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logoSConstitution 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

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.