CONSTITUTION (Updated with amendments to AGM 02 April 2015) of the

Transcription

1 CONSTITUTION (Updated with amendments to AGM 02 April 2015) of the TAMIL SENIOR CITIZENS BENEVOLENT SOCIETY (NSW) Inc. (Incorporated under the Associations Incorporation Act 1984) 1. Name and Affiliation The name of the Society shall be the TAMIL SENIOR CITIZENS BENEVOLENT SOCIETY (NSW) INC.. It shall be an affiliated body of the Tamil Senior Citizens Association (NSW) Inc. 2. Definitions (in alphabetical order) In this Constitution: 2.1 Application Fee means the payment of the designated fee at the time of submission of the application for membership. 2.2 Association means the Tamil Senior Citizens Association (NSW) Inc 2.3 Board means the Board of Trustees 2.4 Call means a Death Benefit Call which is a contribution by every member towards the funeral expenses of a deceased member. 2.5 Contribution means the payment of the designated amounts after which a Provisional Member is entitled inter alia to become a Member. 2.6 Death Benefit means the payment made by the Society to the nominee of a deceased member to meet funeral expenses. 2.7 Death Benefit Call means the donation that will be requested from each member following the demise of a member. 2.8 Member means a person who has been a provisional Member for six months from the date of application and has completed payment of contributions. 2.9 Membership means all Members and shall not include Provisional Members Membership Card means the document issued to a person admitted as a Member of the Society Membership Register means the register of Provisional Members and Members Permanent Resident means a person who holds a Permanent Resident Visa or is a Citizen of Australia. [AMENDED 28 FEB 2004] 2.13 Provisional Member means a person, being eligible to become a member of the Society, and having submitted an application on the prescribed form with the application fee, has been duly enrolled. He / she has not yet been enrolled as a Member, which requires payment of Contributions and the lapse of six months from the date of application Special Reserve means a Reserve created in terms of Clause [AMENDED AGM 28 FEB 2004] 2.15 Society means the Tamil Senior Citizens Benevolent Society (NSW) Inc Trustee means a member of the Board of Trustees of the Society. Page 1 of 12

2 3. Registered Office The registered office of the Society shall be at The Boulevarde, Strathfield, NSW 2135, or at such other place as determined from time to time by the Society. 4. Objective The objective of the Society is to enable members to be of mutual assistance in making financial provision towards their funeral expenses. 5. Membership and Fees Only members of the Association, who have been residing in the State of New South Wales, as a Permanent Resident of Australia, for a minimum period of one year at the time of application, shall be eligible to become members of the Society. They should subscribe towards the objectives of the Society and be Senior Citizens ie. men over the age of 55 and women over the age of 50 years. [AMENDED AGM 28 FEB 2004] A member of the Tamil Senior Citizens Association who joined the Association prior to and who has completed his/her 63 rd birthday on that day, shall be eligible to join the Benevolent Society, only if he/she applies for membership before However, if a member of the Association was below the age of 63 years on , he/she will be eligible to join the Society provided application is made before the 65 th birthday A person who becomes a member of the Tamil Senior Citizens Association after and who has passed his/her 63 rd birthday on that day shall be eligible to join the Benevolent Society only if he/she applies before the expiry of 2 years from the date of joining the Association. However, if the person is below 63 years of age at the time of joining the Association, he/she will be eligible to join the Society provided application is made before the 65 th birthday Notwithstanding the provisions in Clause and 5.1.3, as from 1 July 1998, an applicant for membership shall be eligible to join the Benevolent Society, only if he/she applies before his/her 67 th birthday. [AMENDED AGM 28 FEB 2004] However in the case of an applicant who has passed the 67 th birthday, he/she shall be eligible to join the Society only if he/she applies within two years of first arrival in Australia on a Permanent Resident Visa or of having been granted a Permanent Resident Visa while being in Australia, subject to Clause [AMENDED AGM 28 FEB 2004] Notwithstanding the provisions in Clause and 5.1.3, as from 21 March 2015, an applicant for membership shall be eligible to join the Benevolent Society, only if he/she applies before his/her 75 th birthday However in the case of an applicant who has passed the 75 th birthday, he/she shall be eligible to join the Society only if he/she applies within two years of first arrival in Australia on a Permanent Resident Visa or of having been granted a Permanent Resident Visa while being in Australia, subject to Clause [AMENDED AGM 02 APRIL 2015] Notwithstanding clause , any member of the Tamil Senior Citizens Association who who has completed the 67 th birthday, shall be eligible to join the Benevolent Society provided [AMENDED AGM 23 Feb 2002] (a) (b) the member has completed at least one year permanent residence in New South Wales on the date of application, and the member agrees to pay a special contribution in lieu of Death Calls missed commencing from the date of his/her permanent residence in New South Wales, in addition to the application fee ($20) and contributions ($60) payable in terms of clause 5.3. The special contribution shall be paid either in a lump sum or in installments within 6 months from the date of application. (c) the existing provisions in the Constitution relating to the payment of contribution of $60 shall govern the payment of special contribution. Page 2 of 12

3 5.2 Any member who ceases to be a member of the Association automatically forfeits membership of the Society. 5.3 Application for membership shall be made on the prescribed form, along with a non-refundable Application Fee of $20 with an agreement to make contributions of: i ii a further amount of $60 and, where the application is made by a person who is over the age of 60, shall pay an additional amount for every year or part thereof, in excess of age 60, as follows: If application is made (a) on or after 1 July 2004 but before 1 July 2012 $120 [AMENDED AGM 28 FEB 2004] (b) on or after 1 July 2012 but before 1 July 2015 $180 [AMENDED AGM 12 APR 2012] (c) on or after 1 July 2015 $ 220 [AMENDED AGM 02 APRIL 2015] in not more than six equal monthly installments, commencing one month from the date of application for membership. Provided that if any part or the whole of the additional amount of payable for every year or part thereof in excess of age 60 shall not have been paid as required by a provisional member/member, such amount shall (a) not be deemed to be in arrears for purposes of Clause 9, (b) be deemed to be a debt due to the Society by such member and (d) be deducted from the Death Benefit payable to the Nominee of such member. [AMENDED AGM 16 MAR 2006] Provided further that where any person who was eligible to apply for membership at any time on or after 1 July 2004, but has ceased to be eligible to apply for membership before 1July 2006, such person shall be deemed to be eligible to apply for membership if he makes an application to join the Society before 1 July [AMENDED AGM 16 MAR 2006] The applicant shall hand over the application personally to one of the Members of the Board of Trustees, with any proof that may be required, at any of the Meetings of the Association or at any of the Board of Trustees meetings of the Society. 5.4 The Board shall consider such applications for membership and shall determine whether to accept or reject them. 5.5 The Secretary shall notify the applicant of the decision of the Board and, in case of acceptance, the Membership Number will also be notified. 5.6 On acceptance of the application by the Board, the applicant is enrolled as a Provisional Member and his/her name, together with the relevant particulars, will be entered in the Membership Register. 5.7 On payment of the contributions as per Sub-Clause 5.3 i and at the end of six months from the date of application, the Provisional Member shall be designated a Member, and will be issued with a Membership Card. [AMENDED AGM 28 FEB 2004 & AGM 16 MAR 2006] 5.8 In the event of the demise of a Provisional Member, the contributions made shall be refunded to his/her nominee. 5.9 A Provisional Member may pay the contributions as per Sub-Clause 5.3 in a lump sum, but entitlement to become a member is only available at the end of six months from the date of application [AMENDED AGM 28 FEB 2004] Page 3 of 12

4 5.10 It shall be the responsibility of provisional members/members to keep the Secretary informed of any changes to the addresses and telephone numbers of themselves and of their nominees. 6. Death Benefit Payment 6.1 The trustees, on becoming aware of the demise of a member either through his/her nominees or otherwise, shall take necessary steps to make the death benefit payment as early as possible. This payment shall be certified by the two Trustees referred to in clause The death benefit payment is payable to the nominees of the late member on production of satisfactory proof of identity. For this purpose, every provisional member/member shall indicate the full names, addresses and relationship of the first and second nominees. Any changes in nominees shall be properly advised in writing, so that the Register would be up to date. There shall be no more than two nominees for each member. 6.3 The first nominee shall for all purposes receive the full payment unless other specific written instructions had been given to the Board of Trustees by the late member concerned. 6.4 The benefit is payable to the nominees after recovering any calls that may be due to the Society from the deceased member. 6.5 The death benefit shall be paid as early as possible from the Society s funds and reimbursement will be made from the death benefit call collection. 7. Death Benefit Quantum 7.1 The amount of the Death Benefit payable shall be the number of members on the Membership Register on the date of death of the member multiplied by the current rate of the Death Benefit Call, reduced by ten percent (10%), but subject to a minimum of $ 4,000 and a maximum of $ 5,000. Any shortfall shall be met from the Special Reserve. [AMENDED AGM 28 FEB 2004] 7.2 The method of computing the death benefit payable shall be reviewed at every Annual General Meeting of the Society, based on the recommendations of the Board of Trustees. 8. Death Benefit Calls 8.1 On payment of a Death Benefit as an advance from the Society s funds, calls will be made to every member on the Membership Register as on the date of the event, to pay $10.00 or as determined at the Annual General Meeting, towards reimbursing the Society s funds inclusive of the transfer to the Special Reserve as required in Sub-Clause [AMENDED AGM 28 FEB 2004] 8.2 It shall be the duty and responsibility of every member to respond to the Death Benefit Call without delay but not later than four (4) weeks from the date of call. 8.3 The quantum of the Death Benefit Call shall be reviewed at every Annual General Meeting of the Society, based on the recommendations of the Board of Trustees. 8.4 If a member so desires, he/she may pay in advance a sum of money to cover any future Death Benefit Calls. 9. Contributions or Death Benefit Calls in Arrears In the event of a provisional member/member falling into arrears in the payment of contributions or of Death Benefit Calls beyond four weeks of the due date, the following procedure shall apply:- 9.1 A formal notification of the arrears due will be sent to the provisional member/member as well as to both nominees. Page 4 of 12

5 9.2 This notification will allow a further period of four weeks for the settlement of arrears, provided valid reasons for the non-payment are adduced to the satisfaction of the Board. 9.3 If the payment is still not received within the further period of four weeks, ie eight weeks from the due date, membership shall cease and all fees and contributions paid will be forfeited. 10. Resignation from the Society 10.1 Any member may resign from the Society at any time. The resigning member will forfeit all payments made to the Society, and will have no claim whatsoever against the Society Any person who has resigned from membership or ceased to be a member may apply within a period of two years of such resignation or cessation of membership to rejoin the Society, notwithstanding any disqualification on account of age, provided that he/she is still a Permanent Resident of New South Wales and pays: i a processing fee of $100 ii three times the aggregate of any Death Benefit Calls in arrears at the time of the applicant s resignation or cessation of membership. Iii three times the aggregate of all death calls made since the applicant s resignation or cessation of membership Re-joining members, for all purposes will be deemed to be new applicants and will be governed by the rules in force at that time. [AMENDED AGM 28 FEB 2004] 11. Provisional Members/Members on prolonged stay overseas or in other States or otherwise unable to attend to their affairs It shall be the duty of the Provisional Members/Members to make satisfactory arrangements to pay to the Treasurer all dues and fulfill their obligations to the Society, when they go overseas or inter-state or are absent from their residence for any other reason, or in the event of any foreseeable or unforeseable incapacity or sickness which may arise. They may pay their monthly contributions in advance or, in the alternative, their monthly contributions or their death benefit calls, when due, could be paid through their nominees during their period of absence from the State. All communications shall be forwarded to the Provisional Member/Member/Nominee to the address in Australia, on the Membership Register or as otherwise notified to the Secretary in writing, and if so forwarded shall be deemed to have been received. [AMENDED AGM 28 FEB 2004] 12. Members Liability The liability of membership of the Society to contribute towards the payments of the debts and liabilities of the Society or the costs, charges and expenses of winding up the Society is limited to the amount, if any, unpaid by the provisional member/member in respect of the membership of the Society as required by Rule 5.3 of this Constitution. 13. Management of the Society The Board of Trustees of the Society, hereinafter referred to as the Board, shall, subject to the Associations Incorporations Act, its regulations, these rules and to any resolutions passed by the Society at a General Meeting and in pursuance of the objects of the Society: be responsible for the control and management of the Society s affairs exercise all such functions as may be exercised by the Society other than those functions that are required by the rules to be exercised by a General meeting of members of the Society. Page 5 of 12

6 13.3 have the power to perform all such acts and to do all such things as may appear to the Board to be necessary or desirable for the proper management of the affairs of the Society purchase or otherwise acquire any property, moveable or immoveable for the Society or for the benefit of its members invest surplus funds in authorized trustee investment institutions prescribed under the Charitable Collections Act seek affiliation with state-wide pensioner organisations or benevolent societies with like objectives, as an affiliate, such affiliation to preserve the autonomy and membership rights of the Society. 14. Board of Trustees 14.1 The Board of Trustees shall consist of nine members as follows:- [AMENDED AGM 14 MAR 2013] President Secretary Two Assistant Secretaries [AMENDED AGM 14 MAR 2013] Treasurer Two Assistant Treasurers [AMENDED AGM 14 MAR 2013] Two representatives from the Association to be nominated by the Committee of Management of the Association, from its members or from members of the Association. Members so nominated should be members of the Society and not already be on the Board of Trustees, and hold office from one Annual General Meeting of the Society to the next The Board shall hold office in an honorary capacity The President, the Secretary, the Assistant Secretaries, the Treasurer and the Assistant Treasurers shall be elected annually at the General Meeting of the Society. [AMENDED AGM 14 MAR 2013] 14.4 The Board shall call for nominations through the Secretary A retiring elected member of the Board, who has served for three consecutive years, shall not be eligible for re-election for the succeeding year. The position of Treasurer will be exempted from this restriction in the event no other eligible nomination is received for his position. This exemption will be effective from the financial year [AMENDED AGM 10 MAR 2008] 14.6 Nominations duly completed as required in the prescribed form, proposed and seconded, with the signed consent of the nominee should be sent in sealed envelopes to the Returning Officer and should be received at the Registered Office of the Society before 1 pm at least ten days before the Annual General Meeting. [AMENDED AGM 28 FEB 2004] 14.7 In cases where there is only one nominee per vacancy or less nominations than vacancies are received, then the person or persons so nominated will be declared elected unopposed at the Annual General Meeting If insufficient nominations are received, further nominations will be called at the Annual General Meeting If there is more than one nomination for any vacancy, the voting to fill that vacancy shall be by secret ballot In the event of any Trustee being absent without leave for any three successive Board Meetings, he/she shall be deemed to have vacated his/her office as a Trustee The Board of Trustees may co-opt Involvement or Support Committees to assist them in the activities of the Society In the event of any member of the Board relinquishing his/her duties or whose duties are terminated, he/she shall hand over documents and property belonging to the Society to the member approved by the Board for this purpose, within seven (7) days of the date of such relinquishment or termination In the event of a vacancy occurring in the Board, the Board may appoint a member of the Society to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the next Annual General Meeting following the date of appointment. Page 6 of 12

7 15. Vacation of Office The office of a Trustee shall become vacant: upon his/her resignation 15.2 upon his/her death 15.3 if he/she becomes bankrupt 15.4 if he/she becomes mentally ill 15.5 upon a resolution being passed by two-thirds majority of provisional members/members at a properly constituted General Meeting specially called for the purpose, to remove him/her from office In consequence of any additional position in the Board of Trustees being created, after the Annual General Meeting had been held. [AMENDED AGM 14 MAR 2013] 16. Board Meetings 16.1 The Board shall meet at least four times each year at such place and at such times as the Board shall determine Special meetings of the Board may be convened by the President or, on request by at least four (4) members of the Board Any four (4) members of the board shall constitute a quorum for the transaction of the business of the meeting of the Board The President shall preside at every meeting of the Board, and in his/her absence, the Trustees present shall nominate one of them to preside Questions arising at any meeting shall be decided by a simple majority of vote, the Chairperson shall have a second or casting vote. 17. Funds of the Society The Society shall: derive its funds from the application fees, contributions, donations, and such other sources as the Board may determine maintain a Special Reserve to which all monies collected under Sub-Clause 8.1, less the amount paid under Sub-Clause 7.1 shall be credited. Disbursements from this account may be made only for the following purposes:.1 Meet any shortfall in relation to expense incurred in advising and collecting Death Calls to the extent that these cannot be met out of interest and other income.2 Meet any shortfall referred to in Sub-Clause 7.1 [AMENDED AGM 28 FEB 2004] 17.2 utilise its income only for the promotion of the objectives of the Society and shall not be paid to or distributed among past or present members of the Society All monies received by the Society shall be deposited intact at the earliest possible date to the credit of the Society s Bank Account All payments in excess of $ made by the Society shall be paid by cheque. [AMENDED AGM 10 MAR 2008] 17.5 Details of all receipts and payments shall be presented at each Board Meeting and recorded in the Minute Book. Page 7 of 12

8 18. Financial Year The Financial Year of the Society shall be from 1 January to 31 December. 19. Annual General Meeting 19.1 The Society shall at least once in every calendar year and within the period of three (3) months after the expiration of each financial year of the Society, convene an Annual General Meeting. [AMENDED AGM 28 FEB 2004] 19.2 The Annual General Meeting shall transact the following business: Confirmation of the minutes of the last preceding Annual General Meeting and of any Special General Meeting(s) held since that meeting To receive and consider the audited Annual Financial Statements and the Report of the Board of Trustees, which may include a recommendation that any matter be considered and determined, including to any amendment to the constitution. [AMENDED AGM 14 MAR 2013] To consider and review the Death Benefit Call and the Death Benefit Quantum Any other business for which notice as required in Para 19.3 has been given to the Secretary The election of the Board of Trustees The appointment of an Honorary Auditor 19.3 Anyone in the membership desiring to bring a resolution or originate a discussion on a specific subject at an Annual general Meeting shall give notice in writing, with the signed consent of not less than thirty other members, not later than 15 December of the year preceding the Annual General Meeting, to the Secretary who shall include such business in the notice calling the Annual General Meeting. [AMENDED AGM 14 MAR 2013] 20. Special General Meeting 20.1 The Board of Trustees may, whenever it thinks fit, convene a Special General Meeting of the Society The Board shall also convene a Special General Meeting upon a written request of not less than one fourth (1/4) of the membership of the Society. Such a requisition for a Special General Meeting shall state the purpose of the meeting Such meetings will be convened after giving not less than twenty-one (21) days notice to the membership. 21. Notice of Meetings 21.1 The Secretary of the Society shall give twenty-one (21) days notice of every General Meeting to the membership. The notice shall specify the place, date and time of the meeting and the agenda of the meeting Copies of the Annual Report and Accounts will be made available to the membership together with the notice convening the Annual General Meeting Where the notice is sent by post, the service of the notice shall be deemed to be effective if addressed to the registered address of the provisional member/member. Omission to give notice of a General Meeting or non-receipt of a notice by any provisional member/member shall not invalidate any proceedings or resolutions passed at any General meeting of the Society No business other that set out in the notice convening the meeting shall be transacted at the General Meeting. Page 8 of 12

9 21.5 Any member desiring to bring any business before the meeting shall give notice of that business in writing to the Secretary who shall include the business in the notice calling the next General Meeting after receipt of that notice. [AMENDED AGM 28 FEB 2004] 22. Quorum No business shall be transacted at any General Meeting without a quorum. When the meeting proceeds to business, save as herein provided, one sixth (1/6) of the membership present shall constitute a quorum. If within half an hour from the time appointed there is no quorum, the meeting shall not proceed. It shall be adjourned to another day, within thirty days of the original meeting, at such other time and place as the Board may determine. If at such adjourned meeting there is no quorum within half an hour from the appointed time for the meeting, the membership present shall constitute a quorum for the meeting. Provided that the meeting shall still proceed and business transacted at the end of the half an hour if- (i) There is no Special Resolution on the Agenda (ii) The number present is not less than fifty (50), and (iii) So resolved by the members present [AMENDED AGM 02 APR 2015] 23. Proceedings at General Meetings 23.1 The President shall preside at every meeting of the Society and, in his/her absence, the membership present shall elect one of them to preside Resolutions shall be carried by a simple majority of the membership voting by a show of hands at the meeting On procedural matters where the constitution is silent, the Chairperson s ruling in keeping with the conduct of meetings of voluntary associations shall be followed. 24. Minutes of Meetings 24.1 The Secretary shall keep minutes of all resolutions and proceedings of every General/Board Meeting, in books provided for the specific purpose, together with a record of the names of the provisional members/members present at the General/Board Meeting Such minutes with any amendments as necessary, shall be accepted and signed as correct by the Chairperson of the meeting at which the proceedings took place or by the Chairman of the next succeeding meeting. 25. Public Officer The Public Officer for the purpose of the Associations Incorporations Act, shall be the Secretary of the Society. 26. Secretary Subject to the general control of the President, the Secretary shall exercise the following powers: Shall be responsible for the day to day activities and administration of the Society in collaboration with the Assistant Secretaries and the Treasurer Shall maintain a record of the membership of the Society indicating the name, address, telephone number, and date of admission as a provisional member/member Shall call meetings of the Society and keep records of all resolutions and proceedings of every General Meeting and all Board Meetings in the Minute Book together with the record of the names of persons present at such meetings. Page 9 of 12

10 26.4 Attend to all correspondence relating to the Society Except as otherwise provided in these rules, the Secretary shall keep control of all books, documents and securities of the Society and allow inspection by the membership after two weeks notice and on the authority of the Board Shall perform the functions of a Public Officer. 27. Assistant Secretary 27.1 The Assistant Secretary shall work in close co-operation with the Secretary and perform such duties as may from time to time be given or assigned to him/her by the Secretary of the Board The Assistant Secretary shall exercise all powers and perform all functions of the Secretary in the latter s absence. 28. Treasurer The Treasurer shall: collect and receive application fees, contributions, donations and all monies paid to the Society and issue receipts thereof Make payments authorized by the Board 28.3 Keep no more than $ 100 as petty cash in hand at any time Maintain a Register of Provisional Members/Members, keep proper receipt books, vouchers in support of disbursements and account books showing the financial affairs of the Society 28.5 Maintain an inventory of the property (moveable) of the Society Present periodical financial statements and reports to the Board and submit the financial statements at the end of the financial year to the Honorary Auditor. [AMENDED AGM 10 MAR 2008] 28.7 Present periodical statements and reports to the Board and submit the financial statements at the end of each financial year to the Honorary Auditor 29. Assistant Treasurer 29.1 The Assistant Treasurer shall work in close collaboration with the Treasurer and perform such duties as may from time to time be given or assigned to him/her by the Treasurer or the Board The Assistant Treasurer shall exercise all powers and perform all functions of the Treasurer in the latter s absence. 30. Honorary Auditor 30.1 The Honorary Auditor shall audit the financial statements of the Society and submit his/her report to the Secretary, who shall place it before the Board and before the Annual General Meeting The Auditor shall not be a member or closely related to a Trustee. 30 Returning Officer 30.1 A Returning Officer shall be elected at every Annual General Meeting. If there is more than one nomination, the election shall be by a show of hands. Page 10 of 12

11 30.2 The Returning Officer shall be responsible for all procedural matters concerned with the election of the President, Secretary, Two Assistant Secretaries, Treasurer and Two Assistant Treasurers A Meeting of the Board of Trustees shall be called immediately after the closing of the receipt of nominations for the scrutiny and preparation of the list of nominations for the ensuing year. The Returning Officer, will open the sealed envelopes in the presence of the Board of Trustees. The presence of the Returning Officer and/or the President and three other members of the Board of Trustees shall be considered sufficient for this purpose If a Returning Officer is unable to perform any of his/her functions, the President of the Board of Trustees shall deputise him/her. [AMENDED AGM 28 FEB 2004] 31. Amendments to the Constitution 31.1 No amendments or additions shall be made to the Constitution of the Society unless such alterations or additions are accepted by a resolution passed by three fourths (75%) of the membership present at an Annual General Meeting or Special General Meeting convened after giving not less than twenty-one (21) days notice. Such amendments shall take effect immediately unless otherwise specified The notice shall contain all the particulars of the proposed alterations and additions to the Constitution The amendments relating to the provisions of the Charitable Collections Act 1934 and Regulations there under shall become effective subject to the ratification of the Minister of the Crown administering the Act. 32. Common Seal 32.1 The Common Seal of the Society shall be kept in the custody of the Public Officer The Common Seal shall not be affixed to any instrument except by the authority of the Board of Trustees and the affixing of the Common Seal shall be attested by the Public Officer and another Trustee. 33. Accounts and Records 33.1 The Society will maintain a bank account called The Tamil Senior Citizens Benevolent Fund and any other appropriate account or accounts in any Bank and maintain appropriate accounting records The Bank account shall be jointly operated by the Treasurer and in his/her absence the Assistant Treasurer, and the Secretary of the Society. The President shall be the second signatory in the absence of the Secretary All cheques, drafts, bills of exchange promissory notes and other negotiable instruments shall be signed in terms of clause 33.2 above. 34. Interpretations and Decisions 34.1 Where only the masculine gender is mentioned, the feminine gender will also be applicable The interpretations of any part of this Constitution by the Board of Trustees and any decision taken by the Board of Trustees based on the Constitution shall be final. 35. Indemnity of the Board of Trustees Every member of the Board of Trustees of the Society shall be indemnified out of the assets of the Society, against any liability arising out of the lawful duties of their office, which is incurred by the member in defending any proceedings whether Civil or Criminal in which judgment is given in his/her favour or in which he/she is acquitted. Page 11 of 12

12 36. Misconduct If in the opinion of the Board, the conduct of a member is prejudicial to the interests and detrimental to the good name of the Society, the Board shall bring it to the notice of the membership. The member will be afforded an opportunity to explain his/her conduct either verbally or in writing and the membership shall take suitable action as it deems fit. 37. Winding up of the Society 37.1 The Society can only be wound up by three-fourths of the membership deciding to do so at a Special General Meeting so convened for this purpose In the event of the winding up of the Society, any surplus assets, after meeting all known liabilities, shall be handed over to either the Association or any other organization exempt under section 23 of the Income Tax Assessment Act, on a simple majority of the members present at a Special General Meeting so convened or at a subsequent General Meeting. Updated to 02 April 2015 Page 12 of 12