Constitution
Constitution

 

THE SOUTH AFRICAN ASSOCIATION OF NUMISMATIC DEALERS

 

CONSTITUTION

 

INDEX

1.  The Association – Description.

 

2.  Objects of the Association.

 

3.  Classes and Qualifications for Members.

 

3.1  Class of Membership

1. Member Firms

2. Candidate Member Firms

3. Affiliate Members

4. Honorary Life Members

5. Honorary Corporate members

3.2  Qualifications for Membership

1.    Member Firms

2.   Candidate Member Firms

3.   Affiliate Members

4.  Honorary Life Members

 

4.  Membership Application and Election Procedure

4.1 Application Procedure

4.2 to 4.9  Election Procedure

 

5.  Rules of Membership

5.1   Adherence to Constitution

5.2  Founder Members

5.3  Rights and Obligations of Membership

1.  Member Firms

2.  Candidate Member Firms

3.  Affiliate Members

4.  Honorary Life Members

5.4  Delinquent Members

1.  Termination of Membership

2.  Suspension of Membership

3.  Disciplinary Procedures

5.5  Grounds for Termination or Suspension

 

6.  Change of Ownership of a Member Firm

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7.  The Organs of the Association

7.1  The General Assembly

7.2  The Executive Committee

7.3  The Disciplinary Committee

 

8.   The General Assembly

8.1  Attendance, Eligibility and Voting Rights

8.2  Meetings Calendar

8.3  Notice of Meetings and Agenda (at A.G.M’s)

8.4  Quorum at Meetings

8.5  Voting

8.6  Business at Ordinary Meetings

 

9.   The Executive Committee

9.1  Committee Powers and Responsibilities

9.2  Committee Composition

9.3  Meetings Calendar

9.4  Notice of Meetings and Agenda

9.5  Minutes

9.6  Quorum

9.7  Voting

9.8  Co-opting Members

 

10.  Finances of the Association

10.1  Accounting Records

10.2  Financial Year

10.3  Audited Annual Financial Statements

10.4  Cash, Assets and Liabilities Management

 

11.  General

11.1  Change of Name, Ownership or Management – Notification

11.2  Resignations from Membership – Notification

11.3  Dissolution of SAAND

11.4  SAAND a Non-Profit Organisation

 

 

THE SOUTH AFRICAN ASSOCIATION OF NUMISMATIC DEALERS

 

CONSTITUTION

 

1.         The Association

 

1.1         The Association shall be known as The South African Association of Numismatic Dealers, hereinafter referred to as “SAAND”.

1.2         SAAND is a non-profit making association.

1.3         SAAND will be based in and operate from Johannesburg.

1.4         SAAND is neutral from both political and confessional points of view.

1.5         SAAND full voting membership is comprised of Numismatic Dealing Firms and Numismatic Dealing Departments of other commercial organisations, herein after referred to as “Member Firms”.  Qualification for membership and classes of membership are detailed under Section 3 of this Constitution.

1.6         SAAND has as its principal objective “The co-ordination, furtherance and promotion of the development of the Numismatic trade in South Africa, encouragement of related scientific research and the building of constructive relationships with professional numismatists internationally”.  This clause to be read in conjunction with the detailed objects clauses enumerated in Section 2 of this Constitution.

 

2.         Objects of The Association

To be read in conjunction with Clause 1.6

 

2.1         That SAAND members maintain the highest standards of efficiency and integrity within the Numismatic trade.

2.2         That SAAND members guarantee the authenticity of all items offered for sale.

2.3         That SAAND will promote and protect the professional interests and reputation of all its members.

2.4         That SAAND will collect and circulate information of interest or any other related issues to its members.

 

2.5         That SAAND will promote just and ethical practices within the Numismatic trade and will take all possible action to eliminate malpractices.

2.6         That SAAND will promote, support or oppose any legislative or other measures affecting the Numismatic trade.

 

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2.7         That SAAND will use its best endeavours to promote the settlement of disputes, whether between its members or between a member and his client.  Such involvement by SAAND may be by mediation or arbitration.

2.8         That SAAND will sponsor or organise or assist in the organisation of exhibitions, seminars and lectures in the general field of Numismatics.

2.9         That SAAND will co-operate with any other society or association concerned with the advancement of Numismatics or in the general interest of the Numismatic trade.

2.10      That SAAND will establish and strictly maintain a “Code of Ethics”, which shall be binding upon all members.  The Code of Ethics shall form an integral part of the Constitution and is detailed in Annexure “A” hereto.

 

3.         Classes and Qualifications for Membership

 

3.1         Classes of Membership:

3.1.1     Member Firms

Have Full voting rights and comprises of a Numismatic firm dealing in the Numismatic trade and is subject to meeting the requirements enumerated in Clause 3.2.1.

3.1.2     Candidate Member Firms

Have no voting rights and comprises of a Numismatic firm that has not yet me the requirements for membership enumerated in Clause 3.2.1.

3.1.3     Honorary Corporate Members

Have no voting rights and comprises of organisations involved in a Numismatic activity (professional, scientific or commercial) which are considered to be beneficial to SAAND.

3.1.4     Honorary Life Members

Have no voting rights and comprises of persons having rendered outstanding service in the field of Numismatics in general and SAAND in particular.

3.1.5     Founder Members

Comprises of Member firms that were involved or instrumental in the founding of the Association.

 

 

3.2         Qualifications for Membership

3.2.1     Member Firms

In order to be admitted to membership, applicants must satisfy the following requirements:

a)            Have been established in business as Numismatic dealers for at least four years and to have carried on the business honourably for a least that period.

 

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b)            Submit the names and relevant details of directors and/or managers and/or employees who are engaged in full time activity in the firm.

c)            Have proof of their Numismatic knowledge by submitting copies of:  Price lists, catalogues, publications and articles, books, etc.

d)            If the Executive Committee, at its sole discretion, considers any of the information disclosed in Clause 3.2.1. (A to C) above not to be satisfactory, it has the right to further investigation or reject the application.

e)            The Executive Committee has the right to accept an application for membership despite non-compliance with any of the requirements of Clause 3.2.1. (A to C).

f)             The Applicant must be registered for V.A.T.

g)            The Applicant must be able to supply a valid Tax clearance certificate from SARS.

h)           The Applicant must be able to supply a valid police clearance certificate.

i)             The Applicant must have registered business premises that can be inspected if necessary.

j)             The Applicant must be prepared to comply with the “Second-Hand Goods Act 2009, (Act No: 6 2009)

k)            The Applicant must be registered or be prepared to register with the Financial Intelligence Centre as a dealer and comply with the Financial Intelligence Centre Act. 38 of 2001 and the Financial Intelligence Centre Amendment Act. 11 of 2008.

 

3.2.2.   Candidate Member Firms

Should an applicant firm not fully meet the qualifications enumerated in Clause 3.2.1 (A to C), but is considered by the Executive Committee to be potentially a worthy full member of SAAND, then such applicant may be admitted as a Candidate Member Firm.  Such membership remains provisional for a period of two years, at which time full membership will be considered by the Executive Committee, whose decision in this regard is final.

 

3.2.3     Honorary Corporate Members

Persons or organisations may be elected as an Affiliate Member, if that person or organisation is actively involved, wholly or party in a professional, scientific or commercial numismatic activity, which is considered by the Executive Committee to be beneficial to SAAND.

 

3.2.4     Honorary Life Members

A person who in the simple majority opinion of the members in Annual General Assembly has rendered outstanding service in the field of Numismatics in general and to SAAND in particular, shall be elected an Honorary Life Member.

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4         Membership Application and Election Procedures

 

4.1            All applications for full membership shall:

4.1.1     Be completed in full with no omissions.

4.1.2     Be both proposed and seconded by two member firms in good standing.

4.1.3     Submit duly completed application forms to the Secretary of SAAND.

 

4.2     The Secretary shall table all new applications at the next    Executive Committee meeting.

4.3     All new applications shall be considered by the Executive Committee in terms of Clause 3.2.1. (A to C) of this Constitution.

4.4     An Interim ruling on the relevant class of membership shall be made b the Executive Committee and this ruling together with the relevant details shall be circulated o all existing full member firms for discussion and comment a the next General Assembly meeting of SAAND.

4.5     The Executive Committee, having duly noted all related comments and issues raised at the General Assembly meeting, shall make the final decision on all membership applications as to class of membership or rejection of application.

4.6     SAAND or its Executive Committee is under no obligation to disclose reasons for membership application decisions.

4.7     Proposals, nominations or recommendations for persons or organisations considered to be acceptable potential Affiliate Members should be submitted in writing to the Secretary for consideration by the Executive Committee.  An interim ruling on acceptance as an Affiliate Member will then be circulated to all existing Full Member firms for discussion and comment at the next General Assembly meeting of SAAND.

4.8     The Executive Committee, having duly noted all related comments and opinions raised at the General Assembly meeting, shall make the final decision on all elections for Affiliate Membership.

4.9     All proposals, nominations or recommendations for persons considered to qualify to be accorded the status of and Honorary Life Member of SAAND, in terms of Clause 3.2.4. of the Constitution, shall be submitted in writing to the Secretary not less than one calendar month before the scheduled date of an Annual General Assembly meeting, which proposal or nomination shall include full details of justification for such nomination.

 

5.         Rules of Membership

 

5.1         All classes of membership are irrevocably bound by the structures of this constitution, namely and specifically:

5.1.1     Are committed to adhering to and supporting the objects of the Association enumerated in Clause 2 of the Constitution.

5.1.2     Are committed to adhering to and supporting the Code of Ethics of the Association enumerated in Annexure A to the Constitution.

5.1.3     Are committed to adhering to and supporting all other Clauses in this Constitution.

 

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5.2         Included in the class of membership for Full Member Firms are a number of Member Firms who were involved in and with SAAND

at its inception as an Association.  This group of Member Firms are accorded the title of “Founder Members”.  Other than the right to use the title “Founder Member” on all relevant business stationery (invoices, letterheads, business cards, adverts, brochures, etc) no other special rights or privileges vest in Founder Members.

 

5.3         Rights and Obligations of Membership.

5.3.1.   Member Firms:

a)            Pay the stipulated entrance fee and annually the membership fee, determined from time to time at Annual General Assembly meetings.

b)            May attend all meetings of the General Assembly, where more than one representative of the Member Firm may attend.

c)            Each member firm has only one vote at meetings of the General Assembly,

d)            May use SAAND’s logo on all relevant business stationery as specified in Annexure B to this Constitution.

e)            Are bound in terms of Clause 5.1.

5.3.2.   Candidate Member Firms:

a)            Pay the stipulated entrance fee and annually the membership fee, determined from time to time at Annual General Assembly meetings.

b)            May attend all meetings of the General Assembly, where more than one representative of the Candidate Member Firm may attend.

c)            Candidate Member Firms have no voting rights at the General Assembly meetings.

d)            Candidate Member Firms have the right to have their provisional membership status reviewed after the two year probationary period by the Executive Committee.

e)            May use SAAND’s logo with the words “Candidate Member” on all relevant business stationery as specified in Annexure B to this Constitution.

f)             Are bound in terms of Clause 5.1.

5.3.3.   Honorary Corporate Members:

a)            Are not liable for entrance fees, or for annual membership fees.

b)            May attend all meetings of the General Assembly, where more that one representative may attend.

c)            Have no voting rights at General Assembly meetings.

d)            May use SAAND’s logo with the words “Honorary Corporate Member” on all relevant business stationery as specified in Annexure B to this Constitution.

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5.3.4.   Honorary Life Members:

a)            Are not liable for entrance fees or for annual membership fees.

b)            May attend all meetings of the General Assembly meetings.

c)            Have no voting rights at General Assembly meetings.

d)            May use SAAND’s logo with the words “Honorary Life Member” on all personal stationery such as business cards, as specified in Annexure B to this Constitution.

5.4         Delinquent Members.

The Executive Committee has the right to deal with delinquent members in any of the following manners:

5.4.1     Termination of Membership.

May be applied without giving notice.  The delinquent member has the right to appeal this decision, which appeal is to be heard by the Chairman of SAAND, plus two members of the General Assembly who are not members of the Executive committee.  Their decision is final.

5.4.2     Suspension of Membership.

May be applied without giving notice, arising from circumstances that require further investigation.  Such investigation, initiated by the Executive Committee should be completed within three months of the suspension.

5.4.3     Disciplinary Procedures.

Should the transgression by the member be considered not sufficiently serious for termination or suspension, then that member may be subjected to a disciplinary hearing, to be conducted by the Chairman of SAAND, plus two members of the General Assembly who are not members of the Executive Committee.

5.5         Grounds for Termination or Suspension.

Membership may be terminated or suspended by the Executive Committee under the following circumstances:

5.5.1     Failure to adhere to or support the Code of Ethics enumerated in Annexure B to this constitution.

5.5.2     Failure to adhere to or support the objects of SAAND enumerated in Clause 2 of this Constitution.

5.5.3     Abuse or misuse of the right to display the logo of SAAND as specified in Annexure B to this Constitution.

5.5.4     Bringing the good name of SAAND, or any of its members into disrepute.

5.5.5     The sequestration of the member firm or its numismatic dealing business.

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5.5.6     A Member Firm or its Numismatic dealing business being placed in liquidation, both voluntary or final.

5.5.7     A Member Firm or its numismatic dealing business being placed under judicial management.

5.5.8     A Member Firm or any of its senior staff being the subject of a criminal conviction.

5.5.9     A Member Firm who has failed to pay membership fees to SAAND and remains delinquent on this subject for a period exceeding 120 days.

 

 

  1. Change of Ownership of Member Firm

6.1         If the Member Firm or its Numismatic department is continued under the direction of a professional Numismatist previously employed by the firm for four years, no change in the membership status of the firm arises.

6.2         If the Member Firm or its Numismatic department is taken over by a firm which is already a member of SAAND, and who ensures the continuing management of the firm acquired, no change to the acquired firm’s membership status will arise, provided that the acquired firm continues to operate under its original name and from premises separate from that of the acquiring Member Firm.

6.3         If the family of the former owner of the Member Firm takes over management and/or ownership of the Firm, Clause 3.2 “Qualifications for Membership” will apply for due consideration by the Executive Committee.

6.4         If the Member Firm is taken over by a person or organisation not an existing member of SAAND, then Clause 3.2 “Qualifications for Membership” will apply. In this instance, should the original owner of the Member Firm so acquired remain in the Firm in a mentorship role for a period of not less than one year, then the Executive Committee will at its sole discretion make a ruling on the acquired Firm’s membership status in terms of Clause 3.2 “Qualifications for Membership”.

6.5         All the terms of this Clause 6 will apply if a change of ownership occur in a Candidate Member Firm.

 

  1. The Organs of SAAND

 

7.1         The General Assembly.

7.2         The Executive Committee.

7.3         The Disciplinary Committee.

 

  1. The General Assembly

 

8.1         Attendance eligibility and voting rights.  The members of the General Assembly who are entitled to attend all meetings:

 

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8.1.1     Member Firms                      :  Have full voting rights.

:  Entitled to one vote per firm.

8.1.2.  Candidate Member Firms  :  Have no voting rights.

8.1.3   Affiliate Members                 :  Have no voting rights.

8.1.4.  Honorary Life Members      :  Have no voting rights.

8.2       Meetings of the General Assembly will be convened quarterly over the year.  The first General Assembly meeting after the financial year end of SAAND shall be the Annual General Meeting.  Extraordinary General Assembly meetings may be convened at the request of at least five Member Firms, or at the request of the President and two members of the Executive Committee.

8.3       Notice of Meeting and Agenda.

Notice calling a meeting of the General Assembly shall be initiated by the Executive Committee, shall be communicated to all eligible members in writing not less than three weeks before the meeting date, and shall include the proposed meeting agenda.  The agenda for Annual General Assembly meetings shall include but not limited to:

–               consideration and approval of the audited Annual Financial Statements.

–               consideration and approval of minutes of previous A.G.M.

–               consideration and approval of committee reports.

–               Determination of membership fees, both entrance and annual.

–               Approval of Auditors Remuneration.

–               election, every two years, of an Executive Committee comprising of the Association’s President, a Vice-President, a Secretary, a Treasurer, and three other members (optional).

–               Consideration, comment and recommendation to the Executive Committee on all matters relating to membership, including new applications, existing member delinquencies, status changes, resignations and general problems.

The agenda for an Extraordinary General Assembly meeting called for a specific purpose, will be limited to that specific purpose only.

8.4         The decisions of the General Assembly are legally binding if at least on third of the membership in good standing is present.

8.5         Decisions are taken by a simple majority of eligible votes.  In the event of a tie, the President has a casting vote.  A member present may request that a secret vote be held, on which request the President’s decision is final.

8.6         All other meetings of the General Assembly shall be held for the purpose of the updating of members on current circumstances, events, development, problems and threats, in the Numismatic

 

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trade.  The Executive Committee shall table all matters relating        to membership, both new applications and existing member   circumstances.

 

  1. The Executive Committee

 

9.1         Is elected by the General Assembly at an Annual General meeting to hold office for a two year period.  This Committee is responsible for all Executive and Administrative functions of SAAND including, but not limited to:

–               Administering the processes detailed in Clauses 3.2 and 4 of this Constitution regarding membership applications and the election process.

–               Determining the result of a membership application and deciding upon relevant status of an application in terms of Clause 3.2 of this Constitution.

–               Monitoring the conduct of members of SAAND in terms of Clause 5 of the Constitution (“Rules of Membership”) and in terms of SAAND’s “Code of Ethics” enumerated in Annexure A to this Constitution.

–               Administering and monitoring the finances of SAAND, including its accounting records, bank accounts and all of its other assets and liabilities.

–               Representing SAAND in related dealings with the government authorities, the S.A. Mint, other organisations and various Numismatic bodies and societies.

–               Reporting back to the General Assembly of SAAND on all matters covered in this Clause 9.1.

9.2         The Executive Committee shall comprise of:

The President

The Vice-President

The Secretary

The Treasurer

And up to three other Members

All office bearers within SAAND undertake their appointed responsibilities on an Honorary basis and do so for a two year period.  Retiring members can be re-elected.

9.3.        The Executive Committee shall meet once every two months.  This may be varied with full consensus of all Committee Members.

9.4.        Notice of meeting to be held shall be initiated by the Chairman and distributed by the Secretary, giving not less than 14 days notice.  An agenda for the meeting should accompany the notice.

9.5.        Minutes of the preceding meeting should be tabled at the Executive meetings.

9.6.        The quorum required at a meeting of the Executive Committee, shall be four members.

 

 

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9.7.        Voting on all relevant matters shall be by a show of hands, with a simple majority prevailing.  The Chairman’s casting vote will decide a tie.

9.8.        The Committee has the right to co-opt additional interim members in the event of vacancies arising.

 

  1. The Finances of the Association

 

10.1      The Treasurer is responsible for maintaining proper accounting records of the Association, including the finalisation of Annual Financial Statements for audit by the Association’s auditors.

10.2      The Financial year of SAAND will commence on 1 January and end on 31 December of each year.

10.3      Audited financial statements.  Approved by the Executive Committee will be ready for the first General Assembly (AGM) meeting of the new year.

10.4      The Executive Committee is responsible for proper cash management in SAAND and in so doing must maintain a managed bank account, with due care being taken of debtor amounts outstanding to SAAND and creditor amounts owing by SAAND. All cheques drawn on SAAND’s bank account must be signed by two Executive Committee members, all electronic payments must be covered by two nominated authorisations of Executive Committee members.

 

  1. General

 

11.1      Any change in the name, ownership or management of a Member Firm must be notified to both the President and the Secretary in writing within 10 days of such an event.

11.2      All resignations from any class of membership of SAAND must be notified to the Secretary of the Association in writing.  Resignations cannot be accepted until the fulfilment by the member of all obligations to the Association.

 

11.3    Dissolution of SAAND

Should it be deemed necessary to dissolve or wind-up SAAND, this decision can only be taken and proceeded with under the following circumstances:

–               A decision taken and a resolution passed by not less than two thirds of the Member Firms of SAAND at an Extraordinary General Assembly called for this specific purpose.

–               That the resultant Net distributable assets of SAAND be donated to a “like” organisation having a similar objective to that specified in Clause 1.6 of this constitution.

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11.3.1  It is recognised that as a non-profit organisation (in terms of Clause 1.2), members of SAAND have no claim upon or right to a distribution of assets in the event of a dissolution.  A “like” organisation in term of Clause 11.3 may well be a Museum or Numismatically involved research body or society.

 

 

SAAND CONSTITUTION  –  ANNEXURE “A”

 

 

 

A)        Each Member undertakes to abide by this Code of Ethics.

 

B)        Each Member undertakes to act upon and carry out the objects of the Association.

 

C)        Each Member undertakes to submit to all obligations enumerated in the Constitution.

 

D)        Each Member agrees to conduct his business dealings in a manner that will bring no discredit to SAAND.

 

E)        Each Member undertakes not to impair the reputation of any other member of SAAND.

 

F)       Each Member undertakes to conduct all business dealings on the highest level of honesty, morality, fairness and justice.

 

G)        Each Member agrees to neither buy nor sell Numismatic items of which the ownership in questionable.

 

H)        Each Member undertakes to timeously correct any error made in any         transaction.

 

I)          Each Member guarantees the authenticity of all items sold.

 

J)         Each Member agrees to fulfil all verbal or written contracts entered into.

 

K)        Each Member undertakes to submit any dispute with another member of SAAND firstly to the Executive Committee for dispute resolution, before taking further necessary action.

 

L)         Any dispute arising at a bourse of function between members or between member and client, shall immediately be referred to an Executive Committee Member. Not less than three Executive Committee Members will consider and rule on the dispute.  Their decision is final and each member agrees to abide by such ruling.

M)        Each member undertakes to abide by and conduct all business dealings in the strictest accordance with national legislation applicable to operating a business in the Numismatic trade.

 

 

SAAND CONSTITUTIONANNEXURE “B”

 

 

SAAND LOGO AND DISTINCTION IN CLASSES OF USE PER MEMBERSHIP CLASS.

 

 

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