| (1) | Subject to the provisions of the Act and this Constitution, all decisions of the Council shall be enacted, managed, controlled and administered by the Board. |
| (2) | The Board shall comprise— |
| (a) | three directors each of whom shall be the chairman, or failing him/her a nominee of each of the primary Societies; |
| (b) | a maximum of two directors nominated by a simple majority of the votes of the delegates of all the Societies in the Provinces of Mpumalanga, Limpopo, North-West and Gauteng, which directors are ordinarily resident in one of those provinces; |
| (c) | a maximum of one director nominated by a simple majority of the votes of the delegates of all the Societies in the Provinces of Eastern Cape and Southern Cape, which director is ordinarily resident in one of those provinces; |
| (d) | a maximum of one director nominated by a simple majority of the votes of the delegates of all the Societies in the Provinces of Western Cape and Northern Cape, which director is ordinarily resident in one of those provinces; |
| (e) | one director nominated by a simple majority of the votes of the delegates of all the Societies in the Province of KwaZulu/Natal, which director is ordinarily resident in that province; |
| (f) | one director nominated by a simple majority of the votes of the delegates of all the Societies within the Province of the Free State, which director is ordinarily resident in that province; |
| (g) | one director nominated by the Minister of Agriculture; |
| (h) | Except with the consent of the Council in general meeting, the directors elected in article 12(2)(b)–(g) may not be members of a primary Society. In the event that such consent is given, they may not vote on matters which would directly impact upon their Society; |
| (i) | the executive officer of the Council, who may at the discretion of the Board, be a director with full voting rights and entitled: “Executive Director”. |
[Clause 12(2) substituted by section 8 of Constitution of Board Notice 567, GG50164, dated 23 February 2024]
| (3) | There will not be less than 10 (ten) Directors unless the Council in general meeting by resolution changes the maximum or minimum number of Directors. |
| (4) | A person is not eligible for election as a Director or to continue in office as a Director, unless the person: |
| (b) | permanently resides in South Africa; |
| (c) | has no criminal record; |
| (d) | has never been declared a delinquent director by a court of law; and |
| (e) | subject to such other conditions determined by the Board. |
| (5) | If the conduct or position of any Director, is such that continuance in office appears to the other Directors to be prejudicial to the interests of the Council, the Directors at a meeting of Directors specifically called for that purpose may suspend that Director, if 75% (seventy five percent) of the Directors at that meeting vote in favour of suspending that Director. The confirmation of the suspension, annulment of the suspension, reinstatement of the Director or removal of the Director from office must be voted on at the next general meeting. |
| (6) | In the event a person is appointed in a Director’s place following the removal of a Director under Article 12(5), the person will hold office for the period for which the Director replaced would have held office if the Director had not been removed. |
| (7) | The Council may by resolution passed in a meeting of the directors of the Board: |
| (a) | remove any Director before the end of the Director’s period of office; and |
| (b) | appoint another person in the Director’s place. |
| (8) | The Director nomination process is as follows: |
| (a) | The Chief Executive Officer, or any employee of the Council designated by the Chief Executive Officer, shall send a notice to all Societies requesting that they nominate candidates for election to the Board at least 4 (four) weeks prior to the nomination date; |
[Clause 12(8)(a) substituted by section 9 of Constitution of Board Notice 567, GG50164, dated 23 February 2024]
| (b) | The notice shall state the number of vacancies for which nominations are required, as well as the date by which all nominations are to be received by the Council; |
| (c) | Each Society may nominate as many candidates as there are vacancies; |
| (d) | A separate nomination form, annexed as Annexure “B” hereto, is to be used for each candidate nominated. The forms shall be signed by the candidate/nominee and the two Societies nominating him/her, include a brief resume of the nominee. |
| (e) | Where the number of persons so nominated does not exceed the number of vacancies available, they shall be deemed elected to the Board; |
| (f) | Where the number of nominated candidates exceeds the number of vacancies, the Chief Executive Officer shall call for an election, which election shall be done by ballot. |
| (9) | The process in voting for a Director is as follows: |
| (a) | Ballot papers shall be in the form and/or format as set out as Annexure “C” hereto, including but not limited to an electronic submission format; |
| (b) | A Society may cast only one vote in favour of their chosen candidates. |
| (c) | The ballot paper shall be delivered, uploaded, or submitted in such format and/or manner as determined by the Council from time to time and/or as stipulated on the Ballot paper and ensure that same is submitted to the Council by such date and time as stipulated on the Ballot paper or system used for submission of the Ballot paper. In the event there are issues with an electronic submission of the ballot, technical or otherwise, then the Board may request a resubmission or a revote. |
| (d) | A ballot paper submitted shall be rejected by the Chief Executive Officer if: |
| (i) | the Society from whom the ballot has been received is not in good standing or has already cast a vote; |
| (ii) | the number of candidates opposite whose names crosses have been made exceeds the number of candidates to be elected. |
| (e) | The Chief Executive Officer shall within 7 (seven) days as soon as possible after 08h30 on the first working day following the election day, access the ballot system or ballot submissions to firstly determine the validity of the ballot paper submissions. |
| (f) | If the Chief Executive Officer is satisfied that a ballot paper has to be rejected, he/she shall endorse, record or mark it in any format that it is spoilt or rejected and record the basis upon which it has been rejected thereon. The ballot paper(s) or ballot paper submission shall be retained for verification purposes; |
| (g) | Once the Chief Executive Officer has determined the validity of the ballot papers, he/she shall determine the number of votes which have been recorded in favour of each candidate; |
| (h) | If an equal number of votes have been recorded for two or more candidates, the Chief Executive Officer shall determine by lot which of those candidates are deemed to be elected; |
| (i) | The Chief Executive Officer shall print and bind all documents or keep an electronic format and thereafter seal them in a package marked “Election documents”, together with the dates of the nomination and polling days, which shall be retained for three years. |
| (j) | The Chief Executive Officer shall as soon as reasonably possible after the counting of the votes notify the relevant persons of their election as Directors to the Board. |
| (k) | The Chief Executive Officer shall as soon as reasonably possible after the counting of the votes, advise Societies of the candidates who have been elected. |
| (10) | The Chief Executive Officer shall, as soon as reasonably possible after the election, report to the Board on: |
| (a) | the number of candidates nominated for the election; |
| (b) | the number of nominations which he/she refused to accept and the reasons for each such refusal; and |
| (c) | the number of ballot papers issued, submitted and rejected. He/She shall provide reasons for each rejection. |
| (11) | Only the particulars referred to in articles 12(9)(j) and 12(10) may be disclosed in regard to the election, except under law, or unless directed thereto by a competent court. |
| (12) | Subject to the provisions of article 12(5), 12(7) or 14, or unless removed from office at a general meeting, Directors shall hold office for a period of 2 (two) years from the annual General Meeting. |
| (13) | Directors shall be eligible for re-election. |
| (14) | At its first meeting the Board shall elect by a majority vote: |
| (a) | a Chairman from amongst the Directors. No Director shall be eligible for election as Chairman if he has held this position for the past four consecutive years; |
| (b) | a Vice-Chairman and a Financial Director; |
| (c) | a management committee of no less than five Directors, which shall include the Chairman, the Vice-Chairman, the Financial Director and the Chief Executive Officer. The management committee shall be responsible for the affairs of the Council and shall possess all the necessary rights and powers required to enable it to fulfil this responsibility. The management committee may co-opt additional Directors to serve on the management committee; |
| (d) | These persons shall hold this appointment until the close of the next annual general meeting. |
| (15) | The Board may in its discretion— |
| (a) | appoint advisory Directors to fulfil such duties as the Board may direct, subject to such conditions as it may determine, including whether they should have a vote at Board meetings; |
| (b) | invite to its meetings any person to attend and speak thereat; |
| (c) | appoint a person(s) by way of a power of attorney signed by the Chairman to act on its behalf where necessary, subject to such terms and conditions as it may determine; |
| (16) | The primary Societies referred to in article 12(2)(a) are the three Societies whose individual annual audited income from legacies/inheritances is the greatest during the financial year preceding the election: Provided that— |
| (a) | if there is a dispute regarding the value of any legacies/inheritances, then the Council’s auditors shall investigate the matter, and their expert decision shall be final; and |
| (b) | no Societies shall be considered eligible for election as a primary Society if it has not been a Member in good standing for 24 (twenty-four) months prior to the first annual general meeting following the election of new Directors. If a primary Society falls into bad standing during its two-year appointment, then the Director appointed by that Society shall stand down and be replaced by a person appointed by the Society next to qualify in terms of this article. The new Director shall serve for the remaining period subject to the same conditions. |
| (17) | Directors may not hold any position in any organisation or entity, other than a Society registered with the Council in terms of section 8 of the Act, which is, in the opinion of the Board, an animal welfare organisation. |
| (18) | Directors are required to sign and adhere to a Code of Conduct. |
[Clause 12 substituted by section 1 of Constitution of Board Notice 223, GG46000, dated 04 March 2022]
