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CONSTITUTION AND RULES
OF
MINE METALLURICAL MANAGERS' ASSOCIATION OF SOUTH AFRICA
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(as
amended 27 August 2004)
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THE
ASSOCIATION 
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1.
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The
name of the Association shall be the "Mine Metallurgical
Managers' Association of South Africa".
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2.
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The
principal object of the Association shall be to promote
the common professional interests of persons carrying
on the mine metallurgiacal profession (by means other
than the carrying on by the Association of any trading
or other profit- making activities or participation
by the Association in the profession carried on by
its members to the provision to any of its members
of financial assistance or of any premises or continuous
services or facilities required by its members or the
provision to any of its members of financial assistance
or of any premises or continuous services or facilities
required by its members for the purpose of carrying
on the profession) and to that end to promote the general
advancement of metallurgy and to uphold the status
of the profession.
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3.
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The
Ancillary objects of the Association shall be:
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(a)
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To
represent generally the views of the mine metallurgical
profession, to discourage dishonounrable conduct and
practice.
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(b)
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To
hold conferences and meetings for the purpose of encouraging
and promoting full discussion of professional affairs,
interest and duties; the reading of papers and the
delivery of lectures, professional and other records
from time to time available to members of the Association
and generally to collect, collate and publish information
which may be of service or interest to members of the
profession and to the public at large.
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(c)
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To
invest moneys not immediately required for the purpose
of the Association and to realise such investment.
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(d)
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To
enter into arrangements or contracts with any persons
for the promotion of the objects of the Association.
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(e)
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To
do all such things to carry out all such undertakings
as may be necessary for or incidental to the objects
of the Association.
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MEMBERSHIP
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4.
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Members
of the Association shall consist of Ordinary Members,
Associate Members, Affiliate Members, Student Members,
Honorary Life Members and Honorary Associate Members.
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5.
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The
name and address of every member shall, on admission,
be registered with the Secretary of the Association.
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ORDINARY
MEMBERSHIP
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6.
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Candidates
for transfer or admission to the class of Ordinary
Membership shall satisfy the following conditions:
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(a)
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They
shall be sponsored by two Ordinary Members of the Association
and shall be admitted at the discretion of the Council.
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(b)
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They
shall be responsible for managing the total metallurgical
operation of a working mine or equivalent situated
in Southern Africa. Where, on account of size or complexity
of the operation, there are sub-ordinate managers who
have a person or persons who qualify for admission
as Associate Members reporting to them, such subordinate
managers shall qualify for Ordinary Membership.
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(d)
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A
candidate who, by virtue of his senior position within
the head office staff of a mining metallurgical company
and who has had previous experience managing a metallurgical
operation, but is not involved in active metallurgical
management of a mine, may be admitted to Ordinary Membership
at the discretion of Council.
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Such
members shall not have the right to voting nor shall
they be eligible for membership of the Council or any
Association Committee or Sub-Committee other than by
co-option, except for the two consulting Metallurgists
position on Council.
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7.
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The
annual subscription of Ordinary Members shall be decided
by the Council each year.
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8.
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An
Ordinary Member, on ceasing to fulfill the requirements
of Clause 6(b), (c), or (d) shall automatically become
an Associate Member or Affiliate Member of the Association,
unless the Council decides otherwise.
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ASSOCIATE
MEMBERSHIP
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9.
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Candidates
for transfer from Affiliate, or admission, to Associate
membership shall be sponsored by two Ordinary Members
of the Association and shall be admitted at the discretion
of the Council.
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10.
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In
order to be eligible for Associate membership candidates
must be responsible, or previously have been responsible,
for the management of a metallurgical processing plant
or the equivalent. In addition, candidates shall, if
so required, satisfy the Council that their position
carries a degree of authority and responsibility sufficient
to warrant their admission to this class of membership.
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11.
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The
annual subscription of Associate Members shall be decided
by the Council each year.
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12.
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Associate
Members shall not have any right of voting nor shall
they be eligible for membership of the Council, but
shall be entitled to take take part in all discussions
at General Meetings of the Association.
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13.
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An
Associate Member, on ceasing to fulfill the requirements
of Clause 10, shall automatically cease to be an Associate
Member of the Association unless the Council decides
otherwise.
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AFFILIATE
MEMBERSHIP
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14.
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Candidates
for admission to Affiliate Membership shall be graduates
or diplomates in metallurgy or any other relevant discipline
approved by the Council and shall be employed in metallurgy.
Suitable candidates without a tertiary qualification
but who are deemed competent by means of other qualification
and experience shall be admitted to Affiliate membership
at the discretion of Council.
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15.
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Candidates
for election shall be sponsored by one Ordinary Member
of the Association and shall be admitted at the discretion
of the Council.
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16.
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The
annual subscription of Affiliate Members shall be decided
by the Council each year.
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17.
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Affiliate
Members shall not have any right of voting nor shall
they be eligible for membership of the Council, but
shall be entitled to take part in all discussions at
General Meetings of the Association.
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18.
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An
Affiliate Member, on ceasing to be employed in metallurgy,
shall automatically cease to be an member of the Association
unless the Council decides otherwise.
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STUDENT
MEMBERSHIP
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19.
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Candidates
for Student Membership shall be students at acknowledged
educational institutions, registered to study for a
recognised degree or diploma in metallurgy or any other
relevant discipline approved by the Council, and shall
be sponsored by an Ordinary Member of the Association.
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20.
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The
annual subscription of Student Members shall be decided
by the Council each year.
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HONORARY
LIFE MEMBERSHIP
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21.
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The
Council shall have the power on such conditions as
it may decide to elect to Honorary Life Membership
of the Association any person whose service to the
Association, in the opinion of the Council, merits
such action. Honorary Life Members shall be entitled
to attend General Meetings and to take part in discussions,
but they shall not have the right of voting.
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HONORARY
ASSOCIATE MEMBERSHIP
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22.
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Any
member who has ceased to participate in the active
metallurgical management of a mine may be elected by
the Council on such conditions as it may decide as
an Honorary Associate Member of the Association. Honorary
Associate Members shall be entitled to attend General
Meetings of the Association and take part in discussions
but they shall not have the right of voting.
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GENERAL
MEMBERSHIP PROVISIONS
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23.
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Any
member who has ceased to participate in the active
metallurgical management, as a consequence of having
taken retirement, may apply to be admitted as a Retired
member of the Association. Retired members shall be
entitled to take part in all activities of the Association
but shall not have the right to voting.
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The
annual subscription of Retired Members shall be decided
by the Council each year.
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24.
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The
financial year of the Association shall end on the
31st August in each year.
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25.
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All
annual subscription shall fall due on the 1st September
in each year for the year then commencing and must
be paid before 1st December in that year,
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26.
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Ordinary,
Associate or Affiliate Members admitted after the end
of February in each year shall pay half the annual
subscription in respect of the year in which they are
admitted, except in cases in which the Council may,
at its discretion, decide to accept a smaller subscription
for a shorter period.
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27.
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Any
member whose subscription or portion thereof is in
arrears for a period of three months may at the discretion
of the Council be struck off the register of members,
and the Council shall have the power to restore such
person to all privileges of membership on payment of
all such arrears.
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28.
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Any
member who commits any act which in the opinion of
Council may reflect discredit on or be prejudicial
or antagonistic to the interests of the Association
shall be liable to summary termination of his membership
by a unanimous vote of Council; and any member so dismissed
shall have no claim whatever on the Association.
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29.
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Any
member may resign his membership provided that he shall
remain liable for all amounts due by him to the Association.
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30.
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Any
member ceasing to be a member under Clause 28 shall
not be entitled to readmission.
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31.
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The
liability of members shall be limited to the amount,
if any, payable by way of subscription or otherwise
to the Association.
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32.
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Any
member whose subscription or portion thereof is in
arrears shall have no right of voting.
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CONSTITUTION
AND FUNCTIONS OF THE COUNCIL
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33.
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The
affairs of the Association shall be conducted by a
Council consisting of the President, the Vice-President,
the Immediate Past-President, six elected members,
two consulting metallurgists and one delegate from
each of the districts into which the Association is,
for the time being, divided by the Council on such
basis as it may decide, each of whom shall be an Ordinary
Member of the Association.
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34.
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A
member of the Council (including the President and
Vice-President) shall be either:
(a) A senior mine-based
employee in the metallurgical discipline:
Or
(b) A senior mining
metallurgical company employee who has had previous
experience managing a metallurgical operation.
A
majority in favour of mine-based Council members must
be maintained.
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35.
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The
Council shall appoint one of its members to act as
Honorary Treasurer.
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36.
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The
elected members shall be nominated in writing by any
two Ordinary Members at least one month before the
Annual General Meeting each year, and shall be elected
by sealed written ballot of all Ordinary Members. The
outgoing Council shall appoint the President and Vice-president
from within the existing members of the Council.
The
President and Vice-president shall hold office for
one year, and of the six elected members three shall
retire annually in rotation and shall not be eligible
for re-election as members of the Council for the year
immediately succeeding their period of office, provided,
however, that if a retiring member has held office
as a result of his appointment in terms of Clause 37
he shall be eligible for re-election.
The
District Representatives shall be nominated in writing
by any two Ordinary Members of their particular District,
at least one month before the the Annual General Meeting
each year and shall be elected by sealed written ballot
of all Ordinary, Associate and Affiliate Members within
their District.
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37.
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Any
vacancy occurring in the Council during the year may
be filled by the Council, and any person so appointed
shall hold office until the next Annual General Meeting.
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38.
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The
office of President shall not be held by the same member
for two years in succession: provided, however, that
if such office is held as a result of the position
having been rendered vacant through resignation or
otherwise during any year, the holder shall be eligible
for reelection as President for a further period of
one year.
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39.
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The
office of Vice-president shall not be held by the same
member for two years in succession: provided, however,
that if such office is held as a result of the position
having been rendered vacant through resignation or
otherwise during any year, the holder shall be eligible
for reelection as Vice-president for a further period
of one year.
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40.
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If
any member of the Council be absent without leave from
three consecutive Ordinary Meetings of the Council,
he shall ipso facto cease to be a member thereof.
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41.
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The
Ordinary Meeting of the Council shall be held once
a month, unless otherwise decided by the Council.
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(a)
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Six
members shall constitute a quorum at any Council Meeting,
and the Chair shall be taken at all such meetings by
the President or, in his absence, by the Vice-president,
but, should neither be present, the meeting shall proceed
to elect a Chairman from amongst the members present.
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(b)
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The
Chairman shall have, in addition to his ordinary vote,
a second or casting vote in case of an equality of
votes.
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42.
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Special
Council Meetings may be called at such times as the
Council or the President may appoint or on a requisition
in writing of any three members of the Council.
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43.
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Leave
of absence shall not be granted to any member of the
Council for a longer period than six months.
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POWERS
OF THE COUNCIL
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44.
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The
management of the business and the control of the Association
and all of its property and assets shall be vested
in the Council.
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45.
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The
Secretary, Auditors, Attorneys and all employees of
the Association shall be appointed by the Council and
paid out of the funds of the Association such remuneration
as the Council may decide, and shall hold office at
the Council's pleasure.
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46.
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All
powers of attorneys, bonds, deeds and other formal
or legal documents shall be executed by the Secretary,
or Acting Secretary for the time being, of the Association
under the authority of a resolution of the Council.
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ACCOUNTS
AND REFUNDS
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47.
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The
Council shall cause true accounts to be kept of all
moneys received and expended by the Association and
of the matters in respect of which receipts and expenditure
take place, and of the assets, credits and balances
of the Association, which shall be audited annually
duly by Auditors appointed by the Council.
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48.
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The
funds of the Association shall be banked in the name
of the Association with such Bank or Financial Institution
as the Council may from time to time, and shall be
operated upon by the signatures of the Secretary and
the Assistant Secretary, or two members of Council
appointed by Council for this purpose, or by two of
these signatories: provided that all transactions so
executed shall be reported to the Council at its ordinary
monthly meeting.
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49.
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The
profits or gains of the Association shall not be distributed
to any person and the funds of the Association shall
be utilised solely for investment or the objects for
which the Association has been established.
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GENERAL
MEETINGS
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50.
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A
quorum at a General Meeting shall consist of fifteen
members, of whom at least five shall be Ordinary Members.
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51.
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Ordinary
General Meetings shall be held once per month unless
otherwise determined by the Council, and the Secretary
shall give notice of such meetings to the members as
provided for in Clause 59.
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52.
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The
Annual General Meetings of the Association shall be
held in place of the Ordinary General Meeting, if any,
normally held in the month concerned at such place
as the Council may decide, to receive and deliberate
upon the Report of the Council on the state of the
Association, an audited statement of income and expenditure
for the past financial year and an audited balance
sheet and the report of the Auditors thereon. Notice
of such meetings shall be given to the members as herein
provided for in Clause 60.
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53.
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In
the event of the Council desiring to call a Special
General Meeting for any specific purpose, or on the
requisition in writing of any ten members that such
a meeting be called, the Secretary shall give notice
of such meeting to the members as provided for in Clause
61 and the notice shall specify the nature of the business
to be transacted. No other business shall be transacted
at that meeting.
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54.
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If,
within thirty minutes after the time fixed for holding
a General Meeting, excluding an Annual General Meeting,
a quorum is not present, the meeting shall be dissolved,
and all matters which might, if a quorum had been present,
have been transacted at the meeting (other than a Special
General Meeting) may be done on behalf of the Association
by the Council. In the case of a Special General Meeting
or an Annual General Meeting the meeting shall be adjourned
and the provisions of Clause 66 shall mutatis mutandis
apply.
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55.
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The
President, or in his absence the Vice-president, shall
take the Chair at all General Meetings, and if at any
such meeting neither of them be present, the members
present shall choose one of their number to be Chairman
of the meeting.
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56.
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Each
Ordinary Member of the Association shall be entitled
to one vote only.
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57.
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Questions
at any General Meeting shall be decided by a majority
of votes of Ordinary Members present by a show of hands.
The
Chairman shall have, in addition to his ordinary vote,
a second or casting vote in case of an equality of
votes, but any five members may demand a ballot upon
any question submitted to any meeting, and the Chairman
of the meeting shall direct when and in what manner
a ballot shall be taken on any such question. At any
ballot, the Chairman of the meeting shall appoint scrutineers
by whom the result of the ballot shall be declared.
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58.
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Members
wishing to bring before the Association important business
not shown on the agenda shall in all cases give notice
of such business at the previous meeting of the Association,
or submit notice of such motion in writing to the Council
at least fourteen days before the date of the meeting
at which such business is proposed to be brought forward.
Matters claimed to be urgent may be considered without
notice at any meeting, provided that two-thirds of
the members present be of opinion that the matter is
urgent, and provided that alternation or amendment
of the Constitution and Rules shall in no case be claimed
or considered to be urgent.
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59.
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Notices
of Ordinary General Meetings shall be given in writing
to every member by the Secretary at least five days
before the date appointed for such meetings, either
by delivery by hand or by post in a prepaid letter
addressed to each member at his registered address.
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60.
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Notices
of the Annual General Meeting of the Association shall
be given as aforesaid at least seven days before the
date appointed for such meeting.
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61.
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Notices
of Special General Meeting of the Association shall
be given as aforesaid at least three days before the
date appointed for such meeting. In cases of urgency
such meetings may, however, be called at shorter notice
at the discretion of the President of the Association.
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62.
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Notices
of Council Meetings shall be given as aforesaid at
least three days before the time fixed for such meetings.
In cases of urgency such meetings may, however, be
called at shorter notice at the discretion of the President
of the Association.
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63.
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All
notices of Meetings shall show an agenda of the business
to be transacted.
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| LIQUIDATION |
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64.
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The
Association may be liquidated and wound up by resolution
of not less than two-thirds of the Ordinary members
present at a Special General Meeting called by the
Council after notice of not less than thirty days,
provided that at such meeting not less than two-thirds
of the total number of Ordinary members of the Association
are present. Notice must be given in the manner described
in Clause 59 to all members of the Association.
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65.
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The
meeting shall appoint liquidators and, upon its winding
up, the assets of the Association remaining after satisfaction
of all its liabilities shall be given or transferred
to some other association or institution or associations
or institutions with objects similar to those of the
Association to be determined by the members of the
Association or, failing such determination, by the
court.
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66.
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In
the event of the required number of Ordinary Members
not being present, the meeting shall stand adjourned
to the same day in the following week at the same time
and place, unless such day shall be a public holiday,
in which case it shall be adjourned to the next following
day which is not a Sunday or public holiday at the
same time and place. If at such adjourned meeting the
required number if Ordinary Members is not present,
then those Ordinary Members who are present may transact
the business for which the meeting is called.
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ALTERATION
OF RULES
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67.
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This
Constitution and these Rules shall not be subject to
alterations, additions or amendments save by special
resolution duly carried by a two-thirds majority vote
of the Ordinary members present at a General Meeting,
and provided notice of the proposed alterations, additions
or amendments have been given to members in writing
at previous General Meeting, or at least five weeks
before the date of the meeting.
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68.
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Upon
such alterations, additions or amendments being made
as aforesaid, the same shall be deemed and taken to
be incorporated in and form part of these presents
in the same manner and in all respects as though originally
inserted therein and shall be binding upon all members
of the Association without any further or special act
or assent thereto.
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Constitution & Rules
