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Article Index

Page 7 of 10
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.