SANTEC - Educational Technology for Development
SANTEC Constitution
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CONSTITUTION OF

SANTEC

THE SOUTHERN AFRICAN NETWORK FOR EDUCATIONAL TECHNOLOGY AND eLEARNING

 

Ratified by the Management Board at the

inaugural meeting 3-5 June 2003

 

To be confirmed at the first SANTEC Annual General Meeting.

 

 When spider webs unite, they can tie up a lion

Ethiopian Proverb


Name

The name of the network is SANTEC.

Title

The title of the network is the Southern African Network for Educational Technology and eLearning.

Legal status

 The SANTEC shall have perpetual succession unaffected by change in its membership, and shall be capable of owning property and incurring liabilities in its own name apart from its members, and of suing and being sued in a Court of Law.

 

SANTEC shall, in relation to its property and affairs for the purpose of carrying out its objectives or performing any acts incidental thereto, have all the right, powers and privileges which it would have possessed had it been a private individual of full legal capacity, except as limited by law.

Purpose

 

SANTEC exists to provide an enabling network of educational technology practitioners in order to facilitate and support collaborative ventures, and effect synergies amongst members.

 

SANTEC will draw together individuals, institutions of higher education, relevant industrial organisations and other relevant institutions in Southern Africa as a learning community in an ultimately financially sustainable programme of research, training and professional services in Educational Technology and eLearning thereby creating regional connections and effecting synergies among members.

Values

SANTEC adheres to the following values:

Partnership

Effect synergies wherever possible

Collegiality    

Share with and support each other

Professionalism   

Apply the highest standards of excellence

Performance Oriented   

Get things done in a timely fashion

Accountability    

Responsible for process and outcome

Honesty

True to what has been said or done

Transparency

Openness and clarity

Innovative

Create new possibilities

Equity

Equitable treatment of all

Objectives

 

(a)   To create, support and enable a learning community of educational technology practitioners in Southern Africa.

 

Strategies to achieve this objective include:

 

         Meetings, workshops, conferences, an email discussion list, an online bulletin board and an annual conference;

         Information exchanges on regional and international issues, findings and developments in Educational Technology and eLearning;

         Relevant fora conducted within an educational framework –such as a pertinent annual conference with different strands and levels for conceptual discourse, pragmatic sharing of best practices and hands-on workshops.

 

 (b)  To encourage and empower research in Educational Technology and eLearning in developing environments especially in Southern Africa towards societal development in particular through education and training.

 

Strategies to achieve this objective include:

 

         The promotion of collaborative research projects and the development of research teams;

         The creation of a relevant respected and peer-reviewed Journal for publication of research results.

 

(c)   To design, deliver and facilitate through consortia, training courses on Educational Technology and eLearning in Southern Africa. These courses will be easily adaptable to different environments. 

 

Strategies to achieve this objective include:

 

         The design of demand oriented training programmes and courses, such as a Post Graduate Diploma in Educational Technology and eLearning;

         The development of training material;

         Ensuring the delivery and dissemination of the programmes and material designed and produced through the implementation of appropriate arrangements (such as running training courses, franchising training material, contracting with training organisations).

 

(d)   To provide a vehicle for joint education and training programmes among institutions of higher education in the region.

 

Strategies to achieve this objective include:

                     

       Sharing expertise in the development of online courses;

       Becoming an exemplar in the joint offering of academic and training programmes;

       Liasing with institutions participating in the programmes.

 

(e)   To provide professional services regarding Educational Technology and eLearning. 

 

This objective will be achieved through:

                     

       Listing professional services in the communication media of SANTEC; 

       Providing professional services following the same procedures as for a research project. 

(f)     To share resources in creative ways and to campaign for the cost-effective acquisition of resources, including sourcing research funding.

 

Strategies to achieve this objective include:

 

       SANTEC being established through quality output as a recognised and trusted funding intermediate;

       Development of a database on SADC experts in the field that will include particular competencies and skills;

       Development of a knowledge warehouse;

         Encouraging inter-institutional agreements on resource-sharing;

         Collaborative lobbying.

(g)    To promote the field of Educational Technology including eLearning.

 

Strategies to achieve this objective include:

 

       Development of relevant academic programmes in the region;

       Holding a regular conference of high academic standing;

       Support the development of high quality publications in these fields.

(h)    To contribute to the quality of online courses and educational technology and eLearning practices.

This objective could in future lead to certification of online courses by SANTEC.

 

Strategies to achieve this objective include:

 

         The creation of guidelines and standards for contextualised online course design, development and implementation of online delivery;

         The evaluation of online courses and practices on request.

         Recognition of excellent quality through measures like prizes, awards, and competitions.

Powers

In view of the foregoing objectives and for the better attainment thereof, the powers of SANTEC shall be:

 

(a)   to represent the views of Members to, and to cooperate with, any government, local authority, institution, association on any matters directly or indirectly affecting the objectives of SANTEC.

 

(b)   to collect, disseminate, or make available information on any matter connected with or affecting the objectives of SANTEC.

 

 (c)  to print, publish or support any magazine, periodical, journal, brochure, or publication as may seem consistent with the objectives of SANTEC.

 

 (d)  to encourage and promote membership of SANTEC and any affiliated organisations thereof.

 

 (e)  to communicate, exchange information or become associated with any organisation in any country, the aims of which are consistent with the objectives of SANTEC.

 

 (f)   to acquire by purchase, lease, donation, bequest or any other mode of acquisition, any movable or immovable property.

 

 (g)  to sell, donate, mortgage, exchange, partition, lease or dispose of by any mode of alienation, any of the movable or immovable property of SANTEC.

 

 (h)  to accept gifts whether subject to any special conditions or otherwise which may be determined directly or indirectly to benefit or enhance the stated objectives of SANTEC, and to administer trusts and other funds provided that the conditions pertaining to such gifts or trusts are not in conflict with SANTEC’s objectives.

 

 (i)   to open and to operate a banking account or accounts.

 

 (j)   to borrow or raise money whether secured or unsecured either with bankers, members or other persons and, if necessary, give security therefore in any form whatsoever and in respect of the whole or any portion of the assets of SANTEC.

 

(k)   to insure the assets of SANTEC and any other assets for which, for the time being, it may be responsible.

 

 (l)   to lend or invest the funds of SANTEC upon such terms or conditions as may from time to time be determined, subject to the condition that any income derived from such investment shall be applied in promoting the objectives of SANTEC.

 

 (m) to establish, maintain and contribute to any pensions, medical aid, provident or other fund or scheme or to make such other provisions for the benefit of SANTEC’s employees or their dependants as SANTEC shall from time to time determine.

 

 (n)  to make, and from time to time to alter or vary, the rules regulating the affairs of SANTEC.

 

 (o)  to do all such lawful things as are incidental or conducive to the attainment of the objectives of SANTEC or as may appear to be in the interests of Members.

Application of income and property

The income and property of SANTEC when so ever derived shall be applied solely for the promotion of the objectives of SANTEC as set forth herein before, and a portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of SANTEC; provided that nothing herein contained shall prevent the payment in good faith of salary or remuneration for services actually rendered by any officer or servant or employee of SANTEC, or by any person whose services the SANTEC may make available or who may be retained to assist SANTEC in any capacity whatsoever.

Keeping of accounts and audit

True accounts shall be kept of all monies and assets received and expended by SANTEC and the manner in respect of which such receipts and expenditures takes place, and of the property, credits and liabilities of SANTEC. 

 

At least once in every calendar year, a balance sheet and a statement of income and expenditure shall be prepared which shall be audited by an auditor or auditors, qualified in terms of the Accountant’s Act of the country hosting the secretariat. The accounts of SANTEC shall be audited at the same time as those of the secretariat.

Winding up

The decision to wind up or dissolve SANTEC shall be made only by a resolution to that effect passed by a two-thirds majority of those personally present and entitled to vote at a General Meeting of SANTEC convened specifically for that purpose of which not less than thirty day’s notice shall have been given in accordance with the provisions of this constitution, setting out the terms of the proposed resolution and the reasons therefore.

 

In the event of SANTEC being wound up for any reason, then, and in such event, SANTEC shall, if necessary, sell sufficient movable or immovable property to pay any unpaid liabilities of SANTEC and any movable or immovable property remaining shall be transferred to institutions of higher education nominated by the members at the General Meeting for use in perpetuity at the discretion of the Councils of such institutions of higher education.

Membership

There shall be four types of membership: Ordinary, Organisational, Student members and External membership for members residing outside the region.  Organisational members will nominate an individual to represent them, who in turn can delegate other members to represent the Organisational member.

Liability of members

In the event of SANTEC being wound up or dissolved, there shall be no liability to the Members.

Obligation of members

a)         Each member, by virtue of the person’s membership, shall be deemed to have agreed to abide by the provisions of this Constitution and Rules. 

 

b)              Each member shall pay a joining fee on first joining SANTEC of such amounts as SANTEC may in a General Meeting decide from time to time and thereafter, by virtue of the person’s subsequent membership, shall be deemed to have agreed to pay such amount each year during the person’s membership as SANTEC in a General Meeting may from time to time decide, which amount shall be due and payable on the 1st of January of each year of the person’s membership.

 

c)              The Management Board may waive joining fees or annual fees in lieu of significant services rendered to SANTEC on a continual or one-time basis. These waivers will be reflected in the accounts of SANTEC and will be reported at the following Annual General Meeting.

 

d)         An application for membership of SANTEC shall be made on such form, if any, from time to time provided for the purpose by SANTEC and failing provisions of such form, may be in any other written form.

 

e)         Each Applicant may be required to sign and complete such application form correctly and in full and, in addition, upon request to supply such further information as SANTEC may reasonably require to decide upon the question of whether to admit such applicant as a member of SANTEC.

 

f)          Membership is restricted to those applicants who, in the opinion of the Management Board, have the experience and capacity to contribute significantly to the achievement of the objectives of SANTEC and who reside in the SADC region.

 

g)         External Membership is granted to members external to the region. External membership is limited in that such members may not lead SANTEC projects.

 

h)         Subject to the observance of the procedure hereinafter prescribed, and provided that SANTEC shall neither be obliged to admit into membership any applicant and nor give any reasons for such refusal, an applicant shall be admitted as a member immediately upon approval by SANTEC of the applicant’s application.

Resignation of members

All resignations from membership of SANTEC shall be made in writing and shall be lodged with SANTEC prior to the 31st December in any year failing which membership fees shall be payable for the ensuing financial year.  A member who resigns shall be entitled to the privileges of membership up to the end of the period covered by the person’s membership.

Termination of membership

Any member who is more than six months in arrears with their subscription shall be deemed to have resigned provided that the effect of the provisions of this rule may be waived at the discretion of the Management Board.

 

The Management Board can terminate the membership of any member who behaves in a way that contravenes the values of SANTEC or obstructs or impedes the execution of SANTEC’s purpose and objectives. In such cases, the current year’s membership fees will be re-paid to such a person or organisation.

 

Misappropriation of funds shall lead to instant expulsion from SANTEC and court action may be instituted. For cases involving courts of law, the law to apply shall be that of the country where SANTEC has been registered.

Office Bearers

a)              The office of SANTEC shall be The Chairperson, The Vice-Chairperson, and immediate past Chairperson, and seven Committee Members.  The Office Bearers shall constitute the Management Board of SANTEC.

 

b)              The Management Board and the Secretariat shall come from the SADC region.

 

c)              Office Bearers will be selected from institutions of higher learning and research organisations. Office bearers will not represent private firms such as technology providers.

 

d)        There can only be a maximum of four Office Bearers from each country at any one time.

 

e)         The Chairperson of SANTEC shall be a person from a country other than the one hosting the Secretariat.

 

f)         The Office Bearers shall be elected for a two-year term of office by the Annual General Meeting and shall be eligible for re-election at subsequent Annual General Meetings. The Office Bearers can serve only for two consecutive terms.

 

At start-up, the inaugural meeting of the Management Board will appoint the Office Bearers.

 

g)        Election of Office Bearers shall be staggered such that one third are subject to election each year, provided that the members shall have the power at an Annual General Meeting to elect an Office Bearer to fill any additional vacancy created during the course of the year.

 

At start-up, the inaugural meeting of the Management Board will identify members who will be subject to election after one year.

 

h)        The Office Bearer’s terms of office shall be deemed to expire at the conclusion of the second Annual General Meeting following that which elected them.

 

i)          The Executive Officer shall be an ex officio member of the Management Board and shall act as the Secretariat to the Management Board.

 

j)         The Management Board may co-opt members for special assignments. Co-opted members will need to be confirmed as Management Board members at the following Annual General Meeting or cease their work in this capacity.

k)       Management Board members can lose their position on the Board by a decision of the Board, if deemed not to have contributed significantly for any period to the work of the Board.

Secretariat

There shall be a Secretariat for SANTEC whose location shall be determined at an Annual General Meeting.

 

The Secretariat shall run the day-to-day affairs of SANTEC.

 

Additional staff may support the Executive Officer.

 

The Management Board will appoint the Executive Officer as well as any additional staff in the Secretariat.

 

Absence

The Vice-Chairperson, or in the Vice-Chairperson’s absence, the immediate past Chairperson, shall be empowered to act on behalf of the Chairperson in the Chairperson’s absence.

Sub-Committees

There shall be standing sub-committees of the Management Board including:

                     Technical Sub-committee - which shall be responsible for project reviews and,

                     Quality Assurance Sub-Committee - which shall be responsible for ensuring quality in products and services offered by SANTEC

 

At least one member of the Management Board shall be a member of the standing sub-committees.

 

Proper Minutes will be kept of all meetings and lodged with the Secretariat, while normal meeting procedures will apply.

 

Committee membership

Notwithstanding anything herein contained or implied to the contrary, the Chairperson shall be a member of every committee or sub-committee of SANTEC and shall, upon attendance at any meeting thereof, be entitled to exercise the same voting rights as any other member. The Chairperson can delegate other members of the Management Board to represent the Chairperson on committees or sub-committees.

Vacancies

In the event of a vacancy occurring during any year in the office of any Office Bearer, the Management Board shall be empowered at its discretion to fill any such vacancy so occurring provided that the person is eligible for election to such office.

 




 

Advisory Board

Management Board

Secretariat

Project Coordinators

Ordinary Members

 


 


Management Board

 

a) Authority

 

Subject to the powers and functions herein specifically reserved to members in General Meeting, the authority for the management and conduct of the affairs of SANTEC shall be vested in the Management Board, which shall manage and conduct the affairs of SANTEC in furtherance of its stated objectives and, in so doing, may perform any act on behalf of SANTEC.

 

b) Powers:

 

In accordance with the authority conferred upon the Management Board by this Constitution and without in any way derogating from the generality of the powers it derives there from, the Management Board shall be responsible for the administration and management of SANTEC affairs. The Management Board may contract a national institute to run the day-to-day affairs of SANTEC.

 

c) Functions

 

The functions of the SANTEC Management Board shall include:

                Visioning

                Setting the annual research priorities to be confirmed at the Annual General Meeting

                Formulating the SANTEC Rules for projects

                Strategic Decision making

                Promotion and marketing

                Networking with related regional and international networks and organisations

                Coordination

                Policy making

                Quality Control

                Project approval and supervision

                Fund allocation

                Screening of membership.

 

d) Chairperson

 

The Chairperson or, in the Chairperson’s absence, the Vice-Chairperson, or, in the Vice-Chairperson’s absence, the immediate past Chairperson, shall preside at any meeting of the Management Board.  In the absence of all three of the aforementioned office bearers the meeting shall elect a Chairperson, from amongst the committee members present, who shall preside at the meeting.

 

e) Meetings

 

The Management Board shall meet at least four times a year and may in addition, meet whenever it may be deemed necessary on such date, and at such time and place as the Chairperson may, upon consultation, convene meetings of the Management Board upon notice and by such means as he/she may deem fit. The frequency of the face-to-face meetings will be subject to availability of funds.

 

Proper Minutes will be kept of all meetings and lodged with the Secretariat and normal meeting procedures will apply.

 

f)    Quorum

 

The majority of the members comprising the Management Board shall constitute a quorum; provided that if within half an hour from the time appointed for the meeting a quorum is not present, the members present, if more than a third of the Management Board, shall constitute a quorum.

 

g)   Voting

 

The Management Board shall aim for consensus in all matters. If a consensus cannot be reached, the Chair will call for a vote, if the Chair deems it necessary.

 

A vote of the Management Board shall be taken on a show of hands, or, at the discretion of the Chairperson, by ballot, provided that:

 

(i)        each member personally present shall be entitled to one vote only; provided that the Chairperson shall have, in addition to the Chairperson’s deliberative vote, a casting vote in cases of equality of voting;

(ii)       any resolutions put to the vote shall, by a majority of the votes taken, be deemed to have been passed or otherwise;

(iii)       a member may vote on behalf of another member provided they have a written authority from the absent member to do so.  This vote can only be on matter that appears on the circulated agenda of the meeting.

 

 h) Vacancies

 

The Management Board may, at its discretion and consistent      with the Constitution, fill any vacancy which may occur during the year amongst its members.

 

The members at the next Annual General Meeting will ratify any such filled positions.

Dissolution of the Management Board

The entire Management Board or a member of the Management Board can be dissolved by a two-thirds majority vote of no confidence at an annual general meeting or an emergency meeting where all members of SANTEC are invited or by votes cast by verifiable electronic means of members who cannot attend the meeting in person. Each member will be entitled to one vote only.

Advisory Board

There shall be an Advisory Board, which shall be ratified by the Annual General Meeting on the recommendations of the Management Board.

 

On start-up, the Management Board will select the members of the Advisory Board.

 

The Advisory Board shall comprise of nine members of which five shall come from the SADC region, and will include the pen-ultimate Chairperson if available for appointment. Some of the other four members could be representatives of collaborating organisations like donors.

 

The Advisory Board may co-opt members for special assignments. Co-opted members will need to be confirmed as Advisory Board members at the following Annual General Meeting or cease their work in this capacity.

 

Members of the Advisory Board Office bearers will not represent private firms such as technology providers.

 

a) Functions of the Advisory Board

 

The Advisory Board shall have the following functions:

       Promote SANTEC

       Advise on international trends, linkages and sources of funding

       Recommend annual research priorities to the Management Board for confirmation at the Annual General Meeting.

       Provide feedback to the Management Board and the Annual General Meeting on SANTEC’s adherence to its stated values.

 

The Advisory Board shall meet at least twice a year. The meeting can be either face-to-face or be held by using appropriate technologies. The frequency of the face-to-face meetings will be subject to availability of funds.

 

The meeting shall elect a Chairperson from amongst the committee members present, who shall preside at the meeting.

 

The Advisory Board Members shall be elected for a one-year term of office and shall be eligible for re-appointment at subsequent Annual General Meetings.

 

The Advisory Board Members’ terms of office shall be deemed to expire at the conclusion of the first Annual General Meeting following that which ratified them.

 

Proper Minutes will be kept of all meetings and lodged with the Secretariat, while normal meeting procedures will apply.

 

b) Quorum

 

The majority of the members comprising the Advisory Board shall constitute a quorum; provided that if within half an hour from the time appointed for the meeting a quorum is not present, the members present shall constitute a quorum.

Project Coordinators

a)         Each Project shall have a Coordinator who shall be ratified by the Management Board.

           

b)        A Project Coordinator can be removed from office by the Management Board upon full consultation with the project membership and the secretariat in the event of a high potential for project failure.

 

c)         The Project Coordinator shall be given a chance to exonerate themselves in the event that there is need to relieve them of their duties.

 

d)        A Project Coordinator shall coordinate not more than two projects in any given period.

General meeting: Notice

Notice specifying the place, the day and the hour of every Annual Meeting or General Meeting and the general nature of the business to be transacted at that meeting shall be given in the manner hereinafter prescribed, or in such other manner as may be prescribed by the Management Board to those persons and members entitled to receive such notice.

 

Non-receipt of notice by any person or member shall not invalidate the proceedings of any meeting.  Notice may be given to any person or member either personally, by verifiable electronic means (such as facsimile or email) or by sending it through the post to him/her to the address supplied by him/her. 

 

Where a notice is sent by post, service of the notice shall be deemed to have been effected on the date of posting by properly addressing, pre-paying and posting a letter containing the notice.  Where the notice is sent by email, service of the notice shall be deemed to have been effected 48 hours after the mail was sent and in the absence of any return messages to the effect that problems were experienced.  Notice shall be exclusive of the day on which it is served or deemed to have been served and of the day for which it is given.

Annual General Meeting

In addition to the regulations hereinafter provided for the holding of and conduct thereof, and the procedure thereat, an Annual General Meeting shall:

 

a)         Be held once in every calendar year, but not more than three months after the end of the preceding financial year, on such a date and at such time and place as may be determined by the Management Board or be held by using appropriate technologies;

 

b)        Be convened by proper notice given to all members in accordance with this constitution at least thirty days prior to the holding of the Annual General Meeting;

 

c)         A copy of the Balance Sheet shall be posted to each member at least fourteen days prior to the holding of each Annual General Meeting.

 

d)        The Management Board in the interests of SANTEC shall have the power to invite any visitors, guests or other persons to attend the Annual General Meeting but the persons so invited may speak only at the invitation of the Chairperson. The reason for the invitation of any such person will be made public to the meeting at the beginning of any such meeting.

 

Proper Minutes will be kept of this meeting and lodged with the Secretariat, while normal meeting procedures will apply.

The business of an Annual General Meeting

The business of an Annual General Meeting includes:

 

a)         consideration of the Annual report;

 

b)        approval and adoption of the Income and Expenditure Account and the Balance Sheet of SANTEC for the preceding financial year;

 

c)         appointment of auditors for the ensuing year as provided for in this Constitution;

 

d)        election, in compliance with the terms of this Constitution, of the Office Bearers for the ensuing year;

 

e)              ratifying  the members of the Advisory Board on the recommendations of the Management Board;

 

f)               confirming the annual research priorities on the recommendations of the Management Board;

 

g)        consideration of such other business, relevant to the affairs of SANTEC of which due notice has been given.

Voting

Voting at Annual General Meetings or General Meetings shall be:

a)         in the case of the election of Office Bearers in terms of this Constitution, by ballot of the paid-up ordinary members present and entitled to vote or by email for paid-up members   not present in all other cases by a show of hands, or, at the discretion of the Chairperson, by ballot of the paid-up members present and entitled to vote.

b)        Only paid –up members shall have voting powers.

            

c)         Each member shall be entitled to one vote only except that the Chairperson shall have, in addition to the Chairperson’s deliberative vote, a casting vote in cases of equality of voting.

 

d)        Except as may be otherwise herein provided, any question put to the vote at a General Meeting shall be decided by a majority vote of those personally present and entitled to vote.

 

e)         Voting by post/ verifiable electronic means shall be permitted for some questions that are not put to vote at the annual general meeting. Each member will be entitled to one vote and each member will be requested to identify themselves for the purpose of postal /electronic votes.

Quorum

a)         A quorum shall be constituted by one fifth of the total membership of SANTEC who are entitled to vote at a General Meeting in terms of this Constitution and who are personally present at any such meeting.

 

b)         If, within half an hour from the time appointed for the meeting, a quorum is not present, the Members present shall constitute a quorum.

Chairperson

The Chairperson or, in the Chairperson’s absence, the Vice-Chairperson, or in the Vice-Chairperson’s absence, the immediate past Chairperson, shall preside at all General Meetings, provided that:

 

a)         in the absence of the Chairperson, the Vice-Chairperson, and the immediate past Chairperson, the meeting shall elect a member from its ranks to preside over the meeting.

 

b)        Notwithstanding anything herein contained to the contrary, only the person presiding over the meeting at the time shall be empowered to exercise a casting vote in the event of equality of voting.

Extra-Ordinary General Meeting

An Extra-Ordinary General Meeting shall be called at any time by either the Management Board or by Two-Thirds of the Ordinary Paid-Up Membership, subject to a minimum notice of thirty days given to all Members in accordance with this Constitution.

Other meetings

Notwithstanding anything herein contained or implied to the contrary, the Management Board may convene SANTEC meetings on such notice and for such purpose and upon such conditions as the Management Board may determine; provided that no business, which should properly be transacted at a General Meeting shall be otherwise transacted.

 

Proper Minutes will be kept of all meetings and lodged with the Secretariat, while normal meeting procedures will apply.

Finance

a)         The financial year of SANTEC shall end on the 31st December of each year.

 

b)        All moneys received by or on behalf of SANTEC shall be paid to the credit of SANTEC in one or other of its banking accounts.

Records

The Management Board shall ensure that adequate records of all proceedings of SANTEC are properly made and maintained and that all such records and other documents relating to the affairs of SANTEC are kept in safe custody.

Indemnity

a)         All acts done in the implementation of bona fide resolutions passed in accordance with the powers and authorities derived from this Constitution by the Management Board or other committee or sub-committee shall, notwithstanding that it be subsequently discovered that there was a defect in the appointment, election or co-option of any person serving thereon, be as valid as if the Management Board or other committee or sub-committee concerned had been properly appointed and each member thereof qualified and entitled to serve thereon.

 

b)        Each member of the Management Board or any committee or sub-committee and every officer or person employed for the time being of SANTEC acting in relation of any of the affairs of SANTEC, shall be and is hereby indemnified against all costs, losses and expenses, damage and the consequence of any action bona fide undertaken, which they may incur or become liable for in any way in execution of their office unless the same shall be incurred or occasioned by their own negligence, default or dishonesty.  No such member, officer or servant shall be answerable or liable for any act or default for any costs, losses, expenses or damages incurred as a result of such act or default except where the same has occurred as a result of their own negligence, default or dishonesty.

Amendment of Constitution

The provisions of this Constitution may be amended, substituted, varied or altered at a properly constituted meeting to which all members are invited by written notice or are in a position to vote electronically in a verifiable way provided that:

a)         The quorum for this purpose shall be one half of the full membership;

b)        The notice calling the meeting for this purpose, sent out on the instructions of the Management Board, shall clearly state that a purpose of the meeting is to amend, vary or alter the Constitution;

c)         That at least 14 days written notice has been given of the proposed amendment; and

d)        That two thirds of the votes cast must vote in favour of such amendments.

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