Sapci Constitution

The Constitution

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1 THE INSTITUTE

The name of the Institute shall be “SAPCI - Southern African Project Controls Institute.
The logo of the Institute shall be of a shape and design as agreed to and approved from time to time by the Board of the Institute”.
The Institute is dedicated to the promotion of project control and support service disciplines in all its facets. These disciplines include, but are not limited to, cost engineering, cost estimation, cost control project economics, business planning and management science, quality assurance/control, procurement, profitability analysis, document control, planning and scheduling.

From time to time the Board of the Institute may determine the project control and support service disciplines included in terms of this clause.

2 LEGAL STATUS

The Institute shall be a body corporate with perpetual succession, and shall be capable in law of suing and of being sued in its corporate name, and of acquiring holding and alienating movable and immovable property, and of performing all such acts as are necessary or incidental to the carrying out of its objects and the performance of its functions and duties in terms of its Constitution.

3 DEFINITIONS AND GOVERNANCE

In this Constitution, the following word and expressions shall have the following meanings, namely:

“Institute” shall mean SAPCI Southern African Project Controls Institute ,as herein constituted.
“Board” shall mean the Board elected in terms of Clause 8 thereof.
“Members” shall, where no specific category of member is mentioned, mean all the members of the Association
This Constitution shall be binding upon the Institute and all members and officers thereof.
Except as provided in this Constitution, or by applicable law, no Member of the Board, officer, member, office holder, employee, representative, or other agent of the Institute may act on behalf of the Association or hold himself or herself out to the public as authorised to act on behalf of the Association without the prior written approval of the Members of the Board.
If any clause or portion of a clause of this Constitution shall be invalid or inoperative, then, in so far as reasonable, the remainder of this Constitution shall be considered valid and operative.
Whenever this Constitution requires notice to be given, the notice may be given in any manner permitted by law; including, but not limited to written, verbal, postal, electronic, and facsimile notices. The accidental omission of transmit a notice of any meeting to any member or the non- receipt of such notice by any member shall not vitiate any decision made at such meeting.
Should any question arise as to the interpretation or meaning of any clause of this Constitution, or the procedure to be adopted there under, or as to the action to be taken in respect of any matter affecting the Institute and not provided for, then the Board shall decide such question and such decision shall be final and binding upon the Institute, its officers and members; unless and until the Institute should decide such question otherwise at any general meeting.

4 OBJECTIVES AND POWERS

The objectives of the Institute shall be:

To promote the use, disciplines and science of project control and support services;
To promote education and training for those practising or whishing to practice in the disciplines of project control and support services and or promote the study of the practice relating to project control and support services;
To determine standards for admission to the various classes or membership of the Institute and to provide means for testing the qualification of candidates for admission to the appropriate classes of membership:
To provide a forum for the exchange of views and information on matters pertaining to project control and support services and related matters;
To print, publish and circulate among members of the Institute and other interested persons, papers, books, periodicals, circulars and other literature dealing with project control and support services and related matters;
To ensure high standards of professional competence and conduct on the part of its member;
To present the collective views of its members to related bodies, public authorities and to other interested organisations and persons;
To promote standardisation of terminology and so far as practicable develop standard methods;
To co-operate with other organisations having common or related objectives; and
To watch over, promote and protect the interests of its members
The powers of the Institute shall be:

Generally to take such action and to do such things as may be required for the achievement of its objects as laid down in the Constitution, notwithstanding the specific powers stated in sub clause 4.2.2 to 4.2.14 hereunder;

To receive enrolment fees, annual subscriptions and all other revenues of the Institute; to open, operate and close an account or accounts with any registered financial institution and to draw, accept and endorse bills, cheques, promissory notes and other negotiable instruments; and to invest any moneys of the Institute not immediately required for any of its objects or commitments in such manner as may from time to time, be determined, provided that the income or profits from any investment or any other source shall be applied to the furtherance of the objects of the Institute and not to the payment of any dividend to its members;

To borrow, lend or raise money with or without security, and if secured, secured by any means including mortgage of the Institute’s property, or by overdraft from its bankers.

To acquire, purchase, lease or rent immovable property, buildings or premises for the conduct of the Institute’s business.

To acquire, purchase, lease or rent furniture, office fittings, office equipment, stationery and any other movable property reasonably necessary for the furtherance of the Institute’s objects and to dispose of same by way of sale or otherwise;

To negotiate and obtain such insurances as may be necessary for the protection of the Institute’s property and insurable interests;

To determine, where not otherwise provided in this Constitution, the requirements in respect of educational standards and practical experience for the admission of applicants the various classes of membership, to receive, consider and decide upon such applications for membership, and to arrange for and prescribe such test’s examinations and other appropriate means of assessing the competence of such applicants for membership;

To maintain a register of membership, and to design, print and issue such certificates of membership as may from time to time be prescribed;

To cause to be elected a Board: President, Vice President and such other office bearers as may be from time to time be prescribed;

To establish such subcommittees and branch committees as may be required or desired and to prescribe rules for the control, management, administration and regulation of such subcommittees and branch committees and their affairs in so far as these are not regulated for herein, and to delegate to them such powers as may be deemed necessary:

To make and from time to time alter, amend or rescind rules and/or by-laws for the carrying out of the business of the Institute and to provide for all other matters, which in terms of this Constitution may be prescribed;

To take any steps with regard to the publication, distribution, and disposal of journals, calendars, yearbooks and other forms of publication matters as it may deem necessary;

To appoint and dismiss such employees as it may deem fit, on such terms as it may from time to time consider expedient; and

To institute and defend legal proceedings by or on behalf of the Institute in its name.
The income and profit of the Institute from whatever source derived, shall be applied solely towards the promotion of the objects of the Institute as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise, or by way of profit to the persons who at any time any be or have been members of the Institute, or to any person claiming through any of them provided that nothing herein shall prevent the payment in good faith of remuneration to any officers or servants of the Institute or to any member of the Institute or other person in return for any services actually rendered to the Institute.

5 MEMBERSHIP

Membership of the Institute is open to anyone who has an interest in project control and support services, and who supports the objectives of the Institute.
Any corporation, company, government body, association, organisation and body corporate which has an interest in project control and support services and supports the objectives of the Institute, may join the Institute as a sponsor.
There shall be the following categories of members of the Institute:

A Member is someone who has an interest in project control and support services and supports the objectives of the Institute.

This membership grade includes:
1. Student member, who must be a full time student of any tertiary educational institution or ELPAVO Training Consultancies cc.

2. Member, who is someone who has an interest in project control and support services and supports the objectives of the Institute but does not yet meet the criteria to be a certificated member

3. Retired member, who shall have been a member for a period of not less than ten years, who are no longer in full-time employment either in a salaried capacity or in self-employment, and who have signified their desire to be classified as a retired member, provided that no member may be transferred to the retired class who has not attained the age of fifty five.

4. Certificated members, who shall have passed such qualifying examination or who have attained such general educational standards and practical experience as may from time to time be prescribed.

5. Fellows, who shall be certificated members who have been elected fellows by the Board on account of particular knowledge, expertise and experience in the field of project control and support services.

6. Honorary life members, who shall be members, certificated members or fellows who the Board has elected honorary life members in recognition of their services to the Institute and who shall be entitled for life to all the rights of members, certificated members or fellows, respectively, but who shall be exempt from the payment of annual subscriptions.

7. Honorary members, who shall be persons whom the Board wishes to honour by election as honorary members for a period of one year, which election may be renewed from time to time; and who shall be exempt for the payment of annual subscriptions.

8. The Board may elect a Patron who shall hold office for a period of one year. A patron shall be elected from the members or honorary members of the Institute, provided that the Board may simultaneously elect a suitable candidate as an honorary member and as patron.

9. Application as sponsor, or for membership, except in the case of honorary membership and honorary life membership, shall be made to the Board on the prescribed form, and applicants shall furnish such information as may be required by the Board.

10. The name and address of every sponsor and every member shall be entered in a roll to be called the “Roll of Members:, which shall include the name, address, membership grade, and date of admission of each member in good standing.
Every member shall be entitled:

To receive an appropriate certificate of membership which certificate shall remain the property of the Institute and be returned to the Institute on the cessation of membership,

To receive all notices, circulars, balance sheets, agendas of general meetings and other documents issued to members

To take part in any discussion on any matter at any general meeting of members,

To attend and participate in all lectures, symposia, courses or other activity organised or sponsored by the Institute subject to such limitations, and on such terms, and on payment of such fees as the Board shall determine,

To describe himself as a member of the Institute of the category concerned, and to do so by using the following post nominals:

The letters “M.SAPCI” in the case of a member;

The letters “CM.SAPCI” in the case of a certificated member

The letters F.SAPCI in the case of a fellow member:

The letters “HonM.SAPCI” in the case of an honorary member.

All members, other than honorary members, present in person or by proxy, at any general meeting of members shall be entitled to vote on any resolution and to vote for candidates for election to the Board.

All members, other than honorary members, shall be eligible for election to the Board or to hold any office in the Institute, save that an honorary member may hold office as Patron.

The liability of each sponsor and each member shall be limited to the amount of any subscription or other debt owning by him to the Institute.

6 ENROLMENT FEES AND SUBSCRIPTIONS

Save in the case of honorary members and honorary life members:

Every application for membership shall be accompanied by the prescribed administration and application fee, provided that where any application for membership is rejected, the application fee shall be refunded in full to the applicant.
The Board shall determine annually the subscription for a student member will be equal to half of the annual subscriptions payable by all sponsors and all members and shall inform each member not later than the 31st day of May of each year the subscriptions to be levied in the ensuing financial year.
The annual subscription for a student member will be equal to half of the annual subscription for ordinary members, provided that such student member proves satisfactory evidence of his or her status as a full time student at a tertiary educational institution to the Board.
The annual subscription for a retired member will be equal to half of the annual subscription of ordinary members.
Annual subscriptions for any financial year shall be due on the first day of July of that year; provided that any member whose resignation is tendered and accepted before the first day of July shall not be liable for the annual subscriptions for that year.

7 DURATION AND TERMINATION OF MEMBERSHIP

Any sponsor, member, certificated member or fellow shall be deemed to be a sponsor, member, certificated member or fellow as the case may be, as from the date of receipt by him or her of the acceptance of his or her application, or his or her election as certificated member or fellow, and on such date he or she shall become liable for payment of the annual subscription, provided that if such date is after 31 December, he or she shall be liable for half of the annual subscription for that year. If a member joins the institute the last quarter of the year the fee shall be for the next year
The membership of any sponsor shall terminate if:
1. The sponsor submits its resignation in writing to the Secretary; or
2. The sponsor fails to pay any subscription for which it may be liable within two months of the date upon which such subscription becomes due subject to the provision that the Board may on good cause shown, permit additional time in which to pay such subscription.
The membership of any member shall terminate if
1. He or she submits his or her resignation in writing to the Secretary
2. He or she fails to pay any annual subscription for which he or she may be liable within two months of the date upon which such subscription becomes due, subject to the provision that the Board may on good cause shown, permit additional time in which to pay such subscription; or
3. The Board, at a special meeting called to consider his or her conduct in terms of clause 12.4.2 hereof, resolves that his or her membership be terminated on the grounds of improper conduct.
No refund or any subscription or part thereof shall be made to a body corporate or a person ceasing to be a sponsor or a member and he or she shall in any event remain liable to the Institute for any subscription or other debts or obligations due by him or her.

8 BOARD

The affairs of the Institute shall be managed and controlled by a Board, which is hereby established.
The Board shall consist of as many members elected as seem fit to perform the tasks undertaken as provided in Clause 8.10, and the immediately part President.
The period of office for members of the Board shall be two years. The number of members of the Board retiring shall be five annually. Any member retiring from the Board shall be eligible for re-election.
A member of the Board shall, ipso facto, cease to be a member if:
1. He or she fails to attend three consecutive meetings of the Board
2. He or she ceases to be a member of the Institute
The Board shall co-opt a member, certificated member or fellow to fill any vacancy that may occur on the Board between one annual general meeting and the next and the term of office of such co-opted member shall equal the unexpired term of office of the member whose vacated seat he or she is co-opted to fill.
The Board shall, at its first meeting after the annual general meeting, elect from among its members a President, a Vice-President, a Treasurer, a Secretary and any other office bearer deemed necessary, all of whom shall hold office until their successors are appointed at the first meeting of the Board after the annual general meeting in the next succeeding year.
The Board shall meet at least once in every three months at such place and at such time as it may from time to time determine, and not less than fourteen days written notice shall be given to members of the Board of such meeting.
The quorum at meetings of the Board shall be not less than one-third of the number of its members. In the event that a quorum of members is not personally present when any meeting of the Board is due to commence and for thirty minutes thereafter, the meeting shall be declared adjourned. And the members at such declared adjourned meeting should constitute a quorum.
Every decision of the Board shall be by a majority vote unless otherwise required by this Constitution. Each Board Members shall be entitled to one vote on any matter coming before the Board. Voting by proxy shall not be permitted at meeting of the Board.
Members of the Board shall be elected by members of the Institute at the annual general meeting as follows:
1. Not more than sixty days before the date of the Annual General Meeting in terms of clause 9.1, the Secretary shall send a notice to all members inviting the nomination of candidates for election to fill the vacancies in the Board that have occurred or are about to occur in terms of clause 8.3
2. All such nominations of members for election to the Board shall be signed by the candidate and by two members of the Institute who propose and second his or her candidature. Such nominations are to be received by the Secretary not later than twenty-eight days before the date of the Annual General Meeting.
3. In the event of the nominees for election not being greater than the number of members to be elected, then such nominees shall be declared by the chairman of the relevant annual general meeting to be duly elected, and no vote of members will be necessary.
4. The Board may disqualify a candidate for election if such candidate is in arrears with his or her annual subscription
5. The Board may make rules, not inconsistent with these provisions, for the conduct of elections of members of the Board.
6. Any person who is or was a member of the Board and any person who is or was a officer of the Institute, shall be indemnified by the Institute against all costs, losses, expenses and claims which they may become liable to by reason of any act done in good faith and in a manner he or she reasonably believed to be in the best interest of the Institute, in the discharge of their duties on behalf of the Institute. The Institute shall pay any cost of such indemnity from the fund of the Institute.

9 GENERAL

The Board shall convene an annual general meeting of members not later than the last day of October in each year at such place as it may form time to time determine, and shall give all members at least twenty-one days notice of such meeting.

Within fourteen days of receipt of a written petition for the holding of a special meeting signed by not less than ten members stating the purpose of such meeting, the Board shall convene such meeting and shall give all members not less than fourteen days written notice of such meeting.
The quorum at any general meeting shall be ten members in good standing. In the event that a quorum of members is not present when any general meeting is due to commence and for thirty minutes thereafter, the meeting shall be declared adjourned to a date and time not sooner than seven days and not later than twenty-eight days hence, and the members present at such declared adjourned meeting shall then constitute a quorum.
Every member entitled to vote shall be entitled to be represented by proxy, provided that:
1. No person shall act as a proxy unless he or she is entitled on his or her own behalf to be present and vote at the meeting at which he or she acts as proxy
2. The instrument appointing a proxy shall be in writing under the hand of the grantor and shall clearly and adequately indicates the intention of the person granting it;
3. It is duly signed in accordance with law;
4. Unless specifically otherwise stated therein no instrument of proxy shall be valid for more than one meeting and any adjournment thereof, and not such instrument shall be used at an adjourned meeting which could not have been sued at the original meeting;
5. The form of proxy shall be lodge with the chairman of the meeting at least half-an-hour before the general meeting, at which it is to be used; and
6. The Board’s decision, as the case may be, as to whether the form so received is in order or not, shall be final.
The ordinary business at any annual general meeting shall include the following:
1. Declaration of proxies
2. To approve or otherwise amend the minutes of any previous general meeting
3. To receive the annual report of the Board
4. To receive and consider the financial accounts of the Institute
5. To elect members to the Board in terms of clause 8.10
6. To consider and vote on any intra vires matter, proposal or resolution raised or proposed by any member, provided that the member concerned shall give at least twenty-five days written notice to the Board requesting that such matter, proposal or resolution be included on the agenda of such meeting; and
7. To consider any matter arising out of the foregoing and generally such other business which may be transacted, or ought to be transacted, at any annual general meeting
8. At any general meeting any procedural question requiring parliamentary ruling not provided for in this Constitution shall be decided in accordance with the latest edition of “Roberts’ Rules of Order, revised”.

10 FINANCE

All the funds, assets and properties of the Institute, movable or immovable, shall be administered by the Board on behalf of the Institute

Unless otherwise determined by the Board all cheques drawn on behalf of the Institute shall be signed by two of the signatories appointed by the Board.
The Board shall keep proper account of all monies received and expended and of all assets and liabilities for the Institute, Financial Statements drawn up to the last day of the month of June, shall be annually audited by a person ( or persons) who is (are) qualified to perform this audit according to generally accepted accounting principles. Such Financial Statements shall be submitted to members at the next ensuing annual general meeting.
The financial year of the Institute shall begin on the first day of July and terminate on the last day of June each year.

11 ETHICS

Every member, by virtue of his or her continued membership of the Institute, shall adhere to the Institute’s Code of Ethics, and shall be bound by the Code of Ethics.
Every member of the Institute shall abide by acceptable ethical and professional standards and shall conduct himself or herself and his or her business of whatever nature in accordance with the accepted standards of behaviour.
Any written allegation of improper conduct on the part of any member, which the Board deems substantive, shall be referred to a dispute committee and dealt with in terms of clause 12.

12 DISPUTES

Any disputes which may arise between members, the Institute, the Board, and branch committees in connection with matters of the Institute and which cannot be settled between them shall be referred to a dispute committee for decision.
A separate dispute committee shall be established for each dispute, Each party to the dispute shall appoint one independent person to the dispute committee, and these two members of the dispute committee shall jointly appoint within a period of seven days a third independent person to the dispute committee, who will be the chairman of the dispute committee. Should the chairman not be appointed within seven days, then any party to the dispute may request the President of the Institute at that time to appoint an independent person to act as chairman of the committee.
The chairman of the dispute committee shall determine a date, time and venue for the committee’s meeting, and shall determine the procedure to be followed, provided that:
1. Both parties to the dispute shall be afforded adequate and equal opportunity to present oral and/or written evidence to the committee, and/or to call witnesses;
2. The committee does not have to follow the strict rules of evidence, but shall determine the method for presentation of evidence:
3. No legal representation shall be allowed;
4. The committee shall in all respects act as experts and not arbitrators
5. The parties shall use their best endeavours to procure that the decision of the committee shall be given within thirty days from the date that it was constituted, or so soon thereafter as possible.
6. The committee shall not be bound to follow principles of law but may decide the matter according to what the committee considers just and equitable in the circumstances; and
7. Shall communicate its decision to both parties to the dispute and to the Board
8. If the dispute relates to allegation of improper conduct on the part of a member and the dispute committee determines that the member is guilty of improper conduct it may:
9. Reprimand him or her,
10. Invite him or her to tender his or her resignation. Should the dispute committee invite a member, who has been found guilty of improper conduct, to tender his or her resignation and he or she fails to do so within fourteen days of the receipt of such invitation, then the Board shall act in terms of Clause7.3.3
11. Any decision given by the Dispute Committee in terms of this clause shall be final and binding on all the parties and shall not be subject to appeal

13 BRANCHES

Branches may be established by the Board in various locations throughout Southern Africa, upon suitable evidence of interest by membership in the respective area.

The function of the branches shall be to further the objectives of the Institute through closer personal relationship at the local level.
Application for the establishment of a branch shall be made to the Institute by a petition signed by at least five (5) members residing within the boundaries of the proposed branch. The application for recognition shall include the proposed title of the branch, geographical boundaries, together with such other information as may be directed by the Board.
Branches shall be identified by titles appropriately identifying the geographical areas they serve. At its discretion, the Board may redefine the boundaries of any branch.
The affairs of a branch shall be managed and controlled by a committee elected annually by the members of the branch.
Branch committees are accountable to the Board for all their actions, and shall report to the Board on a regular basis, as prescribed by the Board. The provisions of this Constitution shall bind branch committees.
Financial operations of a branch shall be handled entirely within the branch.
Branches may not commit the Institute unless specifically authorised by the Board.
Recognition of any branch may be withdrawn by the Board if, in its opinion, the branch is not serving the best interests of the Institute.
The branch chairman or his duly appointed representative shall be entitled to attend all meetings of the Board.

14 AMENDMENTS TO THE CONSTITUTION

The Board may number and renumber the various clauses of this Constitution to facilitate ready reference.
Any proposal to amend this constitution other that numbering and renumbering as referred to in clause 14.1 above, shall be submitted either to and annual general meeting of members or to a special meeting of members convened for this purpose the quorum and period of notice for such special meeting shall be a hereinbefore laid down for an annual general meeting.
No proposal to amend this constitution shall be put to any general meeting of members unless notice of the resolution has been set out in the notice convening the meeting.
No proposal to amend this constitution shall be effective unless it receives the votes of two-thirds of members present in person or by proxy and voting at such general meeting.
An amendment to the Constitution shall be effective immediately upon adoption, unless another effective date is specifically determined upon adoption of such amendment.

15 DISSOLUTION

The Institute may be wound up, dissolved or amalgamated with another body with similar objectives, by a resolution of the Board submitted to the members of the Institute for decision by vote.

The terms of any such resolution shall provide for the manner in which any surplus assets of the Association, after paying or making provision for the payment of all liabilities of the Institute shall be applied. If the Institute is wound up and is solved, then all such assets shall be donated to a non-profit organisation having similar aims, purposes and objectives as the Institute, or if it is not possible to donate the assets to such an organisation, then the assets may be donated to any non-profit organisation. No member shall have any right or claim to such assets or any part thereof.

SAPCI WINNERS OF THE AACEI EXCELLENT SECTION RECOGNITION AWARD

ICEC CONGRESS IN DURBAN 2012

MEMBERSHIP BENEFITS