CONSTITUTION OF THE PHILATELIC FEDERATION OF SOUTH AFRICA

PHILATELIC FEDERATION OF SOUTH AFRICA

C O N S T I T U T I O N

ARTICLE 1 – NAME

The name of the association shall be “The Philatelic Federation of South Africa”, hereinafter referred to as “the Federation”.

ARTICLE 2 – OBJECTIVES

The objectives of the Federation shall be:

2.1           to promote the hobby of philately and the study of all its facets;

2.2           to promote the philatelic interests of its membership;

2.3           to act as the organised body representative of its members.

ARTICLE 3 – POWERS

To further its objectives the Federation shall:

3.1           take steps to foster the hobby;

3.2           determine dues and levies, receive monies and use funds for its activities and administration;

3.3           hold meetings and congresses and sanction philatelic exhibitions;

3.4           keep a Roll of Honour of Distinguished Philatelists;

3.5           determine by-laws, rules and procedures for its functioning;

3.6           liaise with and, if appropriate, enter into agreements with kindred organisations.

ARTICLE 4 – TERMINOLOGY

4.1          Words in the masculine include the feminine.

4.2          The term ‘society’ shall include philatelic associations, clubs, study circles, research groups and friends where members are formally organised by means of a constitution.   The term applies equally to societies having a general or specialist collecting interest.

4.3          The term ‘office bearers’ shall mean persons elected to office at Congress (Article 13.1); ‘officers’ shall mean all appointed functionaries.

ARTICLE 5 – MEMBERSHIP

5.1           Society Membership, also known as affiliation, shall be open to all societies and organisations concerned with philately in the following categories:

5.1.1       local societies (headquartered in South Africa);

5.1.2       junior societies, being societies within South Africa catering for people deemed by the Youth Committee to be under 21 (twenty-one) years of age;

5.1.3       external societies (not headquartered in South Africa);

5.1.4       the Postal Administration of South Africa;

5.1.5       The South African Philatelic Dealers’ Association (SAPDA).

5.2           Applications for society membership shall be dealt with by the Management Committee in terms of its requirements as defined in the by-laws.   The Management Committee shall have the right to refuse an application or to terminate membership.

5.3           Annual affiliation fees payable to the Federation, as approved by Congress, can comprise a fixed amount per Society or Organisation, plus an amount for each member of the affiliated Society or Organisation (capitation fee); where members of an affiliated Society or Organisation are also members of another affiliated Society or Organisation then Multiple Membership provisions in the By-laws will apply.

5.4           Any member society not in good financial standing with the Federation at the end of the first quarter of the Federation’s financial year may, at the discretion of the Management Committee, forfeit its membership.   At Congress the case for termination should be made by the Management Committee and confirmed by Congress in the form of a vote,

5.5           A member society, the membership of which has been discontinued in terms of Article 5.4, may re-apply in terms of Article 5.2.

5.6           A member society may resign its membership of Federation but all amounts due to the Federation at the date of resignation shall remain due and payable to the Federation.

5.7           Any proposal that a member society’s membership of Federation be terminated shall be handled by the Management Committee in terms of the By-laws.

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ARTICLE 6 – ANNUAL GENERAL MEETING

6.1           The Federation shall hold an Annual General Meeting of members, hereinafter called Congress.

6.2           Congress shall be the representative body of the members of Federation, the highest decision-making body in Federation and may direct policy.

6.3           Not less than 3 (three) months’ written notice of the date and venue of Congress shall be given and a detailed Congress agenda, including Motions and Committee reports, shall be despatched to those entitled to attend not less than 30 (thirty) days before Congress.

6.4           Motions to be debated at Congress shall be received by the Secretary of Federation not less than 2 (two) months prior to Congress in order to allow such motions to be circulated to member societies before Congress.   Motions submitted less than 2 (two) months before the date of Congress or motions already debated at the preceding Congress shall be admitted at the discretion of the Congress chairman whose decision on their admissibility shall be final.   Motions proposing amendments to the Constitution submitted less than 2 (two) months prior to the date of Congress shall not be allowed.

6.5           Motions to Congress shall be proposed in the name of the Management Committee or in the name of an affiliated Society or Organisation.

6.6          The following shall be entitled to attend, speak and vote at Congress:

6.6.1       local societies (membership category 5.1.1) each to be represented by one delegate for every 25 (twenty-five) Home members or part thereof, with a minimum of 1 (one) and a maximum of 4 (four) delegates per society;

6.6.2       junior societies (membership category 5.1.2) each to be represented by one delegate;

6.6.3       external societies (membership category 5.1.3) each to be represented by one delegate;

6.6.4       the representative of the South African Postal Administration (membership category 5.1.4);

6.6.5       the South African Philatelic Dealers’ Association (membership category 5.1.5) represented by one delegate per 25 (twenty-five) Home members or part thereof, with a minimum of 1 (one) delegate and a maximum of 2 (two) delegates;

6.6.6       the office bearers and officers of the Federation in terms of Articles 13.1 and 13.4;

6.6.7       Honorary Life members of the Federation;

6.6.8       Regional Vice-Presidents of the Federation;

6.6.9       the chairmen or, in their absence, the vice-chairmen, of portfolio functionaries;

6.6.10     an individual shall act as a delegate for one society only and shall be a member in good standing of that society, or an accredited official of the junior society he is representing.

6.7          The Chairman of Congress may permit other persons to attend and speak at Congress but such persons shall not

have voting rights.

6.8          All portfolio functionaries shall present reports to Congress.

6.9          Congress shall:

6.9.1       receive and consider audited financial statement for the previous financial year, scrutinise interim statements, approve affiliation fees to be levied for the coming year and confirm the appointment of an auditor;

6.9.2       discuss and resolve any relevant matter brought before it;

6.9.3       vote on and make the Federation’s premier awards;

6.9.4       elect office bearers (Article 13.1);

6.9.5       note any by-laws or changes thereto (Article 21.1).

6.10        The Congress Chairman (normally the President of the Federation) shall determine the procedure at Congress and may amend the sequence of the agenda.

ARTICLE 7 – MANAGEMENT COMMITTEE

7.1           The management and administration of the Federation shall be vested in the Management Committee which shall conduct the affairs of the Federation, propose fees, confirm expenditure and deal with matters other than those reserved for Congress (Article 6.8).

7.2           The Management Committee shall consist of:

7.2.1       the Federation’s office bearers and officers as set out in Articles 13.1, 13.2,  13.4 and 13.7;

7.2.2       the chairman of each portfolio function;

7.2.3       the South African Post Office representative (membership category 5.1.4);

7.2.4       the South African Philatelic Dealers’ Association representative (membership category 5.1.5).

7.3           The Management Committee shall meet at least 2 (two) times per year with at least 21 (twenty-one) days’ written notice given of a meeting.

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7.4          The Chairman of the Management Committee may, with at least 10 (ten) days’ notice, call a participatory conference held via electronic communication.

7.5           The Management Committee shall appoint the Federation’s representative(s) to the Council of the Philatelic Foundation of South Africa.

7.6           The Management Committee shall have an Executive consisting of its Chairman,  the President or the Deputy President, Secretary and Treasurer of the Federation and any other member(s) of the Management Committee who may be requested by the Chairman of the Management Committee to participate in dealing with a matter requiring the attention of the Executive.

7.6.1       The Chairman of the Management Committee shall chair the Executive and may designate a representative from the Management Committee to officiate on his behalf.

7.6.2       The Executive shall report to the members of the Management Committee on its deliberations and decisions at the next Management meeting.

ARTICLE 8 – PORTFOLIO FUNCTIONARIES

8.1           The Management Committee shall appoint functionaries to manage operational portfolios required to forward the Federation’s objectives.

8.2           Functionaries may form sub-committees to assist with the required operational activities and functionaries shall advise the Management Committee of such sub-committees.

8.3           The Management Committee may relieve any functionary of his portfolio obligations.

8.4           Portfolio functionaries shall be members of the Management Committee and the Congress and may not represent societies except as determined in Article 12.3.

ARTICLE 9 – OTHER COMMITTEES

9.1          The Management Committee may appoint sub-portfolio functionaries or ad hoc functionaries to handle defined tasks; such functionaries shall be disbanded when that task has been completed.

9.2          Regional vice-presidents may establish regional committees to deal with regional matters.

ARTICLE 10 – MEETING AND COMMITTEE PROCEDURE

10.1         The President shall chair meetings of Congress and any Special General Meetings (Article 14).   In his absence such meetings shall be chaired by the Deputy President.

10.2         The Management Committee and other committees shall elect their own chairman, vice-chairman and officers as required; for portfolio functionaries the appointment of chairman shall be made by the Management Committee.   These committees may co-opt members.

10.3         The officers of the Management Committee shall be elected or confirmed at its meeting immediately preceding Congress in order that Congress can be advised of the incoming committee.   The new committee shall be effective at the conclusion of Congress.

10.4         In the absence of the designated chairman and deputy chairman, any meeting may appoint its own chairman from those present.

ARTICLE 11 – QUORUMS

11.1         At Congress or a Special General Meeting, attendance by representatives of 30% (thirty per cent) of member Societies and Organisation shall constitute a quorum.

11.2         At a meeting of the Management Committee, attendance by 30% (thirty per cent) of its membersshall constitute a quorum.

11.3         The Executive (Article 7.5) requires a quorum of three for any decision.

11.4         If at any meeting convened in terms of this Constitution a quorum including valid proxies is not present within half an hour of the scheduled time, the chairman shall adjourn for an additional half an hour and the attendees then present shall constitute a quorum.   Any decisions taken at Management meetings conducted under these circumstances shall be confirmed at the next Management meeting.

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ARTICLE 12 – PROXIES

12.1         Delegates to Congress and to a Special General Meeting (Article 14) may exercise voting by authorised proxy on behalf of any society delegate who is not present.   Proxy authorisations must be lodged in writing with the Secretary prior to the meeting.

12.2         At Congress or a Special General Meeting a delegate shall hold the written proxies for only one other society in addition to his own vote and the written proxies of his own society.

12.3         At Congress or a Special General Meeting, office bearers and officers of the Federation may each exercise proxies on behalf of no more than 2 (two) other office bearers or officers and, in addition, may hold proxies for not more than 2 (two) societies.  The same applies to chairmen of standing committees.

12.4         Those entitled to but unable to attend the Management Committee meeting shall be allowed to lodge a proxy in writingwith the Secretary, to be declared at the commencement of the meeting.

ARTICLE 13 – OFFICE BEARERS AND OFFICERS

13.1         Congress shall elect the following honorary office bearers of Federation:  the President and the Deputy President.

These office bearers shall hold office until the end of the next Congress and shall be eligible for re-election for one further consecutive term, i.e. a maximum of 2 (two) consecutive years.

13.2         Congress shall confirm the election of the vice-presidents nominated by each region.  The primary role of these office bearers shall be to liaise between the member societies and the Management Committee.   The Vice-Presidents shall be eligible for re-election each year up to a maximum of 4 (four) consecutive years.

13.3         Should any office become vacant prior to the next Congress, the Management Committee has the power to fill the vacancy.

13.4         The Management Committee shall appoint the necessary officers for the Federation and shall report to Congress on such appointments (Article 10.3).

13.5         The Management Committee is empowered to terminate the appointment of any officer of the Federation.

13.6         An office bearer or officer of the Federation may not act as a representative of a society except as determined in Article 12.3.

13.7         Congress may elect persons to the positions of Honorary Life President and Honorary Life Vice-President.   The procedure for such elections and the privileges of such offices shall be as defined in the by-laws.

13.8         All Office Bearers, Officers and Portfolio Functionaries shall accept without reservation that their appointment or election requires them to uphold the Constitution and By-laws of the Federation at all times.

ARTICLE 14 – SPECIAL GENERAL MEETINGS

14.1        A Special General Meeting of the Federation shall be convened by the President of Federation, acting through the Secretary, upon receipt of a written request by not less than 10 (ten) membersocieties or by the Management Committeestating the business to be transacted.

14.2         Notice of a Special General Meeting shall be given to all societies not less than 21 (twenty-one) days prior to the date of the meeting.

14.3         The notice shall specify the special business of the meeting and no other business shall be transacted.

14.4         Entitlement to attend the Special General Meeting and vote shall be the same as for Congress (Article 6.5).

ARTICLE 15 – FINANCE

15.1         The financial year of the Federation shall be from 1 January to 31 December.

15.2         Control of all funds of the Federation and its committees shall vest in the Management Committee.

15.3         Committees of the Federation shall account to the Treasurer on their financial activities.   Committees shall transfer funds surplus to their requirements to the Treasurer for deposit to the credit of the Federation.

15.4         Financial activities of committees shall be reflected in the Federation’s overall annual statements.

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15.5         The Management Committee shall determine and deal with the arrangements for the Federation’s income and expenditure, budgeting and accounting, and shall review and approve interim and year-end statements.

15.6         Any contract, lease and other documents having a financial consequence for Federation shall be signed by both the Chairman of the Management Committee and the Federation’s Honorary Treasurer after obtaining written authorisation therefor from the Management Committee or from the Executive Committee subject to the delegation of authorised limits contained in the By-laws. Only the Management Committee can authorise exceptions to this rule.

ARTICLE 16 – EXHIBITIONS

16.1         Any International, National, Special National or Junior philatelic exhibition organised by a member society or societies shall require the prior approval of the Federation through the Management Committee.

16.1.1     Any member Society or Societies or Organisations may host a Regional or Mini philatelic exhibition without the Federation’s approval.

16.2         The organisers of any philatelic exhibition held under the auspices of the Federation shall be required to comply with its by-laws.

ARTICLE 17 – ROLL OF HONOUR

17.1         The Federation shall keep a Roll of Honour of Distinguished Philatelists of Southern Africa.

17.2         To qualify for election to the Roll a person shall have achieved distinction through philatelic research or philatelic writings and publications and/or by his service to the Federation and/or have made an outstanding contribution to philately and/or philatelic societies.

17.3         The procedure for election by Congress to become a signatory to the Roll shall be as determined in the by-laws.

ARTICLE 18 – THE SKINNER CUP

18.1         Congress may award the Skinner Cup (Southern Challenge Cup) to a person who shall be considered to have done outstanding meritorious work for philately in South Africa, being in respect of work on a wider than regional level.

18.2         The Cup shall be awarded to any person only once.

18.3         The procedure for deciding on the award of the Cup shall be as determined in the By-laws.

ARTICLE 19 – AWARDS

19.1         The Federation may make special or regular awards as determined in the By-laws.

19.2         The Federation shall act as custodian for awards donated and intended for presentation at National and International Exhibitions.

ARTICLE 20 – GENERAL

20.1         The headquarters of the Federation shall be as determined by its Management Committee from time to time.

20.2         The periodical The South African Philatelist shall be the official journal of the Federation and shall be supplied to every Home member of an affiliated society, as outlined in the By-laws.   At least one copy of the journal shall be made available to every home member and to each organisation as listed under Membership Categories in Articles 5.1.1, 5.1.3, 5.1.4 and 5.1.5.

20.3         No society or society member, office bearer or officer shall have any rights to any of the assets of the Federation.   All such assets shall vest in the Federation as an entity separate from its constituent bodies and all such assets shall be used solely in furthering the objectives of the Federation.

20.4         The liability of member societies shall be limited to the amount of any unpaid membership fees or other debts due to the Federation.

20.5         The Federation shall have the power to sue, and may be sued, in its own name.

20.6         The Federation’s office bearers, officers and committee members shall not be liable personally for any loss or damage arising out of the execution of the duties of their office.   The Federation shall out of its assets indemnify such a person against any loss, which he may incur in good faith in the discharge of his duties.

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20.7         The Federation shall be deemed to have perpetual succession.

20.8         If Congress decides to wind up the Federation, the Federation’s assets shall accrue to the Philatelic Foundation of South Africa.

20.9         No member of the Management or associated committees shall have a financial interest in any activity organised or supported by Federation unless such interest has been disclosed and Management Committee exemption has been granted.

20.10      No member of the Management or associated committees shall be an office bearer of a philatelic society that is not affiliated to Federation unless such a situation has been disclosed.

ARTICLE 21 – BY-LAWS

21.1         The Management Committee shall determine by-laws for the functioning of the Federation, which shall become effective four (4) weeks after notification to member societies.

21.2         Should any by-laws, rules or procedures be in conflict with the Constitution, the latter shall prevail.

ARTICLE 22 – AMENDMENTS TO THE CONSTITUTION

This Constitution shall be amended only by a two-third’s vote in favour thereof at Congress.

ARTICLE 23 – INTERPRETATION

23.1         If any dispute arises as to the meaning of any part of this Constitution, the decision by the Management Committee as to such meaning shall be final.

23.2         In the event of any discrepancy in the text arising from translation, the English text shall prevail if the Constitution is to be in more than one language.

ARTICLE 24 – DISPUTE RESOLUTION

24.1        In the event of deadlock arising in a dispute between the Management Committee and any of the member Societies or between two or more of the member Societies themselves, the parties must appoint an adjudicator from within the Federation.   If they fail to reach agreement on an adjudicator, the immediate Past-President of the Federation, or in the event of the Past-President being unavailable, the President of Federation shall appoint an adjudicator.

24.2        The decision of the Adjudicator shall be final and binding on all parties in the dispute.

2008 October Constitution: many changes agreed at Congress 08; re-formatted.

2009: numbering corrected

2015 Changes agreed at Congress 2015 including replacement of Standing Committees with Portfolio Functionaries; re-formatted.