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Draft Constitution of the |
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1. PREAMBLE
2. NAME 3. LEGAL NATURE 4. OBJECTS AND POWERS OF THE BOARD 5. COMPOSITION OF THE BOARD 6. PREMISES 7. PARTICIPATING PROFESSIONAL ORGANISATIONS 8. SUBSCRIPTIONS 9. VOTING 10. MANAGEMENT AND BOARD CONTROL 11. POWERS OF THE BOARD 12. REMUNERATION 13. BOARD MEETINGS 14. EXTRAORDINARY MEETINGS 15. SPECIAL RESOLUTIONS 16. DISSOLUTION 17. INDEMNITY 18. EFFECTIVE DATE 19. FINANCIAL YEAR 1.1 It is recorded that the Interim Certification Board (ICB) is an initiative of the Southern African Institute of Ecologists and Environmental Scientists (SAIE and ES) and the SA affiliate of IAIA in February 2001, the purpose of which is to establish a credible certification process for persons wishing to obtain certification as suitably qualified environmental assessment practitioners (EAPs). The ICB is to be embodied in the Certification Board for Environmental Assessment Practitioners of South Africa after two years; 1.2 The initiative now has the support of fifteen (15) organisations which formally comprise the participating profession organisations (PPO's), and which now wish to associate to achieve the object in 1.1. 1.3 The 'Board' means the ICB until the establishment of the Certification Board for Environmental Assessment Practitioners of South Africa (CBEAPSA) after two years after which it shall change its name to the CBEAPSA. The name shall be the Interim Certification Board, after which it shall be the Certification Board for Environmental Assessment Practitioners of South Africa (CBEAPSA). 3.1 The Board shall be a "universitas", having a separate legal identity from its members and being possessed of all the rights and obligations of a universitas as provided by law, including perpetual succession, the capacity to sue and be sued in its own name, to own property and to contract in its own name through its duly authorised representatives. The members of the Board shall not, in their personal capacities, be liable for the debts of the Board. 3.2 The Board shall be an "association not for gain" in the sense that it shall apply its income and profits (if any) towards the achievements of its objects. None of the members of the Board or the member organisations shall be entitled to receive, in their capacities purely as members, the payment of any "dividend" or other similar consideration, whether directly or indirectly. 4. OBJECTS AND POWERS OF THE BOARD 4.1 The primary object of the ICB, shall be to establish the Certification Board for Environmental Assessment Practitioners of South Africa for the certification of environmental professionals, and to establish procedures and criteria for such certification, including a code of ethics for Environmental Assessment Professionals (EAPs). 4.2 It is recorded that the ICB shall - 4.2.1 operate for a period of two (2) years, starting from February 2001; 4.2.2 consist of environmental assessment practitioners from an academic background, from private practice and relevant government departments as well as other professional bodies and/or key environmental interest groups; and 4.2.3 that its members shall as far as possible be drawn from throughout South Africa, and reflect the country's demographics in terms of racial and gender composition. 4.3 The powers and duties of the Board shall include - 4.3.1 the recruitment, employment and where necessary replacement of members of the ICB; 4.3.2 the power to appoint secretarial and other staff of the Board, the ICB and any other of its committees and to remunerate them on such terms as may be agreed; 4.3.3 providing the logistical and administrative support that may be required by the ICB and any other committee established by the Board; 4.3.4 compiling, updating and making available to all interested persons, a list of certified EAPs; 4.3.5 raising funds for the activities of the Board and ICB and disbursing such funds in the pursuance of its objects; 4.3.6 framing by-laws consistent with this Constitution, for the conduct of the business and the management of the affairs of the ICB and any other Board committee; 4.3.7 framing a professional code of ethics for EAPs, including rules for the consideration by the Board of breaches of said code; 4.3.8 through the certification process - 4.3.8.1 to advance the practice of, and promote quality in, environmental assessment; 4.3.8.2 to create and maintain public confidence in the advice and professional opinions of certified EAPs as well-educated and experienced professionals who have pledged to uphold a Code of Ethics and Code of Practice, and to act in the best interest of the environment and sustainable development; 4.3.8.3 to provide environmental authorities with quality assurance regarding EAPs appointed to conduct environmental assessments; 4.3.8.4 to guide EAPs, government agencies, educational institutions and the public in defining minimum standards of education, experience and core competencies for professional EAPs, and to encourage EAPs to meet such standards; 4.3.8.5 to assist the public in evaluating EAPs by establishing a procedure for critical peer evaluation based upon clearly defined minimum educational, core competency, experience, ethical and practice requirements; 4.3.8.6 to help develop an understanding of careers in environmental assessment, assist in defining career pathways for EAPs, and promote lifelong learning. 4.3.9 The Board shall have the power to do all such things as are necessary for, or incidental to, the achievements of its objects. 4.3.10 The Board shall have power to consider applications for, and grant certification to EAPs who qualify for same in accordance with the procedures and criteria established from time-to-time by the Board. 5.1 The ICB shall consist of members nominated to the Board by the PPO's referred to in clause 7.1, all in terms of clause 4.2; 5.2 The PPO's shall within two years of the date referred to in clause 4.2.1, each nominate a member to the CBEAPSA. 5.3 The members so nominated shall be nominated in accordance with the principles of transparency and representivity, subject always to the provision that - 5.3.1 The member nominated by each of the PPO's shall actively practice as an environmental assessment practitioner, or be certified as such, or be a referee nominated by the ICB; 5.3.2 Each person nominated by the participating state departments referred to in clause 7, shall as far as possible be an employee of each such department. The Board will be based in Cape Town. 7. PARTICIPATING PROFESSIONAL ORGANISATIONS 7.1 The members of the Board shall comprise one person nominated by each of the following member organisations - 7.1.1 Association for the Advancement of Black Scientists, Engineers and Technologists (AABSET); 7.1.2 Association of Consulting Town and Regional Planners (ACTRP); 7.1.3 South African Council for the Landscape Architectural Profession (SACLAP); 7.1.4 Department of Environmental Affairs and Tourism (DEAT); 7.1.5 Environmental Law Association (ELA); 7.1.6 South African Affiliate of the International Association for Impact Assessment (IAIAsa); 7.1.7 Institute of Landscape Architects of South Africa (ILASA); 7.1.8 Institute of Waste Management (IWM); 7.1.9 The South African Association for Consulting Engineers (SAACE); 7.1.10 South African Black Technical and Allied Careers Organisation (SABTACO); 7.1.11 South African Institute of Architects (SAIA); 7.1.12 South African Institute for Civil Engineers (SAICE); 7.1.13 Southern African Institute of Ecologists and Environmental Scientists (SAIE&ES); 7.1.14 South African Planning Institute (SAPI). 7.1.15 Department of Arts, Culture, Science and Technology (DACST). 7.1.16 Water Institute of Southern Africa (WISA). 7.1.17 South African Institute for Engineering and Environmental Geologists (SAIEG). 7.1.18 Such additional organisations as the ICB agrees have the same objectives and are prepared to add their endorsement to the ICB objectives. 7.2 The membership of each nominated member shall terminate after one (1) year unless he or she is re-nominated by the member organisation for the ensuing year. 8.1 Subject to the provisions of 8.2 and 8.3 below, the Board shall, each year, determine the level of annual subscriptions payable by registered EAPs, as well as the initial fees for processing certification applications. 8.2 The Board shall be entitled to suspend from membership of the CBEAPSA any person who fails to pay subscriptions timeously, pending the remedying of such breach. 8.3 The Board shall keep a register of its certified EAPs. Only members in good standing, that is, who are not in breach of any of their obligations as members of the Board, shall be eligible to vote at CBEAPSA meetings. 10. MANAGEMENT AND BOARD CONTROL 10.1 Upon the dissolution of the Board, and its replacement by the CBEAPSA within the two year period referred to in clause 4.2.1, the assets and liabilities of the Board shall be transferred to the CBEAPSA, and all of the powers and duties conferred upon the Board in terms of this Constitution shall apply mutatis mutandis to those of the CBEAPSA. 10.2 In the event that the nomination of any member to the Board or the CBEAPSA is withdrawn by the PPO which nominated that member, such member shall forthwith cease to be a member of the Board concerned. In that event, the PPO concerned shall nominate a replacement member as soon as possible. 10.3 The affairs of the Board shall be managed and administered by the Board members who, shall be nominated and appointed in terms of 5.1 and 5.2. 10.4 The Executive Committee Board shall keep minutes of its meetings. 10.5 A quorum for the purposes of a Board meeting shall be not less than one third of the total number of persons on the Board. 10.6 Issues put to the vote at meetings of the Board shall be determined by simple majority. 10.7 Each member of the Board shall have one vote only save that the Chairman shall have a casting vote in addition to his deliberative vote. 10.8 The Board shall elect, from its number, a Chairman, a Vice-Chairman, a Treasurer, a Secretary and such other functionaries and office bearers as it deems fit. 10.9 The Board shall be entitled to co-opt persons to assist with the management of the Board and to delegate its powers to sub-committees formed by the Board. Co-opted members shall not be entitled to vote but shall otherwise be entitled to participate fully in the committee or sub-committee onto which he/she has been co-opted. 10.10 The Board shall ensure that proper minutes are kept of all meetings of the ICB and CBEAPSA and of general meetings, that proper books and records are kept in respect of its financial affairs and that receipts are issued for all amounts received by the Board. All receipts issued shall have a corresponding counterfoil kept by the Board. 11.1 The Board shall have all such powers as are allowed by law for the purpose of fulfilling its duties of managing and administering the affairs of the Board and, without limiting the generality of the foregoing and without derogating from any other power or duty specified or implied elsewhere in this Constitution, shall have the following powers :- 11.1.1 To operate a banking account in the name of the Board and to appoint, from time-to-time, signatories in respect of the account; 11.1.2 To acquire and/or hire any movable or immovable property; 11.1.3 To raise funds for the Board; provided always that the Board shall not carry on any business or trading operation; 11.1.4 To elect representatives from its number or otherwise from the members of the Board to represent the Board at appropriate meetings of the bodies to whom it is affiliated; 11.1.5 To secure the fulfilment of any contracts or engagements entered into by the Board by pledging or hypothecating all or any part of the property of the Board in such manner and under such conditions as it may think fit; 11.1.6 To sell, lease, alienate or otherwise dispose of part or parts of the movable or immovable property (if any) of the Board and to apply the consideration arising therefrom as it deems advantageous for the Board having due regard to the objects of the Board provided always, however, that the Board shall not have the power to dispose of the whole of the movable or immovable property of the Board without the written consent of the participating organisations in terms of 7.1 ; 11.1.7 To appoint such attorneys, agents, contractors or consultants as it deems fit; 11.1.8 To institute, conduct or defend any legal proceedings by or against the Board, the ICB or any other of its committees in the name of the Board; 11.1.9 To refer any claim or demand by or against the Board to arbitration (if the Board deems fit); 11.1.10 To make and give receipts, releases and other discharges for moneys payable to the Board and for the claims and demands of the Board; 11.1.11 To make, vary and repeal regulations pertaining to the Board, which regulations shall be binding on the members and register EAPs; 11.1.12 To invest and deal with any moneys of the Board not immediately required for the purposes of the Board provided always that it shall not be entitled to act as a money-lender or to make interest-free advances to any of the members of the Board; 11.1.13 To enter into contracts on behalf of the Board; 11.1.14 To delegate to any sub-committee or board or any of the authorities and powers conferred on the Board; 11.1.15 To provide for and award prizes, awards and such other honours as it deems fit to deserving members. None of the Board members shall be entitled to receive any remuneration for services rendered by them in their capacity as member. However, members and any persons appointed to the ICB and CBEAPSA shall, subject to approval by the Board, be entitled to be reimbursed by the Board in respect of bona fide expenses reasonably incurred by such member or person in carrying out any duty on behalf of the Board. 13.1 The Board shall meet at least once every quarter, but may meet more frequently to facilitate the certification of EAPs; 14.1 The Chairman shall be entitled to call an Extraordinary Meeting at any time and shall be obliged to call such meeting if requested thereto in writing by at least 5 Board members who shall, in requesting the calling of such meeting, specify the purpose thereof. 14.2 The notice calling the Extraordinary Meeting shall specify the reasons for the meeting. 15.1 For the purposes of this Constitution, a special resolution shall mean a resolution passed by at least 75% of the voting members present in person or represented by proxy, at a properly constituted meeting of the Board. (This shall not be construed as 75% of the entire Board membership but rather 75% of the votes at a meeting where a quorum is present). 15.2 The following matters shall require approval by way of a special resolution - 15.2.1 the amendment of the Constitution including, for example, but without limitation, any proposal to change the name of the Board or any other provision of the Constitution; 15.2.2 a proposed amalgamation of the Board with any other Association having similar objects. For this purpose, "amalgamation" shall mean any formal association, merger or takeover even if the result thereof would not require an amendment to the Constitution of the Board; 15.2.3 the winding-up and dissolution of the Board; 15.2.4 the disposal of the whole or the greater part of the assets of the Board. In the event of a special resolution being passed to dissolve the Board, any assets remaining after satisfying all of the debts and liabilities of the Board, shall be distributed to the participating organisations pro-rata as to their financial contributions in the establishing of the ICB and CBEAPSA. Members of the Board or any of its committees, persons appointed to the ICB, and any person co-opted thereto shall not be liable for anything done or omitted to be done in the honest and bona-fide exercise of their duty or supposed duty unless same is due to the wilful neglect or gross negligence of the defaulting person and the Board shall indemnify and hold harmless all such persons save only to the extent of any claim for damages or loss arising out of the dishonesty or wilful neglect or gross negligence of the defaulting person. This Constitution shall come into effect on ___________________________________. 19.1 The "Financial year" of the Board shall commence on ______________________ of each year and endure until the end of ____________________________________of the following year.
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