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 Constitution of The South African Airways Museum Society



August 2006
In the text the masculine of a word shall have the same meaning as the feminine.
1.             NAME
1.1           The name of the society shall be "The South African Airways Museum Society" hereinafter referred to as the Society.
2.             MISSION
2.1           To preserve the history of Civil Aviation serving the Union/Republic of South Africa with particular emphasis on South African Airways.
2.2           To Acquire, Restore, Research and Maintain aviation exhibits relating to the history of civil aviation within South Africa.
2.3           To raise funds for the Society.
2.4           To develop and promote the aims of the Society and its objectives by means of meetings, displays, publications, advertising and the use of electronic media.
3.             PATRON
3.1           The Chairman of the Executive Committee may, with the approval of the Committee, invite a person to become Patron of the Society.
4.             STRUCTURE
4.1           The Society will be structured on a Main and Regions basis whereby a Region may only be established and set up after approval by the Executive Committee.
4.2           A Region will (in the person of the regional Custodian) at all times be responsible to the Executive Committee.
4.3           A Region may at all times operate independently within the parameters and rules as laid down by the Executive Committee.
4.4           A member of the Society is entitled to become involved in the activities or any specific project of a Region.
5.             MEMBERSHIP
5.1           Full membership of the Society shall be open to all persons over the age of 16 years, after approval by a committee member. Junior membership shall be available to children of full members, who are aged from 6 to 16.
5.2           Members shall receive all notices issued by the Society and may attend any of the meetings of the Society with the exception of Executive Committee Meetings. (Unless by invitation)
5.3           Members may take part in any of the activities of the Society and may consult any films, videos, books, publications or documents in the Museum Library.
5.4           A member may bring two friends to any Ordinary or Working Meeting, except on special occasions when the number of visitors may be restricted.
5.5           No member shall claim to represent the Society at any venue or activity organised by any other body, without the prior approval and consent of the Executive Committee.
5.6           Any member whose conduct is detrimental to the Society as decided by the Committee shall be expelled from the Society and his name deleted from the list of members.
6.1                Honorary Membership may be bestowed upon any person whom the Executive Committee decides, has attained a position of eminence in his profession or his association with the Society.
6.2                Honorary Members shall not have the right to hold any Office in the Society but may vote at any General Meeting of members.
6.3                Honorary Members are not liable for membership fees.

7.             SUBSCRIPTIONS
7.1           The annual subscription payable to the Society shall be determined at the Annual General Meeting or at any Special General Meeting called for that purpose.
7.2           The subscription period shall be from the 1st January to the 31st December. Full members joining the Society after the 30th June shall pay one half of the annual subscription. Family members still pay usual fee.
7.3           Any member whose annual subscription is six months in arrears shall have his membership reviewed by the Executive Committee and shall lose his voting rights until his full year’s subscription is paid.
8.1           The Executive Committee shall consist of a Chairman, Vice Chairman, Treasurer, and Secretary plus any other member in good standing as appointed by the Executive Committee. All Committee members shall be fully paid-up members of the Society. Executive Committee members shall be elected at an Annual General Meeting of the Society open to all Museum Members.
8.2           Members of the Executive Committee shall serve for a period of two years. At the Annual General Meeting scheduled to elect a new Committee, the outgoing Committee members will retire from office but shall be eligible for re-election.
8.3          Additional members may be co-opted onto the Executive Committee for any period of time as and when necessary.
8.4          If a vacancy occurs on the Executive Committee between Annual General Meetings, the Committee shall have the power to appoint an incumbent to fill the vacancy until the next Annual General Meeting. Where possible, nominations shall be submitted for the post within the 14-day period prior to the Annual General Meeting. This not being possible, nominations for the vacancy, made at a fully constituted Annual General Meeting, may be accepted for consideration for election by the members.
8.5          The Committee shall meet at least once in every calendar month to manage and administer the affairs of the Society. A quorum shall consist of the 4 elected members of the committee plus any appointed, co-opted and invited members present. Regional representatives may also attend.
8.6           The Chairman or, in his absence, any other member elected by the Committee, shall preside over all Committee Meetings.
8.7           A Committee member who fails to attend two consecutive Committee Meetings without tendering his apologies to the Secretary prior to the holding of that meeting will automatically relinquish his post on the Executive Committee. The Committee does, however, reserve the right to immediately reinstate such Committee member, should it consider such reinstatement to be in the Society's best interest.
8.8                The Secretary shall attend all Meetings of the Committee and take minutes of the proceedings. He shall also handle the correspondence of the Society.
8.9                At any Committee meeting the Secretary shall act as scrutineer.
8.10        The Treasurer shall receive all monies due to the Society and pay all its liabilities within the limits of the Society's finances. He shall also keep a record of all receipts and payments authorised by the Committee and make such records available to the committee and to the Auditor as appointed.
9.1           The Executive Committee shall have management and control of the affairs and assets of the Society.
9.1.1       The Executive Committee shall not place the assets of The South African Museum Society as collateral for any loan agreement or financial lien that the Society may enter into.
9.2           The Executive Committee shall have the power to:
9.2.1       Make or amend rules consistent with the Constitution of the Society.
9.2.2       Pay in full or part, any expenses incurred by any Region, member or any other person in the execution of the Society’s affairs.
9.2.3       Nominate any member to serve on any other body with whom the Society may be concerned.
9.2.4       Grant and recognise full reciprocity to any other body of similar standing.
9.2.5       Approve/Reject an application for the formation of a Region.
9.2.6       Control the nature of display within a Region (so as to avoid undue areas of duplication).
9.2.7       Approve and Control the transfer of Assets and Memorabilia within Regions.
9.3           Working Meetings shall be organised by a Region whenever necessary to undertake any tasks on behalf of a Region or the Society in general.
The Regional Custodian, or his appointee, shall:
9.4           Display and make visible within a Region the notification issued by the Executive Committee of the Annual General Meeting or any Special General Meeting of the Society one month prior to the meeting.
9.5           Present a statement of accounts for submission to the Treasurer of the Executive Committee, on a monthly basis.

10.           MEETINGS (GENERAL)
10.1        The Annual General Meeting of the Society shall be held during the month of August of each year, one month's notice of which shall be given to all members.
10.2        The business of the Annual General Meeting shall be:
10.2.1     To receive the various reports on the state of the Society and its Regions and give approval thereof.
10.2.2     To present for approval an audited statement of accounts for the previous financial year. (Refer 15.1)
10.2.3     To discuss any matter or proposal.
Proposals are to be submitted in writing to the secretary at least 14 days prior to the meeting.
10.2.4     To receive nominations and elect members of the Executive Committee.
10.2.5     To appoint auditors for the ensuing year. (Refer 15.1)
10.3        The quorum at a Special or Annual General Meeting shall be all members of the Executive Committee plus any number of current year’s paid up members present.
10.4        A Special General Meeting may be requested by twenty-five percent of members of the Society by means of a letter to the Secretary giving the reasons for such a meeting. Such Special General Meeting shall be called within 30 days but not less than 14 days after the receipt of the letter and notification of the Meeting given to all members.
10.5        Ordinary Meetings shall take place as and when called by the Executive Committee.
11.           VOTING
11.1            At any General or Ordinary Meeting, any resolution put to the vote of the members shall be decided on by a show of hands, unless a ballot is demanded by the members present in which case 2 scrutineers shall be appointed. In the event of an equality of votes the Chairman of the Meeting shall be entitled to a casting vote.
11.2            At any Committee meeting the Secretary shall act as scrutineer.
11.3            Except where an amendment to this Constitution is in issue, all resolutions shall be carried by a simple majority.
11.4            In the case of any resolution to amend this Constitution, such resolution shall only be carried by a two-thirds majority at a meeting of which at least 14 days notice was given to all members.
11.5            Proxy Votes will be accepted at any meeting, provided that notification in writing has been received by the Secretary before the meeting takes place.
12.           MEETINGS (REGIONAL)
12.1        Members within a Region shall meet at least once in every calendar month or when called upon by the Executive Committee, to manage and administer the affairs of a Region within the Society. A quorum shall consist of the Regional Custodian plus any members present.
12.2        The Regional Custodian, or in his absence, any other member elected by the Members present, shall preside over the meeting.
12.3        The Regional Custodian shall be elected annually from the establishment date of the region by Members of the Region and his name submitted to the Executive Committee for approval and appointment.
12.4        The Regional Custodian shall receive all monies due to the Region, which shall be submitted to the Treasurer of the Executive Committee together with a Statement of accounts for payment within the limits of the Society’s finances. He shall also keep a record of all receipts and payments authorised by the Executive Committee and make such records available to the Treasurer of the Executive Committee.
12.5        The Regional Custodian shall be responsible for the upkeep of the Assets Register within the Region, recording such information as: Condition, Donor, Specific or particular Markings, Research of Origin and Authenticity, as well as the safe custody of all items of memorabilia within the Region.

13.1        Members of a Region shall have the right to submit recommendations to the Executive Committee for amendments to the rules consistent with the Constitution of the Society.
                The Regional Custodian shall:
13.2        Be accountable for the affairs within a Region.
13.3        Identify the requirements of a Region through needs analysis and submit a Budget in respect thereof to the Executive Committee for approval and allocation of funds.
13.4        Submit nominations to the Executive Committee for a member to serve on any other body with whom the Society or Region may be concerned.
13.5        Allocate to member/s any task of their choosing within a Region relative to the nature and business of the Society.
13.6        Conduct legitimate fund raising and promotion of the Society within a Region, after approval from the Executive Committee.
14.1        All subscriptions and monies paid to the Society shall be held in a Bank account in the name of the Society.
14.2        Cheques are to be signed by the Treasurer and one other committee member, who is not the Chairman.
14.3        The financial year shall be from the first day of March to the last day of February the following year.
14.4        The Society’s financial statement shall be submitted to members at the Annual General Meeting.
14.2 Cheques are to be signed by the Treasurer and one other committee member, who is not the Chairman.
15.           AUDITORS
15.1        At each AGM the Society shall approve and appoint an auditor or auditors, who shall not hold any other official post in the Society.
16.1        The Society shall in its own name be capable in law of suing or being sued, and of acquiring moveable property, opening Bank accounts, etc. The Executive Committee shall have the power to act on behalf of the Society in the above, and shall have the power to delegate its authority to one or more of its members or Regions pursuant thereto.
16.2        Contracts, Agreements or Commitments must be reduced to writing at all times, which must be approved by the Executive Committee and ratified by signature thereto by the Chairman, (or in his absence the Vice Chairman) and the Treasurer, (or the Secretary in the Treasurer's absence).
17.           WINDING UP
17.1        The Society or any Region within the Society may be wound up at any time by resolution at a Special General Meeting called for this purpose by the Chairman of the Executive Committee, provided that such resolution is carried by not less than a two-thirds majority of members present.
17.2        In this event, the Executive Committee shall wind up the affairs of the Region or Society, as expeditiously as possible.
17.3        In winding up the affairs of the Society, after discharging of all liabilities, including the costs of winding up, the surplus of funds, together with all assets of the Society, existing or acquired, taking into account due ownership and/or specific instructions or wishes of a Donor relating to any specific item within the Society, shall be donated or disposed of to best benefit to other related Museums, Institutions or Specific Individuals as determined by the Special General Meeting in respect thereof.
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