DELEGATION OF POWERS
Notwithstanding anything to the contrary in this Constitution, any member may under power of attorney, duly executed and filed with the Secretary, authorise another person to sign on his behalf any application for registration, application for transfer, certificate of transfer, certificate of service, returns or reports or any other document in connection with the administration of a kennel (stud). Any such signature given by such member, shall be accepted by the Society as valid and binding, provided that nothing herein contained shall entitle such authorised person to participate in the nomination of, or voting for any member of the Board, or voting on any matter where his principal has a vote, or to attend any meeting on his principal’s behalf.

OFFICIAL COMMUNICATION WITH MEMBERS
The Society’s preferred and accepted communication medium shall be via electronic mail to members. Official notifications shall be sent to members via electronic mail, and also be published on the Society’s website. Notifications and correspondence sent to members via electronic mail shall be deemed duly delivered and received, as provided for in Subclause.
REGISTER OF MEMBERS
The Society shall keep a register of all members reflecting their date of admission, membership status, phone numbers, electronic, physical and postal addresses, and the amounts received from them with the dates of payment, and arrears, if any which may be due.

Every member shall communicate in writing within 30 (thirty) days to the Secretary any change of his phone numbers, electronic, physical and postal address. All notices or publications sent to any such address shall be considered as duly delivered to him.

Communications sent by the Secretary to a member to any of the addresses provided by him shall be binding.

The Secretary shall submit to the Registering Authority of the Society such information as it may require concerning admissions to membership, terminations of membership (for whatever reason), and the contact details and addresses of members.

The Society shall be the sole owner of the records of members, and of the Boerboel Database which shall remain in South Africa, and may be maintained on its behalf in South Africa by a designated Registering Authority.

All personal information and contact details of members shall be confidential and for the sole use of the Society, and shall not be made available to third parties without the permission of the member concerned, unless demanded by a court of law.

SUBSCRIPTIONS AND FEES
The amounts payable to the Society in respect of all subscriptions, fees or any other dues and commissions shall from time to time be determined by the Board and shall be reported to members at the ensuing Annual General Meeting of the Society.

The annual subscription fees shall become due and payable on 1 January of each and every year in advance without it being necessary for the Society or the Secretary to send any invoice or notice to the member concerned and shall be deemed to be in arrears, if unpaid at the end of January of the same year.

Any member who has failed to return his per capita list and/or who is indebted to the Society in respect of any fees or dues for a period longer than 30 (thirty) calendar days after a formal written demand for delivery of the per capita list or payment of the fees or dues, as the case may be, was addressed to him by the Secretary shall automatically forfeit his membership of the Society.
In this regard
a) Any member who has forfeited his membership shall be notified in writing within a period of 21 (twenty-one) calendar days from the date on which his membership was forfeited.
b) From the date on which his membership was terminated no services shall be rendered to the member concerned, including no transfer of an animal bred by him, no acceptance of mating certificates, and no processing of birth notifications or registrations, and he shall be notified accordingly.
c) The Board may in exceptional circumstances – upon receipt of a written application by the member concerned within 30 (thirty) calendar days after the Secretary sent him a demand for payment – allow extension of payment.

The Board may cause an interest charge to be levied and collected on arrear accounts at the prime interest rate.

Any member who, for any reason whatsoever, has ceased to be a member of the Society shall remain liable for all amounts due to the Society, as on the date on which his membership ceased.

Should the Board determine that an account is in arrears and should such an account be handed over to a firm of attorneys for collection, the member shall be liable to the Society for payment of all legal fees, collection, and attorney and client costs, in addition to the principal amount, interest, fines and penalties.

ANNUAL RETURNS
Every member shall, when paying his annual subscription to the Society, render a return on the prescribed form, giving the names and numbers of animals recorded in the books of the Society, owned by him on the first day of the year for which the annual subscription is paid. Failing the rendering of such return before the end of January of each year, the Board shall have the right to determine the per capita subscription (administration fee) payable by such a member. However, the member shall have the right of review within 3 (three) months from the commencement of that year, and failing to exercise this right of review, the amount determined shall be the annual per capita subscription payable by such a member.

RESIGNATION, MISCONDUCT, SUSPENSION AND EXPULSION

RESIGNATION AS A MEMBER
Any member may resign as a member of the Society by submitting a written notice to the Secretary on the understanding that:
a) such a resignation shall come into immediate effect; and
b) no subscription or portion thereof shall be refundable; and
c) all moneys due to the Society up to the date of receipt of the resignation notice shall have been paid in full and all obligations in respect of documents, records, registration and transfers or any other obligation – including moneys as defined in Subclause – with reference to his membership required by the Society shall be fulfilled.

MISCONDUCT
A member is guilty of misconduct if he:
a) fails to pay any amount of money due to the Society within 30 (thirty) calendar days after a formal written demand for such payment was addressed to him;
b) contravenes this Constitution or any other ethical rule in the Code of Conduct – as announced to members and approved by the Board from time to time – or in the opinion of the Board, acted in a dishonourable or derogatory manner towards an official, or to the detriment of the interests of the Society;
c) by any act or omission, real or potential, disgraced or harmed the Society and the Boerboel
breed;
d) has on purpose or for personal gain and advantage, supplied faulty information to the Society or any of its officials, or who has brought about such changes to the body of an animal so as to mislead any person;
e) tries to bribe an official of the Society;
f) has been found guilty of a criminal offence as a result of any form of dishonesty or fraud in his capacity as a Boerboel breeder or as a member of the Society; or
g) acted untruthfully or dishonourably towards a buyer, made false representations about the quality or origins of a Boerboel to a buyer or to the Society, or acted untruthfully or dishonourably in any other transaction with a buyer and/or the Society.

Should the Board:
a) of its own accord learn that a member acts, or has acted in a manner that may cause him being found guilty of misconduct; or
b) receive a complaint from a member of the Society or a member of the public, accusing such member of misconduct, the Board must give such a member at least 15 (fifteen) calendar days written notice that a complaint of misconduct shall be investigated.

The notice mentioned in Subclause must be accompanied by a brief of the facts on which the complaint was made and must inform the member that he shall be entitled to support by a fully paid-up member of his choice to assist him in submitting facts pertaining to the allegation/s.

The Board shall nominate persons to investigate the facts on which the complaint was based, and may hear verbal evidence and consider documents, and other relevant evidence. During such an investigation the Board may temporarily withhold services while such investigation is still ongoing.

The Board may only find a member guilty of misconduct, if the member had full opportunity to defend the complaint, and may only impose a punishment (sentence) if the member has had the opportunity to make representations in respect of the possible appropriate punishment (sentence). If the member does not make use of this opportunity it will mean that he has waived his rights to defend himself.

In the case of finding a member guilty of misconduct, the Board may:
a) expel the person as a member of the Society;
b) suspend his membership;
c) suspend his membership for a specified period;
d) withdraw his right to vote for a specified time;
e) suspend the member from the Board, or any other committee of the Society;
f) give the member a warning.

If a member is not satisfied with the outcome of the investigation he may appeal to the Chairman within 30 (thirty) calendar days.
a) The Chairman may convene an appeal committee of at least two senior Board members to address the complaint. However, the Chairman may also appoint an external chairman to lead the committee.
b) The outcome of the committee’s findings shall be submitted to the Board for final consideration. A Board resolution to find a member guilty of misconduct and the penalty decided on must be agreed upon by a two-third majority of Board members.
c) If a member does not make himself available telephonically for the appeal investigation and has been notified requesting information, the committee may continue with its investigation after 15 minutes without the member providing the relevant information for an appeal hearing. This shall mean the member waives his rights to defend himself.
d) An appeal is not an automatic right to an appeal process. The member is to provide reason/s for the appeal. The appeal committee will decide based on reasons provided if the appeal is granted or denied. If granted, the appeal committee may request further information from parties involved pertaining to a specific area brought to light in the appeal request, and then decide if the appeal is granted or denied. If an appeal is granted, required information could be done telephonically or electronically which will only refer to a certain area and only this issue will be heard in the hearing to obtain information from all parties involved.

Any member who is found guilty of misconduct shall be informed in writing by the Secretary within 7 (seven) days of the date on which the decision was made. A member found guilty of misconduct may be held responsible for all expenses incurred in respect of the investigation.

Following on the dismissal of a member, the breeder shall be removed from the membership list, or any other register or Society reports. All recordings or registrations of dogs in the possession of the dismissed shall remain in our registration and data base. The society retains the right to disqualify
and /or remove a specific dog from the database of which documentation presented proved to be fraudulent and /or incorrect.

Any member found guilty of misconduct shall remain responsible for, and shall pay in full all moneys due to the Society, and shall honour all the obligations regarding notifications, registrations and
transfers or any other obligations concerning his membership at the time of the investigation.

A person, who, for whatever reason has ceased to be a member of the Society, may submit a written application and motivation for readmission. The Board may, in its sole discretion, decide if and on what conditions such readmission shall take place.

The Head Office shall maintain a list of members found guilty of misconduct after a formal
investigation.

Exit strategy is a process to be followed when faced with a dismissal to protect and safeguard all affected dogs. To provide the breeder an opportunity to birth notify litter/s born, supply mating certificates due, to apply for export permit/s where a sale is in progress. A window period of 30 days will be applied for the exit strategy from date of formal dismissal notification, thereafter the society will not accept or process any form of work. For the dismissed breeder. All work during the 30 day exit period will be strictly on a cash basis only.

BOARD

CHAIRMAN, VICE-CHAIRMAN, TREASURER AND BOARD MEMBERS
The affairs of the Society shall be controlled and administered by the Board, consisting of the designated members, including the Chairman, Vice-Chairman and the Treasurer (who shall be responsible for Finance and Administration). All these members shall reside in South Africa, and shall have full voting rights.

The Chairman and Vice Chairman shall be elected by ballot (electronic or printed) by all the members entitled to vote at the Annual General Meeting, or at a Special General Meeting called for this purpose.

The Treasurer shall be elected by virtue of his expertise by ballot (electronic or printed) by all the members entitled to vote at the Annual General Meeting, or at a Special General Meeting called for this purpose. If no nomination is received, the Board shall appoint a Treasurer. Such nomination will be subject to Clause.

The Chairman, Vice-Chairman, Treasurer and all elected Board Members shall hold office for 2 (two) years. Membership of at least 1 (one) year is required before a member may stand for election to the Board.

Members who wish to submit and second nominations for Board members, must have been SABBS members for at least 1 (one) year.

In the interests of continuity, the following succession planning shall apply:
a) After the first election of Board members after the implementation of the revised Constitution, the Chairman or Vice-Chairman and approximately 50% of the other Board members – to be determined by agreement or secret ballot within the Board – shall step down at the second election of a Board and a new Chairman or Vice-Chairman and approximately 50% of new Board members shall be elected. Outgoing members shall be eligible for re-election. If any member(s) of the Board announce/s his/their retirement at such election, the ballot (electronic or printed) shall only be cast in respect of the remaining number of Board members who must step down in terms hereof.
b) At the end of the next year, the Chairman or Vice Chairman whichever the case may be, and the remaining 50% Board members shall step down, and an election shall be held for their positions. Outgoing Board members and the Chairman/Vice-Chairman shall be eligible for reelection.
c) Thereafter all elected Board members shall occupy their positions for two years and an election for the positions of the outgoing members of the Board shall be held annually.

In the event of the death or resignation of the Chairman, the Board shall elect a Chairman from among themselves to officiate until the next Annual General or a Special General Meeting.

At the end of their respective terms of office, all Board Members shall be eligible for re-election, provided that preferably no Board member shall serve for a period of more than 4 (four) years, and provided there is no other nomination for that position.

Candidates for Regional Board members shall reside in their regions of representation, and voting shall be restricted to members residing in those regions.

BOARD STRUCTURE
In addition to the Chairman, Vice-Chairman and Treasurer, 9 (nine) regional Board Members for each of the 9 (nine) provinces in South Africa shall be elected by ballot (electronic or printed) by members residing in South Africa and entitled to vote at the Annual General Meeting, or at a Special General Meeting called for this purpose. Members shall be eligible to vote for candidates in their
regions only.

Additional Board Members for neighbouring countries and regions abroad shall be nominated by such regions for appointment to the Board. They shall determine their own election procedures. These positions are for West Africa (including North Africa), Central Africa, North America (including Canada) and Europe.

EXECUTIVE COMMITTEE
The Executive Committee of the Board shall consist of the Chairman, Vice-Chairman, Treasurer and 2 (two) members of the Board – the latter to be nominated by, and from the Board.

The Chairman, Vice-Chairman and Treasurer shall reside in South Africa.

The Executive Committee shall have the following powers and duties:
a) Day by day administrative, financial and communication management of the affairs of the Society.
b) Such powers as delegated by the Board from time to time.
c) To implement and execute decisions made by the Board.
d) To identify problems and problem areas, and place such on the agenda of the Board together with recommendations.

ADDITIONAL BOARD MEMBERS
In addition to the elected members of the Board, the following persons shall serve on the Board in an advisory capacity and be entitled to attend any general meeting.

Representative of the Minister As required by the Animal Improvement Act, the Minister of Agriculture, Forestry and Fisheries may nominate an official of that Department to represent him.

Co-opted members
The Board shall have the right to co-opt persons to serve on the Board – with or without full powers – for a specific purpose and for a specific period. However, if no candidates are proposed for a specific region for the purposes of Board position election, the Board is under no obligation to appoint or co-op such Regional Board member(s).

Should any elected member of the Board die, resign or cease to be a member of the Society, or be called upon to fill the office of Chairman or Vice-Chairman, the Board may appoint another member of the Society as his substitute with full powers, and for the unexpired period of his term of office. The Board shall be deemed to be duly constituted, and shall continue exercising all the powers conferred upon it, notwithstanding any vacancies in its body.

POWERS AND DUTIES OF THE BOARD
The Board shall, subject to the terms of this Constitution and subject further to the directives of the general meetings as given from time to time, have the power to take all such actions it deems necessary or advisable in the interests of the Society and for the advancement and attainment of the Society’s objectives. In particular, the Board shall have the power to:
a) appoint, dismiss or suspend such attorneys, or other legal representatives, auditors, agents, officials or other employees, for or from permanent, temporary or special services as it may deem fit; to determine their powers and duties; to fix their remuneration and conditions of service; and to require such security for the due performance of their functions, as it may deem expedient;
b) institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or against any of its office bearers or officials or other employees in connection with the affairs of the Society; and to compound or allow, or ask for time for payment or satisfaction of any debts due to or any claim or demand by or against the Society;
c) open one or more banking accounts in the name of the Society, and to draw, accept, endorse, make or execute any bill of exchange, promissory note, cheque, credit card or electronic funds transfer in connection with the conduct of the affairs of the Society;
d) invest, or in any other manner deal with any moneys not immediately required for purposes of the Society, upon such securities and on such terms as it may deem fit and, from time to time, to change or realise any such investments, provided that funds available for investment may only be invested with registered financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985);
e) lend or borrow money for the purposes of the Society upon security as determined by it; to enter into indemnities, guarantees and sureties and to secure payment there under in any way; to make donations; to undertake and execute any trust; to secure the payment of monies borrowed in any manner, including the mortgaging and pledging of property, and, without
detracting from the generality thereof, in particular by the issue of any kind of debenture or debenture stock, with or without security;
f) purchase, hire, take on lease or acquire for the purpose of the Society, buildings, land, goods, chattels and effects; to sell, mortgage, pledge, let, alienate or otherwise dispose of any movable or immovable property belonging to the Society, and to apply the consideration arising there from in such a manner as it may consider to be to the best advantage of the Society;
g) conclude contracts outside the Republic of South Africa and to obtain contracts, deeds and documents in a country outside South Africa;
h) manage, insure, sell, lease, mortgage, dispose of, give in exchange, work, develop, build on, improve, turn to account or in any way otherwise deal with all, or any part, of its property and assets;
i) pay all costs and charges in connection with the administration and management of the affairs of the Society;
j) from time to time, subject to the provisions of Clause 5, to adjust or revise subscriptions, fees or dues and to prescribe any such additional fees or dues as it may deem necessary; and to grant discounts on subscriptions, fees or dues;
k) collect and receive subscriptions, fees, donations, other dues and funds and to devote the same towards the objectives of the Society and towards promoting the Boerboel breed;
l) receive and consider applications for membership and to accept or refuse such applications at its discretion;
m) cancel membership of any person in accordance with Clause 6;
n) refuse appraisals, registration and other services for members whose accounts are overdue in accordance with Subclause;
o) introduce and, in its discretion, allocate such meritorious or other awards as may be deemed fit, and make and formulate such rules and conditions in regard thereto;
p) formulate and propose to the General Meeting for approval by the members to frame or amend any Bylaw pertaining to this Constitution as may be deemed necessary from time to time, and investigate disputes arising from the application of the Constitution and give decisions in regard thereto;
q) order an investigation in any case where records are not properly kept or where any doubt should arise as to the correctness of the identity of any animal or animals, and to take such action as it may consider advisable in the interests of the Society;
r) demand – with the following objectives – that any Boerboel or the whole stud of any breeder be subjected to tests for blood typing and/or DNA testing:
i. in its discretion in case of allegations, complaints and database discrepancies, to
determine the correctness of the parentage of such dogs. The Board shall be responsible for the costs thereof should the tests be positive. If only one animal should prove to be negative, the owner shall be liable to pay for the tests and the costs of such further tests required by the Board; and
ii. by annual random selection, nominate studs to be blood typed and/or subjected to DNA
tests in order to test the accuracy of parentage and record-keeping systems of the
Society.
iii. the birth notification and/or registration of a Boerboel be cancelled should the result of the blood typing/DNA tests requested by the Board be negative. The Board shall further, in its discretion, consider what further steps shall be taken against such owner/breeder.
s) execute control over the local handling, import and export of Boerboels, semen and egg cells (fertilised or unfertilised);
t) make enquiries and take action – if indicated – in respect of the conduct of any member in so far as it could have a negative bearing on the Society or its affairs.
u) impose and exact such penalties as may be prescribed from time to time for contravention or infringement of this Constitution, rules and regulations of the Society;
v) co-opt the services of any member of the Society or other person and appoint persons or
Subcommittees upon such terms and with such powers as it may from time-to-time deem
expedient, provided that the Chairman and Vice-Chairman shall be ex officio members of all Subcommittees with full rights and privileges;
w) assist all members of the Board, or give instructions to appoint regional representatives and
to involve them in activities in their region;
x) determine when and where appraisals and national, provincial and regional Boerboel shows shall be held;
y) make and formulate such rules and conditions relating to Boerboel shows and the nomination of show judges;
z) draw up and propose the minimum Breed Standard, and lay down minimum performance, reproduction and other standards for approval at a General Meeting and see to the maintenance thereof;
aa) implement and maintain an appraisal system, and formulate rules, conditions and terms for such system;
bb) present and organise breeder and appraiser courses and examinations, and in its discretion appoint successful candidates as official Society appraisers;
cc) organise and promote sales, either by public auction or private treaty and for such purposes appoint auctioneers and agents and to charge commission on such sales;
dd) elect a representative/s to the Annual General Meeting of the Registering Authority, and
nominate and mandate a person or persons to represent the Society on any committee, body or organisation as may be deemed necessary;
ee) lay down requirements for regional provincial, national, and international Boerboel Clubs and their affiliation to the Society, and approve applications for such affiliation;
ff) generally perform all such acts as may be necessary for the welfare of the Boerboel breed and the Society and the conduct of its affairs, provided always that any action taken, or instructions given, shall not be contrary to the terms of the Constitution; and
gg) take all action necessary for the management of the Society, in order to execute the objectives of the Society.
9.2. If, in any instance that deals with the organisational and practical implementation of this Constitution, and the Constitution is silent or inadequate, the Board shall take a decision in that regard, subject thereto that the members shall be informed of the decision at the ensuing Annual General Meeting.

MEETINGS

BOARD MEETINGS
The Board shall meet at such time and place as it may from time to time determine, or as may be decided by the Chairman, provided that not less than 2 (two) physical Board meetings shall be held
in each financial year.

The Secretary shall give written notice of the time, date and place to each member of the Board not less than 21 (twenty-one) days prior to the holding of a physical Board meeting.

Special or Urgent Board meetings:
a) may be called by the Chairman (or in his absence by the Vice-Chairman) at such time and place as deemed feasible; or
b) may be called upon a request, signed and addressed to the Secretary, by two-thirds of the members of the Board, stating the reasons for such meeting.
c) may be held via conference call or other electronic real-time communication medium.
d) shall proceed if a quorum of Board members shall be in attendance.

The Chairman or the Secretary shall give at least 8 (eight) hours’ notice – verbally or in writing – of an Urgent Board meeting, and at least 7 (seven) days’ notice of a Special Board meeting.

No resolution of the Board in respect of any matter shall be varied or rescinded unless the resolution varying or rescinding the same be passed at a meeting of which written notice – specifying the intention to vary or rescind a specific resolution – has been given to all Board members, provided that a resolution shall be varied or rescinded only if two-thirds of the members of the Board so agree.

Voting at physical Board and Executive Committee meetings shall be by ballot paper, or by show of hands, if so agreed by all present. Voting at electronic real-time meetings shall be recorded in the name of each member present, stating whether they voted ‘yes,’ ‘no’ or ‘abstain’. Members may also agree to vote on important and urgent matters via e-mail outside of meetings.

A two-third majority vote is required for any Board or Executive Committee resolution to be passed.

Members of the Board absenting themselves from two consecutive Board, Executive or meetings of other committees without leave, or an acceptable reason, shall automatically vacate their seats.

EXECUTIVE COMMITTEE MEETINGS
The Executive Committee shall hold meetings (physically or by electronic real-time communication medium) at such time and place as may be required from time to time by the Chairman, (or in his absence by the Vice Chairman),or as requested by the other members of the Executive Committee.

All actions and decisions of the Executive Committee shall be approved and confirmed at the ensuing Board Meeting.

COMMITTEE CHAIRMEN
The Chairman or in his absence, the Vice-Chairman, shall preside at all meetings and if absent, the members present shall elect another member to preside at such meeting. Any person so elected shall in relation to that meeting, have all the powers and fulfil all the duties of the Chairman.

MEMBER ATTENDANCE OF COMMITTEE MEETINGS
A member may request the Chairman of any committee for permission to personally present any matter to that committee on condition that the nature of the matter shall be fully explained in writing, and if the Chairman decides that it is of sufficient importance or urgency, he may grant permission that such a person may attend a meeting and address the committee.

The Chairman may, in his discretion, refuse permission for attendance, and if he deems it necessary put the matter on the agenda for discussion at a meeting of the relevant committee.

GENERAL MEETINGS (ANNUAL GENERAL AND SPECIAL GENERAL)
An Annual General Meeting of the Society shall be held once a year at such time and place as may be determined by the Board, but not later than 12 (twelve) months after the end of the financial year. The Board may, with valid motivation and notice to all members defer such meeting.

The business of the Annual General Meeting shall be to:
a) receive and consider the annual report of the Board, together with the duly audited financial statements of the Society as at the end of the previous financial year;
b) appoint auditors, to fix their remuneration and to determine their conditions of appointment;
c) transact any other business which under this Constitution is required to be transacted at the Annual General meeting;
d) consider any other matter for which due notice has been given in terms of 10.5.4, 10.5.7 and 10.5.8 below; and
e) elect Board members, as set out in Clause 8. 10.5.3 The Preliminary Notice of the date and place of the Annual General Meeting shall be published with 60 (sixty) days’ notice by the Secretary on the Society’s website, and be sent via electronic mail to all members in accordance with Subclause 5.7. 10.5.4 Any member intending to put forward any matter for discussion, shall give written notice thereof to reach the Secretary not less than 40 (forty) days prior to the meeting. No subject put forward for  discussion by any member shall be included in the agenda, unless the notice of the motion is accompanied by a motivation, signed and endorsed by 20 (twenty) members entitled to vote. A member may only submit, endorse and second a motion if he has been a member for 1 (one) year and in good standing with the Office.

A Special General Meeting of the Society shall be called at any time on 60 (sixty) days’ preliminary notice to members:
a) by the Board; or
b) by the Chairman; or in his absence by the Vice-Chairman; or
c) upon a written request and motivation, signed and addressed to the Secretary, by not less than 20 (twenty) members entitled to vote.

A Final Notice of the time, date and venue, together with the agenda of any general meeting shall be published by the Secretary on the Society’s website, and be sent via electronic mail to all members
in accordance with Subclause not less than 30 (thirty) days prior to the holding of such meeting.

No motion shall be presented to a general meeting in respect of any matter, unless notice thereof appeared on the agenda sent to members with the Final Notice of the meeting with the motivation and a Board recommendation on how they should vote.

No motion shall be presented to a general meeting on a matter not included in the agenda, unless the motion is accompanied by a motivation, signed and endorsed by 20 (twenty) members entitled to vote, and the members present and entitled to vote decide by a two-third majority to discuss and vote on such matter.

No previous resolution of a general meeting shall be reversed, unless members received notice of the intended revision in terms of Subclause

and it is voted on, as stipulated in Subclause

Any general meeting shall be attended by at least 20 (twenty) members to be declared duly constituted.

Any general meeting may be adjourned by a two-third majority of the members present and entitled to vote.

VOTING RIGHTS AND PROCEDURES
All matters submitted to any meeting shall be decided by a two-third majority of members who voted (be it in person or electronically in absentia).

Voting at all general meetings shall be by ballot paper (electronic or printed).

Except as herein elsewhere otherwise provided, members shall have the right to vote at general meetings, provided the voting procedure is executed as may be determined by the Board. The Board shall be responsible for maintaining the integrity of the voting process, subject to the provisions of relevant Clauses and Subclauses in this Constitution.

Subject to Clauses 5, 6 and 7, any member anywhere in the world
a) who has been a member for at least 1 (one) year; and
b) whose annual subscriptions and other dues have been fully paid up, as prescribed in this
Constitution;
shall have the right to vote via:
i. electronic ballot paper in absentia; or
ii. printed ballot paper in person;
provided that a member who does not fulfil the requirements of Subclause, may submit a motivation and application to the Board within 10 (ten) days after publication of the Final Notice and Agenda of the meeting, for the right to vote on any matter that has a direct impact on his breeding practices.

Members shall have the right to vote on matters concerning:
a) Motions duly submitted by members and included by the Board in terms of Subclause  and other motions presented by the Board in the Final Notice and Agenda in terms of Subclause. A two-third majority vote shall be required for a motion to be carried.
b) Amendments to the Constitution. A two-third majority vote shall be required for a motion to amend the Constitution to be carried.
c) Election of Board representatives (a simple majority vote shall be required for a candidate to be elected to the Board. In the event of a tie of votes, members present at the relevant meeting shall be requested to vote again):
i Members who wish to submit and second nominations for Board members, must have been SABBS’ members for at least 1 (one) year and in good standing with the Office.
ii Chairman, Vice-Chairman and Treasurer: The election shall be preceded by a call for nominations according to the vacancies in the Preliminary Notice of the Meeting. The names of the nominees with their curriculum vitae shall be communicated to members, and be published on the website. These Board members shall be elected in accordance with Subclauses, and voting – electronic or in person – shall be open to all members eligible to vote.

Regional
a) South Africa: The election of regional Board representatives for South Africa shall be preceded by a call for nominations according to the vacancies in the Preliminary Notice of the Meeting. The names of the nominees with their curriculum vitae shall be communicated to members, and be published on the website. Representatives shall be elected in accordance with Subclause  Voting – electronic or in person – shall be restricted to members residing in South Africa. Members shall be eligible to vote for candidates in their own regions only.
b) Countries/regions outside South Africa: Representation shall be determined by the Board from time to time. Voting for such representatives shall be restricted to the members in the relevant countries/regions, who shall determine their own election procedures. Representatives shall be elected in accordance with Subclause.

Voting for general meetings shall not apply to:
Administrative and financial management matters, as may be reported on and discussed in the course of such meetings, and which shall remain the responsibility of the Board.

Election management
For general meetings (Annual General and Special General Meetings) the Board shall:
a) Designate two independent Polling Officers, one of whom shall act as Chief Polling Officer. The Polling Officers may be representatives of the Society’s Auditors, an election management company, or any other institution or person deemed competent to perform this service.
b) Announce the names of the Polling Officers to the members in the Preliminary Notice at least 60 (sixty) days prior to the meeting.
c) Provide the Polling Officers with a list of the members eligible to vote.
d) Provide for the return of all ballots (cast electronically in absentia and by members present at the meeting) to the Polling Officers in a manner acceptable to them.
e) The Polling Officers shall exercise strict control to ensure that members who voted electronically do not again receive ballot papers should they be present at the general meeting.
f) The Polling Officers shall audit the votes to ensure there is no duplication, and count the votes. They shall announce the outcome of the matters voted on at the meeting.

Voting schedule:
a) Members shall be notified of the matters to be voted on via the Final Notice with the Agenda at least 30 (thirty) days prior to the general meeting.
b) Electronic voting shall commence 10 (ten) days prior to the general meeting, and be open for 7 (seven days). No electronic vote returned to the Polling Officers less than 3 (three) days prior to the meeting shall be valid.

NON-RECEIPT OF NOTICES
No business otherwise properly and constitutionally transacted at any meeting shall be invalidated by reason only of the non-receipt by any member of the notice required to be given to such person in terms of this Constitution.

QUORUMS
Twenty (20) members of the Society personally present at the commencement of any general meeting and entitled to vote shall form a quorum for such a general meeting.

Four (4) Board members personally present at any Board meeting and entitled to vote shall form a quorum for such meeting.

Any 2 (two) members of the Executive Committee personally present at the commencement of any meeting of the Executive Committee shall form a quorum.

If at any meeting there is no quorum, the meeting shall stand adjourned to a time (not less than 14 (fourteen) days and not more than 30 (thirty) days thereafter, and place determined by the members present. The members present shall then form a quorum for the disposal of such business (other than any amendment to the Constitution) that the presiding member may declare to be of an urgent nature. Such adjournment shall be without prejudice to the rights of the meeting to adjourn to a time,
date and place as herein provided.

When a meeting has been thus adjourned, a notice shall be sent to all relevant members within 7 (seven) days after the adjournment, in which shall be stated the time, date and place to which the meeting has been adjourned and the reason for the adjournment.

MINUTES OF MEETINGS
The minutes of all general meetings shall be available to all members of the Society. It shall be sent via electronic mail to members, and shall be published on the website of the Society.

Copies of the minutes of the Board and Executive Committee meetings and meetings of other subcommittees shall be supplied to all persons serving on that particular committee. Ex officio members of the Board shall receive copies of all minutes.

Any member may request a copy of an extract from the minutes on a specific matter discussed at a meeting, and such request may be granted at the discretion of the Board.

The minutes of all General, Board and subcommittee meetings – approved at a subsequent meeting and signed by the Chairman or the person who may chair the subsequent meeting – shall be proof thereof that all the proceedings were conducted properly and that all elections, appointments and resolutions adopted at the meeting are valid and binding.

A Resolutions Register shall be kept of all Board and general meeting resolutions taken, amended or revoked.

FINANCIAL PROVISIONS
The Board shall cause one or more banking accounts to be opened in the name of the Society, and any amounts accruing to the Society shall be deposited in such banking account, or accounts as the Board may direct.

All payments from the funds of the Society shall be effected by cheque, credit card or by electronic funds transfer, signed and / or authorised, as the case may be, by the Secretary or a person appointed by the Board and countersigned by the Auditors or such a person or persons as the Board may authorise thereto in terms of Clause 8, provided that nothing herein contained shall prevent the Board from maintaining and operating a petty cash fund, or from paying in cash such ordinary and usual monthly accounts as do not in total exceed a sum determined by the Board, and provided that the total sum necessary for the payment of such accounts is drawn by cheque, credit card or electronic funds transfer.

The Board shall cause proper books of account of income and expenditure to be kept in respect of the Society. All accounts shall be audited from time to time but not less than once every year by an auditor or auditors appointed by the Board.

All property of the Society shall be managed by the Board.

The income and assets of the Society, derived from whatever source, including profits and gains, shall be applied solely for the promotion and furtherance of the objectives of the Society, and no part thereof shall be paid or transferred, directly or indirectly by way of dividend or bonus or otherwise, to any persons who at any time are or were members of the Society, provided that nothing therein contained shall prevent the payment in good faith of remuneration to any employee or other person/s for services rendered to the Society.

The Society’s financial year shall commence on 1 January of each year and end on 31 December of each calendar year.

AFFILIATIONS

AFFILIATION WITH OTHER ORGANISATIONS
The Society may:
a) in accordance with the Act appoint a Registering Authority and be a member on the conditions set out in the constitution of such Registering Authority; and further
b) by a two-third majority vote of the members entitled to vote at any general meeting, affiliate with or incorporate any association, society or organisation having aims and objectives kindred to those of the Society.

BOERBOEL CLUBS
Subject to the requirements laid down in terms of Subclause any group of persons actively engaged in breeding, showing, working, or training Boerboels may form a Boerboel Club, and may apply to the Board for affiliation to the Society, provided that the Society approves the Constitution of such Club, and that the Club subscribes to this Constitution – including the Breed Standard – of the Society.

All Clubs will be required to sign and submit an affiliation agreement document annually. Refer to Bylaw I.

The number of clubs per country will be subject to the Board’s discretion.

NON-MEMBERS
Such privileges and services as the Board may determine, may be conferred on non-members, provided that there shall be no legal or other obligation on the Society to such non-members, and provided further that all fees payable in respect of any services rendered by the Society to nonmembers shall be determined by the Board and be payable in advance.

EMPLOYEES OF THE SOCIETY
The Board shall appoint a Secretary, and such management and administrative staff as may be deemed necessary.

No employee of the Society shall, except in the performance of his duties as such an employee, render any service or be connected with any business concerned with the purchase or sale of Boerboels.

No employee shall have any voting rights.

SEAT OF THE SOCIETY
The seat of the Society shall be in South Africa.

The members of the Executive Committee of the Board shall reside in South Africa.

The Head Office of the Society shall be at any centre in South Africa, as may be determined by the Board from time to time, subject to confirmation by the ensuing general meeting of members.

The Boerboel Database, and all records of members shall be maintained by the Society’ appointed Registering Authority in South Africa.

All general meetings shall be held in South Africa.

AMENDMENTS TO THE CONSTITUTION
No amendments shall be made to this Constitution within 2 (two) years after its first ratification at a general meeting of the Society.

This Constitution may be added to or altered by a resolution approved by not less than a two-third majority of the members who voted at a general meeting of the Society (be it in person or electronically in absentia), provided members received no less than 30 (thirty) days’ notice of the meeting and the proposed amendment(s).

In terms of Section 12 of the Act, any additions or amendments to the Constitution must be submitted to the Registrar within thirty (30) days after such additions or amendments have been approved by the Annual General Meeting or General Meeting called for this purpose.

Should the Registrar deem any additions or amendments to be incompatible with the Act, he must notify the Society in writing thereof within thirty (30) days after receiving it, in

If no objection is received from the Registrar, any additions or amendments to the Constitution will only take effect after the thirty (30) day period mentioned in clause 

If the conditions mentioned in Clause  have been met, any additions or amendments to this Constitution shall be submitted to the Registering Authority and the Commissioner of the South African Revenue Service.

DISSOLUTION OF THE SOCIETY
If, upon the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any assets whatsoever, such assets shall not be paid to or distributed among the members of the Society, but shall be given or transferred to such other institution or institutions having objectives similar to those of the Society as may be determined by a majority decision of a general meeting of the Society.

AUTHENTIC VERSION OF CONSTITUTION
This Constitution and associated Bylaws hereto were compiled, submitted and considered in English. Therefore, the English version shall be deemed to be the authentic version