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Constitution

Interpretation
 For the purposes of this Constitution, words signifying singular numbers shall include the plural and vice versa, words importing persons shall include companies and other bodies corporate and words signifying the masculine shall include the feminine.

 

1. Name
The name of the association is:
THE NATIONAL SCIENCE AND TECHNOLOGY FORUM

 

(hereinafter referred to as "the Forum")

 

2. Objects and powers
The objects and powers of the Forum are:

 

(a) To advance, promote and protect the common interests of its members relating to science and technology; to encourage and promote the general restructuring and advancement of science and technology and to support the development of an integrated science and technology system which reflects the principles inherent in a free and democratic South Africa; to consider, discuss and make recommendations on matters connected therewith or incidental thereto; to collect, circulate and publish information thereon, and to investigate and conduct research into such matters; to represent its members and to act on their behalf in matters affecting science and technology;

 

(b) to make representations or submit any evidence to the State President, Parliament, any other legislative or administrative body or any commission on science and technology matters and to seek to influence legislative measures in the field of science and technology;

 

(c) to promote and foster the exchange of views among members of the Forum and to liase and co-operate with other organisations on matters of common interest;

 

(d) to acquire and hold and also to improve, sell, let or mortgage, dispose of or deal with any property whether movable or immovable for the purposes and benefit of the Forum;

 

(e) to invest any moneys of the Forum not immediately required upon such security or securities and on such terms and conditions as may from time to time be determined by the Executive Committee established under Rule 14 (hereinafter referred to as "the Executive Committee");

 

(f) to borrow and raise money for the purposes of the Forum and to pledge as security for the repayment of such moneys all or any of the property or assets of the Forum;

 

(g) to enter into such contracts and do all such acts and things as may be expedient for the purposes of the Forum;

 

(h) to pass by-laws for the regulation of the business of the Forum, and to make such regulations as may be thought proper as to the holding of meetings of the Forum and the transaction of the business thereof;

 

(i) to institute, conduct, defend, compound or abandon any legal proceedings by or against the Forum or its officers or otherwise concerning the affairs of the Forum;

 

(j) to open and operate bank accounts in the name of the Forum;

 

(k) to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected to the business and affairs of the Forum; and

 

(l) to do all such things and to carry out all such undertakings as may be necessary for or incidental to the objects of the Forum.

 

3. Legal Status
(a) The Forum is a distinct and separate legal entity and body corporate, with the power to acquire, to hold and to alienate property of every description whatsoever, and with a capacity to acquire rights and obligations and having perpetual succession.

 

(b) All actions, proceedings at law or any arbitration shall be brought by or against the Forum in the name of the Forum and the Executive Committee may authorise any person or persons to act on behalf of the Forum and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.

 

4. Funds of the Forum
(a) The funds of the Forum shall consist of :

(i) the subscriptions paid by members in terms of Rule 8(e); and
(ii) such donations, contributions or bequests received by the Forum from any source.

(b) The Forum has not been formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Forum or its individual members.

 

(c) The Forum shall not distribute any of its funds to any person and shall use its funds solely for the objects for which it has been established.

 

5. Rights and Liabilities of Members
(a) Membership of the Forum does not give any member a right to any of the moneys, property or assets of the Forum, but only confers upon such member the privilege of membership subject to this Constitution.

 

(b) The liability of members is limited to the amount of unpaid subscriptions or other moneys owed by them to the Forum.

 

6. Membership
(a) The members of the Forum shall consist of:

(i) The founding members as set out in Schedule 1 annexed hereto;
(ii) Any other institution, organisation, or juristic body approved by the Executive Committee of the Forum in accordance with such criteria as it may determine from time to time.

(b) Any institution, organisation or juristic body which wishes to become a member of the Forum shall lodge with the Secretariat of the Forum appointed under Rule 15 (hereinafter referred to as the "Secretariat") a written application to the Executive Committee for admission as such and, for the purposes of the application, the applicant shall provide the Executive Committee with its full name and registered address and such other further information as the Executive Committee may require. The application shall be considered at the next ordinary meeting of the Executive Committee or, if the Chairman so directs, at a special meeting of the Executive Committee convened for that purpose and the Executive Committee shall then decide whether or not the applicant shall be admitted and the terms and conditions upon which it shall be admitted. The decision of the Executive Committee shall not be subject to review.

 

After the meeting of the Executive Committee at which such application is considered, the applicant shall be notified, in writing, by the Secretariat whether or not the applicant has been admitted and of the applicable terms and conditions.

 

(c) There shall be different classes of membership of the Forum, which classes shall be established in accordance with the criteria set out in Schedule 2. Upon the recommendation of the Executive Committee, Schedule 2 may be amended from time to time by the Forum in a plenary meeting, as contemplated in Rule 12 (hereinafter referred to as "in plenary meeting"). The Executive Committee shall allocate every member to one of such classes. In making such allocation the Executive Committee shall be guided, but not bound, by the member’s principal interest in science and technology. The Executive Committee may at any time re-allocate a member to any class or classes.

 

7. Appointment of Representatives
(a) Within fourteen days of admission to membership of the Forum, each member shall appoint, by notice in writing lodged with the Secretariat, a representative and an alternate representative. Such notice shall contain the full names, occupations and addresses of the representatives concerned. An alternate representative of a member, while acting in the place of the representative of that member, shall exercise all the duties, powers and functions of such representative.

 

(b) A member may withdraw the appointment of any representative or alternate representative, by notice in writing lodged with the Secretariat, and if the appointment of any representative or alternate representative is so withdrawn, or if any representative or alternate representative ceases for any other reason to be such, the member concerned shall appoint, within fourteen days thereafter and in the manner prescribed, another in his place.

 

(c) Any representative or alternate representative of a member shall cease to be such:

(i) if he resigns; or
(ii) if his appointment is withdrawn by the member by whom he was appointed; or
(iii) if the member by whom he was appointed, ceases to be a member of the Forum.

8. General Membership Provisions
(a) Any member may withdraw from membership of the Forum upon one month's written notice to the Secretariat.

 

(b) Any member whose subscription is six months in arrear shall automatically cease to be a member of the Forum. The Executive Committee may, on such conditions as it may deem fit, reinstate a defaulting member on payment by it of all subscriptions in arrear and any amounts owing to the Forum.

 

(c) Any member who has infringed the provisions of this Constitution or of any by-laws passed by the Forum in plenary meeting, or being in the opinion of the Executive Committee guilty of any practice likely to bring discredit upon the Forum, may be excluded from the Forum by resolution of the Executive Committee. The Secretariat shall immediately notify the member of such decision and the ground on which such member has been excluded.

 

If a member who has been excluded from the Forum by resolution of the Executive Committee lodges with the Secretariat, within fourteen days of the date of the notification of the expulsion, a request, in writing, that the decision of the Executive Committee be reviewed by the members of the Forum, the matter shall be considered at the next annual general meeting of the Forum or, if the Executive Committee so decides, at a plenary meeting of the Forum convened for the purpose; and the member concerned shall not be excluded from the Forum if the meeting then decides accordingly by a majority of not less than two thirds of the representatives present and entitled to vote. Unless it is so decided that the member concerned shall not be excluded from the Forum, such member shall cease to be a member at the conclusion of the meeting. If such a written request that the Executive Committee’s decision to exclude a member be so reviewed, is not received by the Secretariat within fourteen days of the date of the notification of the expulsion, the member concerned shall thereupon cease to be a member.

 

(d) Cessation of membership in terms of this Constitution shall not release the member concerned from liability for any subscription or any amount due by the member to the Forum or from any other obligation to the Forum.

 

(e) The subscriptions payable for each financial year by each member and any levy payable by the members shall, from time to time, be determined by the Forum in plenary meeting after taking into account the recommendations of the Executive Committee. Such subscriptions and levies shall be paid in advance or in arrear at such time or times or in such amount or amounts as the Executive Committee in its discretion may decide. A member admitted after the commencement of the financial year shall pay as a subscription for such year such amount, not exceeding the subscription that would have been payable by such member for the whole year, as the Executive Committee may decide.

 

9. Control of the Affairs of the Forum
The control of the affairs and business of the Forum shall vest in the members of the Forum in plenary meeting. The members in plenary meeting shall determine the policy and work programme of the Forum and shall exercise all such powers of the Forum as are not by this Constitution required to be exercised by the Executive Committee; provided that any power, function or duty entrusted to the members in plenary meeting may be delegated to the Executive Committee.

 

10. Chairman of the Forum
(a) The Chairman of the Forum shall be elected every three years at its general meeting of the Forum, as contemplated in Rule 11, by the representatives of members present and entitled to vote and in accordance with the procedure set out below.

 

(b) Each candidate for election to the office of Chairman of the Forum, other than a retiring Chairman, shall be nominated by the representative of a member and such nomination shall be lodged with the Secretariat at least fourteen days prior to the date on which the election is to take place or such earlier date as the Executive Committee may determine. The Executive Committee shall, from the nominations received, make a recommendation to the annual general meeting of the Forum as to which person or persons it proposes for the office of Chairman of the Forum. If the Executive Committee recommends only one person for such office, and the annual general meeting accepts that recommendation, then that person shall be deemed to have been elected by the annual general meeting of the Forum. In the event of more than one person having been recommended by the Executive Committee for such office, the decision shall be put to a vote at the annual general meeting of the Forum.

 

(c) The Chairman of the Forum shall hold office until the next annual general meeting after his election when he shall retire, but shall be eligible for re-election.

 

(d) The Chairman of the Forum shall ex-officio be the Chairman of the Executive Committee.

 

11. Annual General Meetings of the Forum
(a) The annual general meeting of the members of the Forum shall be held at such time and place as the Executive Committee may determine, but as soon as may be after the first day of April of each year. The Secretariat shall give at least thirty days notice, in writing, of such meeting to each member.

 

(b) At each annual general meeting the chairman of the meeting shall review the activities of the Forum and refer to any other matters which he may consider to be relevant to the occasion and the Executive Committee shall submit an audited statement of income and expenditure for the past financial year, an audited balance sheet as at the date to which such statement is made up, and the report of the Forum's auditors thereon.

 

(c) At least fourteen days before the date for which each annual general meeting is called, the Secretariat shall send to each member true copies of the audited statement of income and expenditure, the audited balance sheet and the report of the Forum’s auditors thereon, which are to be submitted to the meeting.

 

12. Plenary Meetings of the Forum
The Executive Committee will convene meetings of the Forum for consideration of the business necessary to achieve the objects of the Forum (hereinafter referred to as "plenary meetings"). The Executive Committee may convene such meetings, as and when necessary, and shall convene a plenary meeting within thirty days of the request therefor, in writing, by the representatives of at least three members. Subject to the provisions of Rules 18 and 20, the Secretariat shall give to each member at least seven days notice, in writing, of each plenary meeting, or such shorter period of notice as the Executive Committee may decide; provided that such shorter period of notice, if given, shall not be less than is reasonably necessary to permit the representatives of members to attend the meeting concerned.

 

13. General Provisions Applicable to Annual General Meetings and
Plenary Meetings of the Forum
(a) Each member shall be represented at meetings of the Forum by the representative of such member or, in the absence of any such representative, the alternate representative of such member, duly appointed in terms of this Constitution.

 

(b) The representatives of any member shall be entitled to take part in the discussions at all meetings of the Forum. If the representative of the member is present at any meeting, the alternate representative of that member may also be present and may take part in the discussions, but shall not vote at the meeting on behalf of the member concerned.

 

(c) The Chairman of the Forum shall take the chair at all meetings of the Forum, failing which the Vice-chairman appointed under Rule 14(f) (hereinafter referred to as "the Vice-Chairman") shall take the chair. If neither the Chairman nor the Vice-chairman is present at any meeting, the representatives of members present and entitled to vote shall elect one of those representatives to be chairman of that meeting. The chairman of a meeting of the Forum shall be responsible for the conduct of the meeting.

 

(d) The majority of the appointed representatives of the members shall form a quorum at any meeting of the Forum. Each representative, or in his absence the alternate representative of each member, present at a meeting of the Forum shall be entitled, on a show of hands, to one vote on behalf of the member concerned.

 

(e) All matters in which a decision is to be taken at any meeting of the Forum shall be decided by a majority of votes. Proxies shall be permitted upon such terms and conditions as determined by the Executive Committee. In the event of an equality of votes the chairman of the meeting shall have a casting vote.

 

(f) A declaration by the chairman of the meeting of the result of a vote shall be conclusive.

 

14. Executive Committee
(a) There shall be an Executive Committee of the Forum which shall perform all such functions imposed on it under this Constitution, as well as such functions as may be requested of it or delegated to it by the Forum in plenary meeting.

 

(b) In terms of this Constitution, the following powers are specifically imposed upon the Executive Committee:

(i) to determine and change at its discretion, the place at which the offices of the Forum shall be situated;
(ii) to appoint representatives on any other bodies or associations to represent the Forum;
(iii) to appoint employees of the Forum on such terms and conditions as the Executive Committee may determine;
(iv) to establish such sub-committees to act in an advisory and/or specialist capacity as the Executive Committee in its discretion deems necessary to assist it in the performance of its functions; and to regulate the number of such sub-committees, the nature of the business to be conducted by each of them and their composition, to establish procedural rules and guidelines to be followed by them, and for the purposes of any such appointment, to authorise the co-option of the services of any person; and
(v) to delegate any power, function or duty entrusted or imposed on it under this Constitution to any sub-committee or any member thereof, or any officer or employee of the Forum.

(c) The persons who, immediately before the date of commencement of this Constitution, were members of the Executive Committee of the Forum, as it previously operated, shall be the first members of the Executive Committee and shall hold office until such time as a new Executive Committee has been appointed in accordance with (d) below.

 

(d ) Subject to (c) above, each class of members of the Forum, as referred to in Rule 6(c), shall appoint, by notice in writing lodged with the Secretariat, one member and one alternate member to the Executive Committee. An alternate member of the Executive Committee, while acting in the place of the member, shall exercise all the duties, powers and functions of such member. Each class of members of the Forum may withdraw the appointment of its member or alternate member of the Executive Committee, by notice in writing lodged with the Secretariat, and if the appointment of the member or alternate member is so withdrawn, or if the member or alternate member ceases for any other reason to be such, the class of members concerned shall appoint within fourteen days thereafter another in his place.

 

(e) The members of the Executive Committee appointed in terms of (d) above shall be entitled to appoint, upon such terms and conditions as they may determine, one or more representatives of any member of the Forum as members of, or alternate members of, the Executive Committee. The maximum number of persons to be appointed in terms of this Rule, shall, from time to time, be determined by the Forum in plenary meeting. In the event of a Chief Executive Officer having been appointed in terms of Rule 15(a), he shall ex-officio be a non-voting member of the Executive Committee.

 

(f) Any member or alternate member of the Executive Committee shall cease to hold office as such if:

(i) he resigns by giving notice in writing to the Secretariat of his resignation; or
(ii) he is convicted of an offence in which dishonesty is an element; or
(iii) he becomes of unsound mind; or
(iv) he becomes unfit and/or incapable of acting as a member of the Executive Committee; or
(v) he becomes insolvent or assigns his estate for the benefit of or compounds with his creditors; or
(vi) he ceases for any reason to be qualified for appointment as a director of a company; or
(vii) the majority of the members of the Executive Committee in writing require him to resign; or
(viii) his appointment is withdrawn by the class of members by which he was appointed; or
(ix) he is absent from three consecutive meetings of the Executive Committee without leave of the Chairman of the Forum; or
(x) his terms and conditions of employment so provide.

(g) The Chairman of the Forum elected in terms of Rule 10 shall ex-officio be the Chairman of the Executive Committee. The Executive Committee shall at its first meeting after its members are appointed, elect a Vice-chairman from amongst its members.

 

(h) The Chairman of the Executive Committee shall take the chair at all meetings of that Committee and, failing him, the Vice-chairman shall do so. If neither the Chairman nor Vice-chairman are present at any such meeting, the members present shall elect one of their number to be chairman of that meeting. The majority of the members of the Executive Committee shall form a quorum at any meeting of that Committee.

 

(i) Subject to Rules 18 and 20, at any meeting of the Executive Committee decisions shall be taken by resolution passed by the majority of the members present and entitled to vote; provided that every reasonable endeavour shall be made by the members to reach unanimous agreement on any decision, determination or act. In the event of an equality of votes, the chairman presiding at a meeting shall have a casting vote in addition to his deliberative vote.

 

(j) The Executive Committee shall meet together for the despatch of business, and, subject to Rule 14(k), shall adjourn or otherwise regulate its meetings as it sees fit. The Chairman may convene a meeting of the Executive Committee at any time and the Secretariat shall convene a meeting of the Executive Committee if requested in writing to do so by at least two members thereof.

 

(k) If at three consecutive meetings of the Executive Committee a quorum is not present, the Secretariat shall, within thirty days of the last such meeting of the Executive Committee, convene a plenary meeting of the Forum to consider corrective steps.

 

(l) The Executive Committee may at any time, to such extent and for such purposes as it may decide, co-opt the services of an expert. Such person may attend, by invitation, any meeting of the Executive Committee and may take part in discussion, but may not vote.

 

(m) A resolution in writing signed by all the members of the Executive Committee shall be as valid as if it had been passed at a meeting of the Executive Committee duly called and constituted. Such resolution may consist of several documents in like form each signed by one or more members of the Executive Committee.

 

15. Secretariat
(a) The administrative and support functions of the Forum may, with the approval of the Forum in plenary meeting, be rendered by:

(i) any person contracted to perform these functions; or
(ii) employees of the Forum appointed in terms of Rule 14(b)(iii) (hereinafter referred to as "the Secretariat").

The Executive Committee shall appoint the Secretariat, which may include a Chief Executive Officer, on such terms and conditions as the Executive Committee may determine.

 

(b) Subject to the direction and control of the Executive Committee:

(i) the Secretariat shall perform the following administrative functions:

(aa) the keeping of a register of members in which there shall be
recorded the full names and address of each member and the full names of the representative and alternate representative of each member;
(bb) the keeping of the records and accounts referred to in Rule 16;
(cc) the keeping of minutes and records of proceedings of meetings of the Forum and of the meetings of the Executive Committee, and also records of the correspondence and transactions of the Forum;
(dd) performing such other administrative duties and functions as the Secretariat may be required to perform by this Constitution or which may be required of it by the Executive Committee in accordance with the terms and conditions of appointment of the Secretariat; and

(ii) the Secretariat shall perform the following support functions:

(aa) the annual, or at such intervals as the Executive Committee may decide, compilation of a report on the activities of the Forum for the information of its members.
(bb) performing such other support duties and functions as the Secretariat may be required to perform by this Constitution or which may be required of it by the Executive Committee in accordance with the terms and conditions of appointment of the Secretariat.

16. Financial year, funds and accounts
(a) The financial year of the Forum shall be the period from 1 April to 31 March.

 

(b) A record shall be kept of the subscriptions, if any, due by each member of the Forum and the periods to which such subscriptions relate as also the subscription paid by each such member and the periods to which such payments relate. Proper accounts shall be kept of all moneys received and expended by the Forum, of all the matters in respect of which such receipts and expenditures take place and of the assets of the Forum.

 

(c) All moneys received by the Forum from time to time shall be deposited in the name of the Forum, within seven ordinary business days of receipt, with such banking institution as the Executive Committee may from time to time appoint.

 

(d) All expenditure incurred by and on behalf of the Forum shall be duly authorised by the Executive Committee or by the Secretariat acting in terms of such authority as shall have been conferred upon the Executive Committee or upon the Secretariat, as the case may be.

 

(e) An auditor shall be appointed to the Forum at each annual general meeting and shall hold office until the next annual general meeting, when he shall retire, but shall be eligible for re-appointment. The remuneration of the auditor shall be fixed by the Executive Committee.

 

17. Notices
(a) Any notice required by this Constitution to be given or sent to any member shall be deemed to have been given or sent, if it has been delivered by hand at such member's registered address, or has been sent through the post to such member at such member's registered address, or has been transmitted by facsimile to such member’s registered address. The date on which any such notice is so delivered, or is so posted, or so transmitted, shall be deemed to be the date on which it was given or sent.

 

(b) The notice convening any meeting of the Forum shall state the date, time and place of the meeting and the general nature of the business to be transacted; provided that, in the case of a notice convening a plenary meeting at which any amendment or alteration of or any addition to this Constitution is to be considered, the notice shall be accompanied by a copy of the proposed amendment, alteration or addition.

 

18. Amendments to the Constitution
(a) This Constitution of the Forum, or any part thereof, as contained herein, shall not be amended, altered or added to except by resolution adopted by two thirds of all of the representatives of members present at a plenary meeting of members of the Forum, of which at least fourteen days notice, in writing, has been given by the Secretariat to each member.

 

(b) Upon any such alteration, amendment or addition being made in terms of this Rule, the same shall be deemed to be incorporated in and form part of this Constitution, in the same manner and all respects as those rules originally inserted herein, and shall be binding upon all members of the Forum without any further act of assent thereto.

 

19. Indemnity
Every member, officer or servant of the Forum shall be indemnified by the Forum against all costs, losses or expenses which he may incur or become liable for by reason of any act or thing done by him as such in the discharge of his duties, unless the loss in question is caused by his own dishonesty or breach of trust.

 

20. Winding up
(a) The Forum shall be wound up, if at a plenary meeting of the Forum of which at least thirty days notice in writing has been given by the Secretariat to each member, a resolution to wind up the Forum has been passed by two thirds of all of the representatives of the members present.

 

(b) Upon the passing of a resolution to wind up the Forum, the liquidator, who shall be appointed by the meeting, shall realise the assets of the Forum, in such manner as he sees fit, liquidate the debts and liabilities of the Forum and transfer any surplus assets to some other association with similar objects, as may be determined by the members.