THE SOUTH AFRICAN INSTITUTE OF REFRIGERATION AND AIR CONDITIONING
- NAME AND DOMICILIUM
a) The name of the Institute shall be “The South African Institute of Refrigeration and Air Conditioning”.
b) The domicilium of the Institute shall be in the Republic of South Africa at one of the Centres of the Institute, to be determined by Council from time to time.
The operations of the Institute are to be conducted principally in the Republic of South Africa.
- OBJECTIVES AND ACTIVITIES OF THE INSTITUTE
a) The objectives and activities of the Institute shall be:
(i) To advance and protect the arts and sciences of refrigeration, air conditioning and the allied arts and sciences.
(ii) To encourage scientific research and the study of principles and methods in the fields of refrigeration, air conditioning and the allied arts and sciences.
(iii) To promote the unrestricted dissemination of knowledge and information amongst members by the holding of meetings, the publication of papers and other appropriate means.
(iv) To assist in education activities (not including the conduct of any school or institution of learning) and to encourage the adoption and maintenance of high standards of the instruction and technical and professional training in the fields of refrigeration, air conditioning, and the allied arts and sciences.
(v) To co-operate with Governmental agencies and with universities, colleges, schools and other organizations and groups having the same or similar objectives and purposes.
(vi) To procure and maintain the recognition of the professional status of air conditioning and refrigeration engineers.
(vii) To assist in the formation of regional centres and to regulate, operate and control these under the direction and at the pleasure of the Institute.
(viii) To do any and all things necessary or proper in connection with, or incidental to, any of the foregoing.
b) Substantially the whole of the activities of the Institute will be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual member or minority group.
- PROHIBITED OBJECTIVES OR ACTIVITIES
a) The Institute shall not be entitled to:
(i) Conduct any trading or activities of which the sole objective is to make a profit.
(ii) Participate, directly or indirectly as owner, shareholder, mem ber, trustee or manager, in any business, profession or occupation carried on by any of its
(iii) Distribute in specie (specifically) or in kind any of its assets to its members.
b) No Member will directly or indirectly have any personal or private interest in the Institute.
c) The Institute is not knowingly and will not knowingly become a party to , and does not knowingly and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement, or a transaction, operation or scheme.
- AMENDMENTS TO CONSTITUTION
a) Any part of the Constitution may be amended, cancelled or superseded, if agreed to by at least two-thirds of the registered Corporate members who have exercised their right of voting by ballot, which ballot may be conducted by e-mail, mail or fax.
b) A copy of any amendment to the Constitution will be submitted to the Commissioner of The South African Revenue Service within thirty (30) days of its amendment.
- DISSOLUTION OF THE INSTITUTE
a) The Institute may be dissolved on recommendation of Council if agreed to by at least two-thirds of the registered Corporate members who have exercised their right of voting by ballot, which ballot may be conducted by e-mail, mail or fax.
b) On dissolution of the Institute, Council shall transfer its net assets, after payment of its liabilities, to another Public Benefit Organisation with similar objectives and activities, which, if possible, is exempt from income tax, or in the absence of such an organisation, to such institution, board or body as is permitted to be a beneficiary of such transfer as is prescribed by the applicable income tax legislation.
PART 2 – MEMBERSHIP
- GRADES OF MEMBERSHIP
The membership of the Institute shall consist of the following grades:
a) Honorary Fellow
d) Associate member
Honorary Fellows, Fellows and Members shall be considered to be Corporate members.
- CLASSIFICATION OF MEMBERS
Applicants must be appointed by Council in the following grades:
a) Honorary Fellows
An Honorary Fellow shall be a person distinguished in science, industry, commerce or public service, or a person eminent by his work connected with refrigeration or air conditioning in foreign lands, whom the Institute desires to honour. An Honorary Fellow shall have corporate membership.
A candidate who applies for transfer to the grade of Fellow shall,
(i) have been a Member of the Institute for ten (10) years;
(ii) have shown significant performance over a period of at least five (5) of those years, including one or more of the following:
1. Substantial related engineering responsibility or achievement.
2. Publication of related engineering or scientific papers, books or inventions.
3. Technical direction and management of important scientific or engineering work with evidence of accomplishment.
4. Recognised contribution to the maintenance and advancement of the standards relating to the profession.
5. Development of furtherance of important scientific or engineering courses in an accredited educational program.
6. Contributions at least equivalent in significance to those referred to above in areas such as technical editing, design, standard generation, provided these contributions serve to advance progress substantially in the air conditioning, refrigeration or allied fields approved by Council.
7. Recognised contribution to the maintenance of and/or the advancement of the goals of the Institute; and
(iii) be proposed and seconded by Fellows of the Institute.
A candidate for admission or transfer to the grade of Member shall,
(i) Possess an Engineering Degree, NQF level six (6) and above, from a university, college or an accredited institution of learning approved by Council and have had three (3) years post-qualification relevant experience in a responsible position in the Heating, Energy, Refrigeration, Ventilation and Air Conditioning Industry approved by Council.
(ii) Possess any other degree, NQF level six (6) and above, from a university, college or an accredited institution or possess an appropriate technical qualification, NQF level four (4) and above, and have had a minimum of five (5) years postqualification relevant experience in a responsible position in the Heating, Energy, Refrigeration, Ventilation and Air Conditioning Industry approved by Council. Level of responsibility shall be supported by two (2) referees, on the forms prescribed by Council: one being a corporate member of SAIRAC and the other being a present or previous employer of the applicant.
(iii) Possess a lesser qualification approved by Council and have had ten (10) years post-qualification experience in a responsible position in the Heating, Energy, Refrigeration, Ventilation and Air Conditioning Industry or allied fields approved by Council. Level of responsibility shall be supported by two (2) referees, on the forms prescribed by Council; one being a Corporate member of SAIRAC and the other being a present, or previous, employer of the applicant.
d) Associate members
An Associate member shall be a person who has been an Associate of the Institute for five (5) or more years.
A candidate who is actively engaged or associated with the air conditioning and refrigeration industry or allied field and be committed to the interests of that industry.
A candidate under the age of thirty-five (35) years who must be studying full-time for a degree or diploma in subjects related to the air conditioning and refrigeration industry or allied field or be an apprentice in training in that industry.
A Corporate member shall be entitled to use the following initial abbreviation after his/her name:
a) HONORARY FELLOW: Hon. F.S.A.I.R.A.C.
b) FELLOW: F.S.A.I.R.A.C.
c) MEMBER: M.S.A.I.R.A.C.
- FEES LEVIED ON MEMBERS
a) Annual Membership Fees
The annual membership fees for the various classes of membership shall be determined by the Council from time to time. Membership fees are payable, in advance, on or before 31 July in each year.
b) Membership Fees in Arrear
Any member whose annual membership fees are not paid by 30 September and had prior notification by the Centre Committee, shall cease to be a member, but shall remain liable for arrear membership fees.
c) Entrance Fee
At the discretion of the Council, an entrance fee may be imposed on all new members.
d) Temporary Exemption from Annual Membership Fees
Council may exempt, from year to year, from the payment of his/her annual membership fee, a member who due to ill health, advanced age or other reasonable reason, is unable to pay his/her membership fee. Council may also exempt any such individual from the payment of any membership fees which may be in arrears.
e) Permanent Exemption from Annual Membership Fees
A member who has reached the age of sixty (60) years and who has been a member of the Institute for a period of not less than twenty (20) years, may be exempted from the annual membership fee of the Institute on application to and at the discretion of the Council. A member having reached the age of sixty-five (65) years shall be exempted from the payment of further annual membership fees on application to Council.
f) Reinstatement and readmission without fees
Council, if it finds good reason to do so, may reinstate under such conditions as it may prescribe, a member whose name has been removed from the Register of the Institute under the provisions of clause 16 below or may, in special circumstances, exempt from the payment of an entrance fee a candidate for membership who has previously been a member of the Institute.
- MEMBERSHIP OF A CENTRE
Membership of a Centre of the Institute shall be automatic for all members residing within two-hundred (200) kilometres of that Centre.
- PROPOSAL OF CANDIDATES FOR MEMBERSHIP
a) Candidates for election to the membership of the Institute shall both be proposed and seconded on the Institute’s prescribed application form by Corporate members.
b) In exceptional circumstances approved by Council, application for membership forms may be submitted without a proposer or seconder.
- APPLICATION FOR MEMBERSHIP
a) The application shall first be considered by the appropriate Centre Committee, who shall forward its recommendations to Council. Council’s approval or request for reappraisal shall be returned to the Centre Committee and the election confirmed or the application reappraised, whichever the case may be.
b) Council shall award Honorary Fellowship by a unanimous vote.
- ADMISSION TO A HIGHER CLASSIFICATION
Any member may apply for admission to a higher classification in similar manner to admission for membership, requiring a proposer and seconder to such application.
The eligibility of any candidate in any class of membership shall be decided by Council.
- EXCLUSION, EXPULSION OR SUSPENSION OF MEMBERS
Council may, by unanimous decision, exclude any person from membership or expel or suspend any member, if it deems this action to be in the interest of the Institute. Council shall not be obliged to give reasons for its actions.
- RESIGNATION AS A MEMBER
A member of any grade desiring to discontinue his/her membership of the Institute shall tender his/her resignation, in writing, to his/her Centre Committee. Such resi gnation shall not absolve him/her from any indebtedness to the Institute. A member’s name shall be removed from the Register as from the date on which his/her resignation becomes effective.
- CERTIFICATE OF MEMBERSHIP
All members shall receive a certificate of membership, but all certificates issued shall remain the property of the Institute and must be returned by any member who resigns or whose name is removed from the register of members, upon receipt of notice requiring the member to do so.
PART 3 – ORGANISATION AND MANAGEMENT
- MANAGEMENT VESTED IN COUNCIL
Subject to the powers given to the Centre Committee in terms of this Constitution, or by authority of the Council, the management and control of the Institute shall be vested in the Council of the Institute.
- POWERS AND DUTIES OF COUNCIL
The powers and duties of the Council of the Institute, in addition to such powers and duties specifically detailed elsewhere in these Rules, shall include:
a) The advancement of the objectives of the Institute on a national basis.
b) The determination of the Institute’s policies, rules and by-laws.
c) The consideration of all membership applications and the classification of members.
d) Providing assistance in the establishment of new Centres and guidance to existing Centres.
e) The publication and distribution of the Institute’s journal and communications.
f) The maintenance of the register of members and issuance of membership certificates.
g) All other powers necessary to the management of the Institute.
h) The submission of copies of minutes of all meetings to the Centre Committees.
- THE COUNCIL OF THE INSTITUTE
The Council of the Institute shall consist of:
a) At least three persons who are not connected persons in relation to each other, to accept the fiduciary responsibility, with no single person directly or indirectly controlling the decision-making powers relating to the Institute;
b) the Officers specified in clause 22 below;
c) the immediate Past President;
d) the Chairman holding office as such in each Centre; and
e) the Council may appoint as Life Vice-President of the Institute, such members (not exceeding six (6) in number) as they may deem fit in recognition of conspicuous service to the Institute, who shall be permanent members of the Council.
Officers of the Institute shall be:
a) A President;
b) a Vice-President;
c) a Treasurer, who shall be a member or an employee of the Institute; and
d) a Secretary, who shall be a member or an employee of the Institute.
- ELECTION OF A VICE-PRESIDENT
Not later than eight (8) weeks prior to the Institute’s Annual General Meeting, the Institute Secretary shall send out notices to all Corporate members inviting nominations for the position of the office of Vice-President. Such nominations must be proposed and seconded by Corporate members and must be endorsed by the nominee to the effect that he/she accepts nomination.
b) Closing Date
The closing date for receipt of nominations by the Institute’s Secretary shall be three (3) weeks after the date of the notice inviting nominations.
c) Ballot Papers
Not later than three (3) weeks prior to the Institute’s Annual General Meeting, the Secretary shall send to each Corporate member, utilising the most appropriate method of communication, a ballot paper listing the nominees. The ballot papers shall be numbered consecutively but the Secretary shall on no account whatsoever record in any way the number of the ballot paper issued to any member.
d) Return of Ballot Papers
Each Corporate member shall make a cross to indicate his choice against a name of one nominee for the position of Vice-President against the names presented. Theballot paper shall not be signed or in any way indicate the identity of the member. It shall be returned to the Secretary in the prescribed manner to reach him/her prior to the commencement of the Annual General Meeting.
e) Counting of Votes
The Corporate members present at the Annual General Meeting shall appoint two (2) scrutineers, who shall receive the ballot envelopes from the Secretary, together with a statement on the number of ballot papers issued. Before counting the votes the scrutineers shall ascertain that no duplication of ballot paper serial numbers occurs. After counting the votes, the scrutineers shall report the results to the Chairman of the meeting.
- APPOINTMENT OF A TREASURER
The Treasurer of the Institute shall be appointed by Council at its first meeting.
- APPOINTMENT OF A SECRETARY
The Secretary of the Institute shall be appointed by Council at its first meeting.
- TENURE OF OFFICE AND APPOINTMENT OF PRESIDENT
a) The tenure of Office of Council shall be one year and shall terminate at the conclusion of the Institute’s Annual General Meeting. The retiring Officers of the Council are eligible for re-election.
b) Unless resolved otherwise in terms of sub-clause (c) below, the President shall not remain in office for more than one (1) year, the elected Vice-president automatically assuming the office of President.
c) At the Council meeting prior to nomination, Council reserves the right, by a majority vote, to invite the President and/or Vice-President to continue in office for another year.
d) If by circumstances beyond his control, the President cannot fulfil his term of office, the Vice-President assumes such office and Council, by majority vote, elects from its members a Vice-President for the remaining term of office.
- ALTERNATIVE COUNCIL MEMBERS
If a Council member representing a Centre in terms of clause 21 (c) above is unable to attend any particular Council meeting, the Centre Committee may nominate an alternative to attend the meeting.
- COUNCIL MEETINGS
The Council shall meet at least four (4) times per annum. The first meeting shall be held as soon as is conveniently possible after the Annual General Meeting. Four (4) members shall constitute a quorum. Council meetings shall be called at the instance of the President.
- CENTRES OF THE INSTITUTE
To carry out the objectives of the Institute more effectively, Centres of the Institute shall be established with the consent of the Council. A Centre shall not be established with less than twenty-five (25) members and no Centre shall be established within two hundred (200)kilometres of an existing Centre, unless otherwise determined by the Council.
- NAME OF CENTRE
A Centre shall be distinguished by the name of the town or area in which its meetings are normally held.
- MANAGEMENT VESTED IN CENTRE COMMITTEE
Each Centre shall be controlled by a Centre Committee composed as set out in clause 33 hereunder.
- POWERS AND DUTIES OF CENTRE COMMITTEES
The powers and duties of the Centre Committees, in addition to such powers and duties specifically detailed elsewhere in this Constitution, will include:
a) The advancement of the aims of the Institute on a local basis, with the consent of Council.
b) Receiving and consideration of applications for membership and submittal of these applications to Council with the Committee’s recommendations.
c) The arrangement of technical programmes, social functions, and other local activities.
d) The submission of copies of minutes of all meetings to Council.
- COMPOSITION OF CENTRE COMMITTEES
The Centre Committee shall consist of:
a) A Chairman and a Vice-Chairman, who shall be Corporate members.
b) The immediate Past-Chairman.
c) Four (4) Committee members, who shall be Corporate members, and who shall be elected by the Corporate members.
d) Three (3) Committee members, who shall be Corporate members, or Associates, and who shall be elected by the non-Corporate members.
e) The Committee shall appoint a Secretary and a Treasurer from its members or alternatively an employee.
- ELECTION OF CENTRE COMMITTEES
(i) The Secretary of each Centre Committee shall call for the nominations at least four (4) weeks prior to the Annual General Meeting of the Centre. Nominations must reach the Secretary before the commencement of the Annual General Meeting and must be endorsed by the nominee to the effect that he/she accepts the nomination.
(ii) Nominations for the positions of Chairman and Vice-Chairman and for the four (4) Committee members representing the Corporate members shall be proposed and seconded by Corporate members. Persons eligible for election of Chairman or Vice-Chairman shall be members of the previous committee.
(iii) Nominations for the three (3) Committee members representing the nonCorporate members shall be proposed and seconded by non-Corporate members.
(i) Voting shall be by ballot at the Annual General Meeting of the Centre.
(ii) Chairman and Vice-Chairman: All members present at the meeting shall have the right to vote.
(iii) Four (4) Committee members representing the Corporate members: Only Corporate members shall have the right to vote.
(iv) Three (3) Committee members representing the non-Corporate members: Only non-Corporate members shall have the right to vote.
The meeting shall appoint two (2) scrutineers to count the votes.
- INCREASE OR DECREASE IN NUMBER OF COMMITTEE MEMBERS
With the approval of Council, the number of Committee Members elected in terms of clauses33 (c) and (d) may either be increased or decreased.
- TENURE OF OFFICE
The Tenure of Office of the Committee shall be one (1) year and shall terminate at the conclusion of the Centre’s Annual General Meeting. The retiring Committee shall be eligible for re-election.
- VACANCIES ON CENTRE COMMITTEES
In the event of a vacancy on the Committee arising during its tenure of office, the Committee may co-opt a member in good standing to fill the vacancy.
- CENTRE COMMITTEE MEETINGS
The Committee shall meet approximately once per month. The appropriate Centre shall decide its own quorum.
- ANNUAL GENERAL MEETINGS
a) The Annual General Meeting of the Institute shall be held at the earliest convenient date after 30 June in each year and at such time and place as determined by Council. The Corporate members present shall constitute a quorum.
b) The Annual General Meeting of each Centre shall be held at the earliest convenient date after 30 June in each year, at such time and place as determined by the Committee. The Corporate members present of the Centre shall constitute a quorum.
- EXTRAORDINARY MEETINGS
An Extraordinary Meeting of a Centre or of the Institute shall be convened on written request from five (5) Corporate members, in the case of a Centre, or ten (10) Corporate members in the case of the Institute. The subject shall be circulated to all members prior to the meeting. One third of all Corporate members, in the case of a Centre, or twenty (20) percent of all registered Corporate members in the case of the Institute, shall constitute a quorum.
- NOTICE OF MEETING
A notice shall be sent to every member concerned at least ten (10) days prior to each Annual General Meeting, specifying the time and place of the meeting, but non-receipt of such notice by any member shall not invalidate the proceedings of the meeting.
- NOTICE OF MOTION
Any Corporate member may give notice of a motion to be tabled at a meeting by giving written notice thereof to the Secretary at least five (5) days prior to the meeting.
- CHAIRMAN OF MEETING
a) At a meeting of a Centre, the Chairman or Vice-Chairman shall preside. If both the Chairman and Vice-Chairman are absent, a Chairman shall be elected by the Corporate members present.
b) At a meeting of the Institute, the President or Vice-President shall preside. If the President or Vice-President are absent, a Chairman shall be elected by the Corporate members present at the meeting.
- VOTING PROCEDURE AT MEETINGS
a) Council Meetings: Every motion shall be decided by a simple majority, provided prior notice of such a motion had been given to all Council members. In this case, voting by proxy shall be acceptable. In all cases, the President shall have a casting vote, in addition to the vote possessed by him in his capacity as a Council member.
b) General Meetings: Except in the case of constitutional changes, every motion of a meeting shall be decided by a show of hands of the Corporate members unless five (5) Corporate members request that the voting be done by secret ballot. If voting is by a show of hands, the Chairman’s declaration as to the result shall stand, unless a poll is requested by two Corporate members present. In all cases, the Chairman s hall have a casting vote, in addition to the vote possessed by him in his capacity as a Corporate member.
PART 4 – FINANCIAL AND ADMINISTRATIVE MATTERS
- PROPERTY AND INCOME
a) Substantially the whole of the funding of the association will be derived from its annual or other long-term members or from an appropriation by the Government of the Republic of South Africa in the national, provincial or local sphere.
b) The Institute shall receive, acquire, hold and maintain any property, movable or immovable, without limitation as to the amount or value, for any of the Institute’s objectives, by way of bequest, gift, purchase or lease, to invest or re-invest funds to control the income therefrom and to expend or otherwise dispose of all or any portion it’s funds and property, including the income, interest or principal.
c) The Institute shall not accept a donation that may be revoked by the donor for reasons other than the Institute failing to abide by the designated purposes and conditions of the donation.
d) The Institute shall not be a party to or permit itself to be used for a transaction, operation or scheme, the sole or main purpose of which is or was to reduce, postpone or avoid any tax, duty or levy which would otherwise have been or have become payable by any person under any tax legislation.
e) No regional Centre shall subject the Institute to any financial or other obligation, except
such as the Institute may voluntarily assume.
- UTILISATION OF FUNDS
a) Substantially the whole of the funds of the association will be used for the sole or principal object for which it has been established.
b) No officer, or member of the Institute shall directly or indirectly receive or be lawfully entitled to receive any part of the net surplus thereof or any pecuniary profit from theoperations thereof, except as is provided for in clause 4(c) below.
c) No remuneration will be paid to any employee, office bearer, member or other person, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered.
d) The Institute may not use its resources, directly or indirectly, to support, advance or oppose any political party.
e) Any net surplus arising on dissolution of the Institute shall be treated as is prescribed in clause 6 above.
- PAYMENT OF MEMBERSHIP FEE
a) Annual Membership Fees, as laid down by Council, shall be paid to the Treasurer of the Institute in advance by 31 July of that particular financial year.
b) Fees, as laid down by Council, shall be paid to the Treasurer of the Institute with all new applications.
c) In order to enable the Centres to carry out their functions under clause 32, a percentage of membership fees collected are to be paid to Centres. Such percentage will be determined by Council from time-to-time.
- ANNUAL FINANCIAL STATEMENTS AND TAX RETURNS
a) The financial year of the Institute commences on 1 July and ends on 30 June of the following year.
b) Each Treasurer at a Centre shall keep proper accounting records from which shall be compiled annual financial statements in respect of each financial year. Such annual financial statements, once duly certified by two (2) Committee Members of the Centre, shall be presented to the Treasurer of the Institute.
c) The Treasurer of the Institute shall annually compile annual financial statements in respect of each financial year. Such financial statements shall be independently reviewed by a suitably qualified and registered accountant, appointed by Council, and, once duly signed by two (2) Council Members, shall be presented at the next Annual General Meeting.
d) The Institute will comply with such reporting requirements as may be determined by the Commissioner of The South African Revenue Service from time-to-time.
- INDEMNIFICATION AND LIABILITY OF OFFICERS
a) Every honorary officer of the Institute and every other member of Council and every official of the Institute for the time being and their heirs, executors and administrators shall be indemnified by the Institute and it shall be the duty of Council out of the funds of the Institute to pay all costs, losses and expenses which any of them may incur or become liable to by reason of any contract entered into or act or deed done by him/her as such officer or official in the discharge of his/her duties.
b) No honorary officer of the Institute or other member of Council or official of the Institute shall be liable for the acts, receipts, neglect or defaults of any other such honorary officer or member of Council or officer or official for joining in any receipt or other act for conformity or for any loss or expense happening to the Institute through the insufficiency or deficiency to title to any property acquired by order of Council for or on behalf of the Institute, for the insufficiency or deficiency of any security in or upon which any of the monies of the Institute shall be invested, or for any loss or damage arising from bankruptcy or insolvency or tortuous act of any person with whom any money, securities or effects shall be deposited or for any loss or damage occasioned by any error or judgement or oversight on his/her part, or for any other loss, damage or misfortune whatever, which may happen in the execution of the duties of his/her office or in relation thereto, unless the same happened through his/her dishonesty or gross negligence.
- OFFICIAL LANGUAGE OF THE INSTITUTE
The official language of the Institute is English.
- RULES AND BY-LAWS
The Council shall be empowered to frame rules and by-laws which shall not be inconsistent with the Constitution.
All members shall receive the Institute’s communications and a copy of the Constitution and
the rules and by-laws. A copy of the list of members shall be made available on request.