESSIONALS COUNCIL

Constitution of the YPC

I4.1      The affairs of the YPC shall, subject to the control of the Council, be managed by the YPC members constituted as follows:

I4.4.1        Chairperson
I4.4.2        Vice-Chairperson
I4.4.3        Secretary
I4.4.4        Treasurer
I4.4.5        Immediate Past Chairperson (if eligible)
I4.4.6        A minimum of thirteen (13) and a maximum of eighteen (18) members 35 years of age and younger
I4.4.7        The Council shall have two representatives of the YPC to ensure continuity and that the interests of the Institute are maintained.

I4.2      Any member of the SAIMM, who is 35 years old and younger is eligible to serve on the YPC. The maximum age that a YPC member may reach before being required to step down from the YPC will be 35 years.

I4.3      Members of the YPC shall be elected as provided for in this By-law and shall hold office until their successors have been elected. The manner of nomination and election of members of the Young Professionals Council shall be as set out in this By-law. Members of the YPC shall retire annually but shall be eligible for re-election.

I4.4      The YPC may, to ensure adequate representation based on the identified needs, such as diversity, and the balance of the practice areas of mining and metallurgy, nominate, elect and co-opt by unanimous vote no more than four (4) additional members to the YPC. Such additional members shall have the privileges and responsibilities of elected YPC members and shall serve for that current session. The names of such co-opted members shall be announced at the next General Meeting of the Institute following their appointment.

I5         ELECTIONS

I5.1      Only candidates who are 34 years and younger at the time of the election, shall be considered for election to the YPC.

Notices

I5.2      A notice calling for nominations for members of the YPC shall be distributed to all members who are 35 years old and younger not later than the first day of April in each year and all such nominations shall be lodged with the Manager not less than one hundred and twenty (120) calendar days prior to the date of the Annual General Meeting.

Nominations

I5.2.1        Each nomination of a member for election to the YPC, must be proposed and seconded by at least two (2) Corporate or non-corporate members on the prescribed official nomination form.

I5.2.2        On receipt of the nominations the Manager of the SAIMM shall notify each nominee and request his/her acceptance or otherwise of such nomination within ten (10) calendar days. Failure to accept such nomination will make it null and void.

Ballot list

I5.3      At least ninety (90) calendar days prior to the Annual General Meeting, the Council shall cause to be forwarded to all members who are not older than 35 years the relevant ballot list showing the names of candidates. In addition, a short CV per candidate will be included.

Voting

I5.3.1        The prescribed electronic voting process of voting for nominees to sit on the YPC shall take place over a period of four (4) weeks but not later than sixty (60) days prior to the Annual General Meeting.

I5.3.2       In the event of the number of votes being found to be equal for any two or more candidates, all of whom cannot be declared elected; the current YPC shall determine the procedure to be followed to finalise a tied ballot.

Nominations by the Council

I5.4      Should the nomination list for members to be elected to the YPC not include the names of as many members as are required to fill the vacancies on the YPC, the SAIMM Council shall, after scrutiny of the ballot, nominate members to complete the list and the members nominated shall be declared elected at the Annual General Meeting.

I6         OFFICE BEARERS

I6.1      The YPC shall elect its Office Bearers, hereinafter referred to as “YPC Office Bearers”.

I6.2      YPC Office Bearers shall consist of –

• Chairperson
• Vice- Chairperson
• Secretary
• Treasurer
• Immediate Past Chairperson -

I6.3      There shall be an automatic annual progression from Treasurer to Secretary, Vice-Chairperson, Chairperson and Immediate Past Chairperson.

Elections of Office Bearers

I6.4      The Office Bearers referred to in Clause I6.2 shall be confirmed each year by the YPC during the July meeting to ascertain that all Office Bearers are still willing, available and able to fulfil the positions to which they have been elected.

I6.5      The YPC Office Bearers shall be ratified by the retiring SAIMM Council at the July meeting of the Council.

I6.6      No member of the YPC may hold two offices simultaneously or be elected to the same position for two years in succession

I6.7      A notice calling for nominations for vacant ’positions shall be distributed to all eligible members of the YPC and all such nominations shall be lodged with the Manager at least two weeks prior to the first meeting of the new YPC term.

I6.7.1        On receipt of the nominations the Manager of the SAIMM shall notify each nominee and request his/her acceptance or otherwise of such nomination. Failure to accept such nomination will make it null and void.

I6.7.2        In the event of only one nomination, that candidate shall be regarded as having been duly elected.

I6.7.3        If there are two or more candidates nominated, the candidate who receives the most votes will be duly elected.

I6.7.4        In the event of the number of votes being found to be equal for any two or more candidates, - the Immediate Past Chairperson of the YPC shall have the casting vote.

I6.8      An Immediate Past Chairperson may not be re-elected to Office Bearers in any position.

I6.9      YPC shall have the right to co-opt one additional member to Office Bearers if good reason to do so exists.

I6.10      YPC may delegate some of its power to YPC Office Bearers if it is deemed by the YPC to be in the interest of the Institute. Any such delegation of power shall only be valid for the current session of the YPC or any such shorter period as deemed appropriate by the YPC.

I6.11      The YPC Office Bearers shall be accountable to the YPC and shall -

I6.11.1      manage the affairs of the YPC in terms of the mandate given by the YPC;

I6.11.2      implement the motions and resolutions of the YPC;

I6.11.3      advise the YPC on matters related to the functioning of the Institute and the attainment of its goals.

 

I7         MEETINGS OF THE YPC

Meetings

I7.1      The YPC shall meet as often as deemed necessary for the proper execution of its duties, but not fewer than six times per year. In the period between meetings, urgent decisions may be taken electronically via an email vote. The urgency of matters shall be decided by the Chairperson, in consultation with the Manager of the SAIMM.

I7.1.1        The Chairperson of the YPC or, in his/her absence, the Vice Chairperson, or, in the absence of both parties, a member of the YPC shall take the Chair at meetings of the YPC.

I7.2     At meetings of the YPC, a majority of eight YPC members present at the meeting shall form a quorum. All matters shall be decided by vote of a simple majority of members present at the YPC meetings.

I7.2.1        The Chairperson of the YPC shall have a deliberative vote and, in the event of a tied ballot, a casting vote.

I.7.3     Meetings of the YPC shall be held on dates decided by the YPC. Notices convening meetings shall be dispatched to members not less than seven (7) days prior to the dates of such meetings.

Minutes

I7.4      Minutes of all meetings of the YPC shall be kept and, after scrutiny by the Chairperson, one copy thereof shall be forwarded within thirty (30) days to the Manager of the Institute. These minutes shall include an attendance register.

Report to Council

I7.4.1        The Council shall be kept informed concerning the activities of the YPC and copies of all notices of meetings forwarded to the Manager of the Institute.

I7.4.2        An abridged Chairperson’s Annual Report to the Council is to be forwarded to the Council by mid-July in each year.

Forfeiture of YPC Membership

I7.5     Should any member of the YPC be absent without prior approved leave from the YPC Office Bearers for more than two (2) consecutive meetings, he/she may, at the discretion of the YPC, be requested to forfeit his/her seat on the YPC.

I8         FINANCIAL ADMINISTRATION OF THE YPC

Dissolution

I8.1      The Council may allocate funds and/or assistance as it may, from time to time, find necessary to provide for the satisfactory functioning of the YPC.

I8.2      An estimate of the expected expenses and anticipated accruals of the YPC for the ensuing year shall be made by the Treasurer of the YPC and the Manager of the Institute at the April meeting of each year. This estimate, together with the required funding for the year, shall be submitted to the Council for approval.

I9 DISSOLUTION OF THE YPC

I9.1      The Council shall retain the power to dissolve the YPC and a copy of the resolution of the Council deciding upon such dissolution shall be sent to the Chairperson of the YPC.

I9.2      All assets, books, records and funds of the Institute in the custody of the YPC shall remain the property of the Institute and, in the event of the dissolution of such YPC.

I10 REVIEW OF BY-LAW

Amendments to By-Law

I10.1    Amendments or variations to these By-Laws may be made by the Council on its own initiative or on recommendation of a properly constituted meeting of the YPC following a majority decision of a meeting where a quorum is present provided that notice of the proposed change(s) is given fourteen (14) days in advance of the meeting.

I10.2    Proposed amendments or variations must be submitted to the Council for approval prior to implementation.