Societies for the Prevention of Cruelty to Animals Act, 1993 (Act No. 169 of 1993)ConstitutionConstitution of the National Council of Societies for the Prevention of Cruelty to Animals13. Proceedings of the Board |
| (1) | The business of the Council is managed by the Board who may exercise all powers of the Council in terms of this Constitution, the Council’s rules and any applicable legislation. The Board may further make any decisions relating to the Council in all matters that need not be resolved or exercised at a general meeting. |
| (2) | The Board may meet for the despatch of business whenever necessary and may otherwise adjourn or regulate its meetings as it deems fit. |
| (3) | A Board meeting may be held by the Directors communicating with each other by any telephonic, electronic, technological or other communication means by which all Directors can communicate adequately, they are able simultaneously to hear each other and to participate in discussion. The Directors need not all be physically present in the same place for a Board meeting to be held. |
| (4) | Notice of a Board meeting may be given in writing, or the meeting may be otherwise called using any technology consented to by all the Directors. |
| (5) | Decisions of the Board shall be determined by a simple majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. |
| (6) | Upon receipt of a written request by 3 (three) Directors, the Chief Executive Officer shall convene a meeting of the Board to be held within 21(twenty-one) days. The notice of such meeting shall state the particular business to be transacted thereat. |
| (7) | Sixty percent of the members of the Board shall constitute a quorum for any meeting of the Board. |
| (8) | In the event of that a vacancy arises on the Board for whatsoever reason, the remaining Directors may, should they deem it necessary, invite a suitably qualified person to accept office until the next annual general meeting following an election. |
| (9) | If the number of Directors is reduced below 10 (ten), the Directors shall take the necessary steps to increase that number, either by inviting a suitably qualified person to accept a position on the Board, or by calling for nominations from Societies. |
| (10) | If the Chairman of the Board is not present within 15 (fifteen) minutes of the time appointed for a meeting of the Board, the Directors shall appoint the Vice-Chairman to preside over the meeting. The Directors present may elect a Chairman of a Director’s meeting if the Chairman or Vice-Chairman are not present. |
| (11) | The Board may delegate any of its powers to a person, a committee or committees as they deem fit. This person or committee shall fulfil its mandate upon such terms and conditions as may be imposed by the Board. |
| (12) | The Board may at any time revoke any delegation of power to a delegate. |
| (13) | At least one member of each delegate committee must be a Director, which Director shall be chosen as the Board deem fit. |
| (14) | A delegate must exercise its powers in accordance with any directions of the Board and a power exercised in that way is taken to have been exercised by the Board. |
| (15) | A committee shall elect a chairman of its meetings; if at any meeting the chairman is not present within five minutes after the time appointed for commencing the meeting, the members of the committee present may choose one of their number to be the chairman of the meeting. |
| (16) | The committee may meet and adjourn as thought proper. Motions put to any meeting of the committee shall be decided by a simple majority of votes of those present. |
| (17) | All acts done by the Board or by a committee thereof, or by any Director, notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such Board, committee or Director or that they or any of them were disqualified, be as valid as if such Board or committee were properly constituted and/or such person had been duly appointed and was qualified to be a Director or committee member. |
| (18) | The Board, or any committee appointed by it, may decide any question or pass any resolution telephonically, electronically, virtually or by the submission by electronic mail, as the case may be, of a proposal in writing couched in identical terms, and a written minute of any such telephonic, electronic or virtual decision verified as such by the signature of the Chairman of the Board or the committee, or Chief Executive Officer as the case may be, or the signed acceptance of such proposal by a majority of such Directors or committee members shall be deemed to be a decision taken at a duly constituted meeting and shall be recorded as such in the minutes of the next meeting of the Boar d or of the committee. |
| (19) | The Board or a committee may further pass a resolution without a Board meeting being held if at least 75% of the Directors or committee members entitled to vote on the resolution sign a document or electronically reply or vote and the reply or vote contains a statement that they are in favour of the resolution set out in the document. The round-robin resolution is passed when the last Director signs, replies or votes in favour of the resolution. For purpose of such resolution, separate copies of a document may be used for signing, replying or voting by Directors if the wording of the resolution and statement is identical in each copy, other means of communication including but not limited to intranet, internet, e-mail, or cell phone text message such as sms or Whatsapp may also be used as determined by the Chairman or in his/her absence the Vice-Chairman. Any document referred to in this article may be in the form of an electronic transmission. The minutes of Board or committee meeting must be recorded that a meeting was held in accordance with this article. |
[Clause 13(19) substituted by section 10 of Constitution of Board Notice 567, GG50164, dated 23 February 2024]
| (20) | The Board shall be solely responsible for the appointment of a Chief Executive Officer and such other executives as it sees fit to provide support for the Chief Executive Officer to the Council and all other paid employees, including officers and inspectors and shall adopt rules regulating their duties and conditions of service, and may in its discretion vary such rules and terminate such appointments in accordance with the Labour Relations Act 66 of 1995, as amended and any other labour laws applicable. |
[Clause 13 substituted by section 1 of Constitution of Board Notice 223, GG46000, dated 04 March 2022]