Constitution

(Including amendments approved by the Annual General Meetings of 26 June 1963, 29 July 1965, 3 July 1970, 23 July 1972, 10 August 1973, 10 August 1974, 8 July 1976, 18 September 1979; Special General Meeting on 24 November 1979; and Annual General Meetings of 23 June 1987, 29 June 1988, 11 June 1990, 7 July 1992, 6 July 1993 and 9 July 1997).

THE NAME
The name of the Society shall be the “ZOOLOGICAL SOCIETY OF SOUTHERN AFRICA”. Southern Africa for this purpose includes the countries south of the Zambezi-Kunene Rivers.

Membership of the Zoological Society of Southern Africa shall be open to all who qualify in terms of article 6 of the constitution, irrespective of race, colour, gender, language, religion, and social or national origin.

CAPACITY AND PROPERTY
The Society shall be a juristic person with capacity, inter alia, to institute and defend legal proceedings in its own name, to own fixed and movable property in its own name, to buy and sell it, to let, mortgage or pledge it or to encumber it any other way, and jointly to do all acts which are necessary in law for the promotion and protection of its objects and interests.

The property of the Society shall be vested in the Council as constituted in terms of the Constitution.

No profits or gains shall be distributed to any person and the funds of the Society will be utilized solely for investments or the objects for which the Society was established.

Upon winding up or liquidation the society will be obliged to give or transfer its assets remaining after the satisfaction of its liabilities to some other company, society or association with objects similar to its own.

OBJECTS OF THE SOCIETY
General

(a) To promote, facilitate and encourage zoological research in southern Africa;

(b) To preserve southern African fauna and to support legislation to this end, and, if necessary, to oppose legislation tending to have adverse effects thereon;

(c) To be actively concerned with the welfare of animals; Co-ordination and Education

(d) To assist in the co-ordination of zoological research in Southern Africa by means of congresses, meetings and publications covering current research work, and to have contact with foreign zoological societies and international organizations dealing with zoology, wherever possible;

(e) To co-operate with public authorities and to act in an advisory capacity where asked to do so;

(f) To stimulate public interest in zoology by means of publications, meetings, film shows and any other means;

Scientific Publications

(g) To publish a zoological journal.

MEMBERSHIP
The membership of the Society shall consist of:

(a) Institutional Members
Any bonafide institution or society with an interest in zoology or any other object of the Society is eligible for Institutional membership.

(b) Ordinary Members
Any person over the age of 18 years is eligible for Ordinary Membership.

(c) Retired Members/Pensioners
On application, proof of age and status(retired/pensioner) should be supplied. Any person, over the age of 60, and who is retired, is eligible for this class of membership. Such a member will enjoy all the rights and privileges of an Ordinary member.

(d) Student Members
Any person under the age of 18 years and/or a bonafide student at any school, university or other educational institution in southern Africa approved by the Council, is eligible for Student Membership, provided he or she had not been a post Honours or equivalent student for more than four years, or is not in full time employment. A student Member must provide proof that he or she is a full time student.

(e) Overseas Members
Any person over the age of 18 years who, permanently or for a period of 9 months or more consecutively, resides outside southern Africa is eligible for Overseas Membership.

(f) Honorary Members
The Council shall have the power to elect as an Honorary Member any person who is a prominent zoologist or has, in the opinion of the Council, in a great measure helped the Society or furthered its aims and objects.

(g) Temporary Members
The Council shall have the power to elect any person on a visit to southern Africa as a Temporary Member for a period not exceeding six months in any year.

(h) Life Membership
Any person over the age of 18 years is eligible for Life Membership upon payment of a sum prescribed by Council. An Ordinary Member who retires and has been a member for 25 consecutive years may be nominated a Life Member at the discretion of the Council.

(i) Family Membership
Any two persons eligible for ordinary or student membership and married to each other are eligible for Family Membership. The membership fee will be the standard for the specific class of membership per family, plus an additional amount determined by council. Only one copy of the Journal and Newsletter will be received. At Symposia both family members will pay the full registration fee for members.

(j) Associate Membership
Associate, rather than full membership of the Society is available to a person whose expertise falls within the ambit of an affiliated specialist Group, recognised by Council, but outside that of the general activities of the Society. Associate members will pay a lesser subscription fee determined by Council, but are not entitled to receive the Journal free of charge. At symposia associate members will pay the full registration fee of an ordinary member.

PAYMENT OF SUBSCRIPTIONS
Subscriptions of institutional, ordinary, retired/pensioner, student, overseas, family and associate members are due on the 1st January in every year. Any member who has not paid the annual subscription before the 1st July shall forfeit membership while the subscription is unpaid. The council shall however, have power exercisable in its entire discretion to reinstate any such member after he/she shall have discharged his/her obligations to the society.

Any member elected after the 30th June shall be liable to pay by way of subscription an amount equal to half the annual subscription of Members of his/her particular class.

Subscriptions of temporary members shall be due within 14 days of receipt of notification of election.

Subscriptions for the different classes of membership shall be decided by the Council and shall be reviewed periodically.

ELECTION OF MEMBERS
Members shall be elected by the Council on application in writing to the Honorary Secretary, which shall be considered by the Council at its next meeting. An election shall take place and in the event of two or more negative votes, the application shall be rejected. The Council shall have the power to limit the number of members in any class of membership.

The Honorary Secretary shall notify new members of their election. No candidate whose proposal for membership has been rejected shall be sponsored for election as a member of the Society until the expiration of 12 months from the date of rejection.

MANAGEMENT OF THE SOCIETY
The management of the Society shall be in the hands of the Council.

Council
The Council of the Society shall consist of the President, Immediate Past President (ex officio), Vice-President, Honorary Secretary, Honorary Treasurer, Honorary Editors of the publications, and 10 other members. See clause 34 for representation by specialist groups.

The President and Vice-President shall have been members of the Council for at least two years preceding their election.

Election of the Council
(a) The members of the Council (excluding ex officio members) shall be elected biennially from 1990 among Ordinary, Life, Honorary, and Family Members (excluding Associate and Student members) of the Society by members entitled to vote from among Institutional, Life, Honorary, Ordinary, and Family Members (excluding Associate and Student ).Voting shall be by post, and such postal votes shall be opened and counted at, or before the Annual General Meeting.

(b) Nominations shall be encouraged from the full geographical area covered in Clause 1.

Nominations of candidates for the Council (President, Vice- President, Honorary Secretary, Honorary Treasurer, Honorary Editors of publications, and 10 Councillors)
shall be called for by the secretary not less than 8 weeks before the date set for the election of Council. Nominations shall be in writing, signed by two members or, in the case of an Institutional Member, by authorised members of the Institution or Society and shall be posted or delivered to the Honorary Secretary not less than four weeks prior to the date of the elections.

The Honorary Secretary shall at least three weeks before the date of the election of Council, compile a list of the nominations for the various vacancies and shall circularise voting papers amongst members entitled to vote.

The elected members of the Council shall from 1990 hold office for two years and any retiring Councillor shall be eligible for re-election. The offices of President and Vice-President shall each not be held by any one person for more than one term (two years). No member of Council shall stand for more than six years consecutively, except the Honorary Secretary, Honorary Treasurer, and Honorary Editors of publications. He or she may, however, be elected again after two years.

Meetings of the Council
Council shall meet as often as may be necessary for the management of the Society’s business, but shall meet not less than once every four months and shall appoint its own dates for such meetings and regulate its own proceedings. A special meeting of the Council may be called at any time by the Honorary Secretary and shall be called by him/her within seven days after receipt of a written request to that effect, signed by no fewer than five voting members of the Council.

Any five members of the Council shall constitute a quorum and all questions shall be decided by majority. In the case of equality of votes, the Chairman shall have a casting vote.

The President, or in his/her absence, the Vice-President, shall ex officio, be the Chairman and if neither are present the Councillors at a meeting shall elect one of themselves to act as Chairman.

In the event of a Councillor being absent from three consecutive meetings, without giving satisfactory explanation for his/her absence, his/her place may be declared vacant by postal vote of the Council members, who may elect another in his/her stead.
Should vacancies occur in the Council between Annual General Meetings from any other cause, they shall be filled in the same manner. All Councillors so appointed shall hold office until the next Annual General Meeting.

The Council shall have power to co-opt not more than five additional members. These co-opted members only to serve for a period of up to one year as may be determined by Council. These members may, however, be co-opted again during the following year. Co-opted members shall not have voting rights.

The Council shall cause minutes of all resolutions and proceedings of the Society and of the Council to be recorded, and in particular shall cause to be entered in such minutes: –

(a)The names of the Councillors present at each meeting of the Council.

(b) All resolutions and decisions of the Council and of all General Meetings of the Society.

(c) All appointments of Officers or Officials of the Society.

(d) Any other competent business of the Society.

CONDUCT OF MEMBERS
The Council shall be fully empowered and authorised in its absolute discretion to take such disciplinary action as it may deem advisable against any member of the Society for breach of any of the conditions of this constitution and/or any rules, regulations or bye-laws framed thereunder or for any breach of etiquette or unconstitutional activity or conduct which in the opinion of the Council is detrimental to the unity, harmony, interests and well-being of the Society. Such disciplinary action will take the form of suspension, expulsion or other suitable action which in the discretion of the Council, is in the interest of the Society.

Notice of Expulsion
In the event of expulsion or during suspension, as the case may be, such member shall automatically be expelled or suspended as a member of the Society and notice thereof shall forthwith be given to such member in writing by the Honorary Secretary.

Any member who is dissatisfied with any decision of the Council shall have the right to appeal at the Annual General Meeting. Such member shall state in writing the grounds of the appeal.

GENERAL MEETINGS
The Annual General Meeting shall be held once a year at a time and place determined by the Council, to ratify the election of the Council and other Officers for reading and considering the reports of the President or Honorary Secretary, and Honorary Treasurer and the Honorary Editors of Publications, and to attend to any special business which may properly be dealt with in terms of the constitution and general business. If a scientific meeting is organized in any given year, the Annual General Meeting should be held at the same time and place.
A Special General Meeting may be called at any time by the Council, or by the forwarding of a written requisition signed by at least 14 members of the Society to the Honorary Secretary. Any notice calling a Special General Meeting shall state precisely the business for which such meeting is called and no business other than that specified shall be discussed at such Special General Meeting.

Written notice of all General Meetings shall be sent to each member of the Society. In the case of the Annual General Meeting, at least eight weeks before the date of such meeting and in the case of a Special General Meeting at least 14 days before such meeting, as the case may be, and in the case of a Special General Meeting the business for which such meeting is called shall be specified.

Quorum of General Meeting
At all General Meetings of the Society a quorum shall consist of 14 members competent to vote. If no quorum be present within half an hour of the appointed time for the commencement of the Annual General Meeting, it shall stand adjourned to the same time of the same day in four weeks time, where it will be convened by e-mail or some other electronic means. The meeting shall be deemed validly held, whether or not a quorum be present. If there is no quorum present at a Special General Meeting, the meeting shall be cancelled.

Vote at General Meetings
Only Life, Honorary, Ordinary, Family, and Institutional Members shall have the right to vote at any General Meeting. The voting powers of members entitled to vote shall be exercised as follows:

(a) Each member (except Institutional Members) shall have one vote.

(b) Institutional Members shall be entitled to exercise their voting powers through two representatives whose names shall be registered with the Honorary Secretary of the Society before the commencement of the Meeting, each of whom shall have one vote.

(c) A member may vote by proxy. No person may hold more than two proxy votes.

(d) In the event of the equality of votes the President or, in his/her absence, the Chairman appointed for that Meeting, shall have a casting vote.

(e) Voting shall be by show of hands but any member or representative may demand a count of votes.

(f) Voting shall be by ballot if demanded by a majority vote.

(g) The declaration of the President, or, in his/her absence, the Chairman appointed for that Meeting, that a Resolution has been carried shall be conclusive unless a recount of the vote is immediately demanded.

SUBCOMMITTEES
The Council shall have power to appoint committees to deal with such matters as occasion may require.

GROUPS
Full members of the Society with common specialised interests who form themselves into a group may request Council’s approval to become an affiliated group to the Society. Each group shall establish a local headquarter and shall appoint a group committee, and have operated satisfactorily for at least one year before affiliation shall be considered by Council. The group chairman, if not elected to council, shall ex officio be a member of the Council unless the group is otherwise represented by an elected member. The ex officio member shall not have voting rights. The Chairmen of these groups shall be responsible for group activity reports to be tabled at the Annual General Meeting of the Society.

FINANCE
The financial affairs of the Association shall be controlled by the Council. The Council shall operate a banking account and all cheques shall be signed by the Honorary Treasurer and by the President or the Secretary or, in the absence of any two of these officers, by the remaining signatory and one of two other members of the Council designated by the Council on that behalf.

The accounts of the Society shall be audited by an auditor appointed by the Council.

BYE-LAWS
The Council shall have power to make or amend bye-laws as they consider necessary for the running of the Society.

ALTERATION OF THE CONSTITUTION
No item of the constitution shall be altered, rescinded or added to without the consent of at least two-thirds of those members present and entitled to vote at an Annual General Meeting. Eight weeks’ notice of such proposed alterations, shall be given to the Honorary Secretary, who shall embody such proposed alterations in a notice to members convening the meeting at least four weeks prior to the meeting.

INTERPRETATION OF RULES
In case of doubt of the strict meaning of any rule, the interpretation of the Council shall be binding upon the members until the next Annual General Meeting when, if so desired, the matter may be referred to the members generally for the decision of a majority.

 

 

 

 

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