2nd DRAFT REVISED CONSTITUTION SOUTH AFRICAN BOERBOEL BREEDERS’ SOCIETY (SABBS)

Registered as a breeders society in terms of the provisions of the Animal Improvement Act,

No 62 of 1998, Registration Number 62/98/B-68

For release to SABBS members in conjunction with the 2nd Draft Revised Bylaws of the Constitution on 23 March 2015. Comments and proposals for consideration by the Steering Committee must reach the SABBS Office (office@sabbs.org) before 7 April 2015. Thereafter, 3rd revisions of both will be presented to SABBS members for voting and ratification by a general meeting of members during June/July at the latest.

Text in Times Roman Bold indicate the following amendments to the Original SABBS Constitution, as approved at the Special Annual General Meeting on 6 December 2014:
Amend the existing original SABBS Constitution to facilitate eligibility to vote at general meetings for all members.
Introduce electronic voting at general meetings for all members.
In choosing between a regional and functional SABBS Board structure, the members eligible to vote, voted for a regionally based model.
The Boerboel Breed Standard must be included in the main body of the SABBS Constitution so that it may be changed at a general meeting only.

DEFINITIONS

When used in this Constitution and associated Bylaws unless a contrary meaning is apparent from the context:

Act means the Animal Improvement Act, 1998 (Act No. 62 of 1998) or any subsequent legislation having similar objectives than the said Act, and includes the regulations promulgated in terms thereof.

Animal means a dog of the Boerboel breed registered or eligible for recording or registration in the Boerboel Database, and the words “dogs”, “whelp/whelps”, “dam/s”, “female/s” “bitch/bitches”, “male/s”, “dog/s” and “sire/s” have the same meaning.

Animal breeders society means a group of persons – registered in terms of Section 8(7)(a)(i) of the Act – promoting the breeding, recording or registration, the genetic improvement and the use of a kind of animal or an animal of a specified breed of such kind of animal; determining and applying breed standards; and recommending – in its sole discretion – the recording or registration of an animal or a specified breed of a kind of animal, bred in or imported into South Africa or another country.

Appraiser means a member of the Society – approved by the Board for training, and having passed prescribed theory and practical examinations to appraise dogs for registration as Boerboels in accordance with the Society’s Breed Standard. The appraiser categories are: apprentice appraiser, appraiser and senior appraiser.

Birth means the birth of a whelp.

Birth recording means the procedure whereby the birth of an animal is placed in the records of the Society’s Registering Authority.

Board means the Board of the Society, duly elected in terms of the Constitution.

Boerboel means a declared South African landrace dog, meeting all the requirements of the Breed Standard and other conditions determined by the Society for registration as a Boerboel.

Breed means a population of animals, producing uniformity in breed standard and performance.

Breeder means the registered owner of a breeding female at the time of natural or artificial conception, or at the birth of the progeny.

Breed Standard means a written set of phenotypic and/or genotypic standards determined and applied in terms of this Constitution to provide for the breeding, identification and promotion of genetically superior animals.

Buyer means the person or persons to whom ownership/joint ownership of an animal is transferred by the owner of such an animal.

Constitution means the Constitution (inclusive of the Bylaws) of the Society.

Department means the Department of Agriculture, Forestry and Fisheries of South Africa.

Database – see Boerboel Database.

Head Office is the physical and official address of the head quarters of the Society for the official receipt and despatch of correspondence, formal notices and documents from and to the Society by members, government and financial institutions, service providers, and other relevant parties.

Landrace means a specific breed of a kind of animal indigenous to, or developed in South Africa.

Members means all natural persons or registered entities eligible for membership of the Society, who are in good standing according to the records of the Society.

Minister means the Minister responsible for the Department of Agriculture, Forestry and Fisheries in South Africa.

Office bearer means a person elected by the members, or appointed or co-opted to the Board or a standing committee to a specific position within the Society, and who has agreed to accept specific responsibilities during his term of office.
Official means a person appointed to a specific position by any institution or organisation – including the Society – in (a) a permanent salaried capacity; or (b) a person qualified and appointed as an appraiser of Boerboel dogs; or (c) a person selected to act ad hoc as an official at a show, or to assist with the organising of events under the auspices of the Society

Owner means the person who legally owns an animal, and is entitled to have it recorded or registered in his name.

Polling officer means an independent person designated by the Board to manage the voting process for general meetings.

Registering means the procedure of registering an animal in the Boerboel Database by the Society’s Registering Authority.

Registering Authority means a body registered in terms of Section 8 (7)(a)(ii) of the Animal Improvement Act, and appointed by the Society to record and register animals on its behalf in the Boerboel Database.

Registers means the registers determined by the Society for the recording and registration of dogs in the Boerboel Database to indicate their registration status.

Registrar means the officer designated as Registrar of Animal Improvement in terms of the Act.

Secretary means a person appointed by the Board to work in a fulltime and salaried capacity in the Head Office of the Society in South Africa to execute administrative financial and management functions in support of the Board and members, as defined in the job description for this position.

Seller means the person or persons being the owner/co-owner(s) of an animal according to the records of the Society or, in the case of an imported animal, the owner in the country of origin who disposes of such an animal;

Semen collector means a person who collects, evaluates, processes, packs or stores semen, or who carries out the artificial insemination of an animal, and who is registered as such in terms of Section 8(6)(a) of the Act in respect of the kind of animal for which he has completed the prescribed course of instruction.

Society means the South African Boerboel Breeders’ Society (SABBS).

Boerboel Database means the database kept by the Registering Authority through and for the Society to record the details of all animals to be accepted in specific registers, and in terms of the requirements of the Constitution of the Society and the Animal Improvement Act.

Other words, abbreviations and phrases in this Constitution, not defined above shall, unless a contrary meaning clearly appears from the context, have the same meaning assigned thereto in the Act.

In this Constitution, unless the contrary intention appears clearly from the context, words referring to persons in the masculine gender shall include females; words in the singular shall include the plural; and words in the plural shall include the singular.

LATIN WORDS – MEANINGS

bona fide: in good faith

en route: on, or along the way

ex officio: by virtue of their office

mutatis mutandis: the necessary changes

in absentia: not present

inter alia: among other things

in utero: within the womb

1. NAME OF THE SOCIETY

The name of the Society is the South African Boerboel Breeders’ Society (SABBS), subsequently referred to as the Society, which was registered in terms of the Animal Improvement Act, 1998 (Act No. 62 of 1998) on 10 April 2012, Registration No. 62/98/B-68.

2. Objectives

Subject to the provisions of the South African law, the Animal Improvement Act and this Constitution, the objectives of the Society shall be:
a) to encourage and promote the breeding and genetic improvement of the Boerboel breed worldwide;
b) to strive for unimpaired purity of the Boerboel breed and to promote the interests and public image of the breed by all possible and suitable means;
c) to ensure the accuracy of all records of pedigrees, performance, ownership and other particulars of all dogs registered or eligible for registration as Boerboels with the Society;
d) to compile and maintain a minimum Breed Standard and other minimum standards as a prerequisite for the registration of Boerboels, appraisal for conformation in respect of functional efficiency and other testing and evaluation standards, as determined from time to time.
e) to encourage the expansion of the Boerboel breed by means of information and educational and promotional programmes, and training courses;
f) to safeguard and advance the interests of the Boerboel breed and members of the Society, and generally to give effect to the objectives contemplated by the Act.

3. Boerboel Breed Standard

3.1. BREED STANDARD CRITERIA

The Breed Standard is a guideline which describes the ideal characteristics, temperament and appearance of the breed and ensures that the breed is fit for function. The aim of this Breed Standard is to provide guidelines to breeders, appraisers and judges, who should at all times be vigilant to avoid obvious conditions or excessiveness, that would be detrimental in any way to the health, welfare or absolute soundness of the Boerboel.

Type, conformation, functional efficiency, mentality and composure are equally important in the evaluation of the Boerboel as a whole. The protective character of the breed is evident, as well as its impressive demeanour, good temperament, controllability and mobility.

Although the Boerboel has become a popular breed internationally, the centre for breed specific knowledge remains in South Africa, as this is where its character is embedded.

Faults: Any departure from the Breed Standard shall be considered a fault and the seriousness with which the fault shall be regarded, shall be in exact proportion to the degree and its effect on the health and welfare of the dog.

Disqualification: Any serious deviations and/or combinations of deviations from the Breed Standard that may affect the dog’s health and/or performance negatively shall lead to disqualification at the discretion of the senior appraiser. (Refer to 3.3: Disqualification).

3.1.1 TEMPERAMENT AND CHARACTER

The Boerboel is:
a) manageable, reliable, obedient, trainable and intelligent;
b) self-confident and fearless;
c) a dog with a strong protective instinct and loyal to members of the family;
d) shows courage when threatened;
e) steadfast and calm, with a balanced and confident nature when approached and
f) a dog requiring training and firm handling from an early age.

3.1.2 GENERAL APPEARANCE
The Boerboel is:
a) a large dog with a strong-boned structure;
b) perfectly balanced within the desired proportions for the breed. The main structural components of the dog should show acceptable proportions to each other. The body is approximately 10 – 15% longer than the height (at the withers) and is measured horizontally, from the prosternum (breastbone) to a vertical line at the rear of the rump;
c) a dog with prominent and well-developed musculature;
d) impressive and imposing in appearance, created by a combination of conformation, carriage, confidence and powerful, buoyant and unencumbered movement – notwithstanding its size.
e) Males are distinctly masculine, larger and more heavily built with stronger bone, while females are distinctly feminine, but without weakness of substance or structure. Sexual dimorphism must be clearly evident.
f) The ideal height of a male is 66 cm but not lower than 60 cm.
g) The ideal height of a female is 61 cm but not lower than 55 cm.
h) Height must always be in relation to mass (minimum of 1:1 and a maximum of about 1:1.25), overall balance and conformation of major body components.

3.1.3 HEAD

The shape and size of the head is a typical feature of the breed. The head
a) is large and typically Boerboel with no signs of another breed, and in proportion with the rest of the body components;
b) circumference equals the height to the withers (upper point of scapula);
c) is short, broad, deep, cubed, muscular and has well-filled cheeks.
Head characteristics are quantifiable in terms of:

3.1.3.1 Skull
a) The skull is large, well-muscled and cubed in appearance.
b) The width of the skull is equal to the length thereof.
c) The length of the roof of the skull (measured from the middle of the eye to the end of the occiput) must be relative to the length of the nasal bone in a relation of 1:1 to a maximum of 1:1.5.
d) The plateau is wide and flat with prominent musculature.
e) When the dog is alert, the upper level between the ears appears flat.

3.1.3.2 Face
a) The face gradually blends with the scull.
b) The face may be with or without a black mask.

3.1.3.3 Ears

The ears are defined by:
a) Setting:
i. The earflaps are set high and wide.
ii. The earflaps are carried close to the head.
iii. When attentive, the top of the earflaps must form a straight line with the plateau.
b) Shape:
i. Obviously V-shaped;
ii. no creases and
iii. a broad base.
c) Size:
i. The earflaps are medium sized and in proportion to the head.
ii. The bottom edge of the earflap is in line with the dentition.

3.1.3.4 Eyes

The eyes are defined by:
a) Size and setting:
i. Medium sized, rounded, forward facing, and widely spaced;
ii. set on the same horizontal level and
iii. not protruding, slanted or deep set.
b) Eyelids:
i. Firm, well pigmented;
ii. no structural deviations such as entropion, ectropion, disticiasis or signs of surgical intervention.
iii. The third eyelid (haw) should not be visible.
c) Colour:

The colour of the eye is any shade of yellow or brown, and preferably darker than the lightest shade of the pelt.

3.1.3.5 Stop
a) The stop is visible, but not prominent/pronounced or absent.
b) The section between the eyes is well filled.

3.1.3.6
Nasal bone (Muzzle)

The nasal bone is defined by:
a) Shape:
i. Deep, broad, cubed shaped, and tapers slightly towards the front, but not snipey.
ii. Straight and parallel to the line of the cranial roof.
iii. Well attached and filled below the eyes.
iv. The nostrils are large and widely spaced.
b) Width and depth:
i. The width is almost equal to its length.
ii. The depth should equal the length.
c) Length:

The nasal bone is in proportion to the head, and measures approximately a third of the total length of the head, i.e. approximately 10 cm for a male of 66 cm and 8 cm for a female of 61 cm. (Refer to 3.1.3 above.)
d) Pigmentation:

The nose leather is black.

3.1.3.7 Lips
a) The upper lip (under the nose) covers the top of the bottom lip.
b) The upper lip does not extend below the underline of the lower jaw.
c) The bottom lip is moderately tight (not too loose and fleshy), without open or excessive lip.

3.1.3.8 Teeth
a) Dentition is complete.
b) Teeth are correctly spaced.
c) Teeth are ideally in a scissor bite.

3.1.3.9 Jaws

The jaws are strong, deep and broad and taper slightly towards the front.

3.1.4 NECK
The neck is defined by:
a) Shape:
i. Forms a unit with the head and the shoulders;
ii. muscular and ideally with a discernible crest.
b) Length:

The neck is of medium length and in proportion to the rest of the dog. The length equals about 1/3 of the height at the withers.
c) Scruff and dewlap:
i. The scruff is loose.
ii. The dewlap is noticeable and loose from under the chin.
iii. The dewlap becomes taut between the front legs.

3.1.5 FOREQUARTER
The forequarter is well muscled and correctly angulated from the well-sloped shoulder blade down to the elbow at an angle of 90°.
The forequarter characteristics are quantifiable in terms of:

3.1.5.1 Chest

The chest is:
a) strong, muscular and broad;
b) well pronounced and placed deep between the front legs with good volume;
c) the point of the prosternum is level with the point of the shoulder.

3.1.5.2 Shoulders

The shoulder blades are well attached with an approximate 70 mm space in between.

3.1.5.3 Elbows
a) The elbows are stable, parallel to and carried close to the body when in a stationary position and during movement, not limiting the optimal volume of the centre piece/torso.
b) The height of the elbows is equal to ½ of the height at the withers.

3.1.5.4 Front legs

The front legs:
a) have a substantive bone structure;
b) are thick, strong and sturdy;
c) have a well-defined musculature on the in- and outside of the upper parts and
d) are vertical, as seen from the front and the side.

3.1.5.5 Pasterns

The front pasterns are:
a) short, strong and of adequate girth as seen from the front and the side and
b) are a vertical extension of the front legs as seen from both the front and the side, but slanting forward at a slight angle.

3.1.5.6 Front paws

The front paws are defined by:
a) Size:
The front paws are large in circumference.
b)Shape:
i. Well padded, ball shaped and tight;
ii. strong, curved, with dark pigmented toenails.
c) Tread:

The front paws point and tread straight forward.

3.1.6 CENTRE PIECE

The centre piece (torso) must be of adequate width and depth with a level, straight top line and a slight abdominal tuck-up. The length of the chest, loin and croup (rump) is approximately proportioned (2:1:1).
The centre piece characteristics are quantifiable in terms of:

3.1.6.1 Ribcage

The ribcage (the area from the first chest vertebrae to the last rib bone)
a) is well-sprung with a deep, rounded brisket;
b) must ideally have a length proportion of 2:1 to the loin;
c) the depth is equal to ½ the total height of the dog at the withers, descending slightly below the elbow;
d) is filled behind the shoulder blades.

3.1.6.2 Back

The back (from a point behind the top of the scapula to the last rib bone) is:
a) broad;
b) flat;
c) straight and
d) well muscled.

3.1.6.3 Loin
The loin (from the last rib bone to the front of the primary thigh) is:
a) of adequate depth (slightly less than the length of the loin);
b) short (ideally ⅓ of total torso length);
c) wide and flat when seen from the top;
d) strong and muscular and
e) moderately tucked up.

3.1.6.4 Top line
a) The top line (from a point behind the top of the scapula to the beginning of the croup) is straight without any deviations.
b) A very slight, non-flexible dip just behind the shoulders is normal.

3.1.7 HINDQUARTER

The hindquarter is broad, of substantive depth, well muscled, in proportion to the rest of the dog and correctly angulated.

The hindquarter characteristics are quantifiable in terms of:

3.1.7.1 Croup

The croup is:
a) broad, strong/muscular;
b) correctly angulated at 23° – from the ilium to the ischium and
c) the height should not exceed the height at the withers.

3.1.7.2
Tail
a) The tail is a natural extension of the spinal cord; therefore it is set fairly high, of adequate girth and straight.
b) Docked tails should ideally be docked at the third caudal vertebrae, leading to an ideal adult tail length of about 8 cm.
c) Long tails are permissible and are sabre shaped and should reach approximately to the hocks when the dog is standing.

3.1.7.3 Primary/Upper thigh

The upper thighs are broad, deep and with well-developed muscular definition when viewed from the side and the rear.

3.1.7.4 Secondary/Lower thigh

The lower thighs are well developed and display adequate, visible musculature down to the hock.

3.1.7.5 Stifles (Knees)
a) The stifles are strong and firm.
b) The angulation between the femur, tibia and fibula must be approximately 110° as seen from the side.

3.1.7.6 Hocks
a) The hock joints are strong and stable;
b) correctly angulated (45°) as seen from the side and
c) parallel with each other when viewed from the rear.

3.1.7.7 Pasterns
a) The hind pasterns are relatively short, strong and of adequate girth.
b) When viewed from behind, they are parallel with one another.
c) When viewed from the side, they are vertical.
d) The front of the hind pastern is in line with the back of the haunch.
e) Dewclaws may be removed.

3.1.7.8 Hind paws
a) The hind paws are as the front paws but should be slightly smaller than the front paws.
b) The hind paws point and tread straight to the front.

3.1.8 SKIN
The skin is:
a) thick and loose, and
b) should show dark eumelanin pigmentation.
c) There are moderate wrinkles on the brow when the dog is attentive.

3.1.9 COAT

The coat is short, sleek and shiny with dense hair coverage.
The recognised colours are:
a) All shades of brown (tan, red) or fawn.
b) Solid black.
c) Brindle: a colour pattern with irregular apparent vertical lines of only black hair on a brown (tan, red) or fawn base colour.
d) Piebald: white spots on a brown (tan, red), fawn or brindle dog.
e) Irish: a brown (tan, red), fawn or brindle dog with a white blaze, a white chest that can extend to a white collar and white feet and legs.
f) All the colours and associated patterns should be accompanied by good pigmentation.
g) No other colours or colour patterns or tan markings are acceptable.
h) Undesirable colours are:
i. Excessive/large white areas in all colours are undesirable, and must be eliminated.
ii. More than a third white of the total body surface is undesirable as it may influence pigmentation.

(Definitions: “Undesirable” means: Not recommended, but acceptable. “Unacceptable” means: Disqualification)

3.2. ILLUSTRATED BREED STANDARD TERMINOLOGY
boerboel terminology

Body length measured from A (prosternum) – B (rear of the rump/croup)

Body height measured from C (withers) to the ground (D)

Forequarter: A – C

Centre piece: C – F

Loin: E – F

Back: C – E

Croup/Rump: F – G (tail setting)

1. Nose leather
2. Nasal bone (muzzle)
3. Stop
4. Cranial roof
5. Plateau
6. Ear
7. Muscular arch on neck
8. Withers (top of scapula)
9. Dewlap
10. Shoulder blade (scapula)
11. Shoulder joint (point of shoulder)
12. Upper front leg (humerus)
13. Elbow
14. Lower front leg (radius and ulna)
15. Front paws
16. Pastern joint
17. Front pastern
18. Tail
19. Ilium (point of hip)
20. Ischium (point of buttock)
21. Primary thigh
22. Femur
23. Knee (stifle)
24. Secondary thigh
25. Tibula and fibula
26. Hock
27. Hind pastern
28. Hind paws

3.3 DISQUALIFICATION

3.3.1 To gain comprehensive statistical and genetic data on all Boerboels, SABBS urges members to present all dogs for appraisal. Dogs that do not meet the minimum score at an appraisal and dogs that have been disqualified (for whatever reason) shall not be registered, but shall be recorded in the PET Register. (Refer to 3.3.3).

3.3.2 The senior appraiser has the discretion to disqualify a dog without the appraisal process having been followed through, in which case the fees paid shall be reimbursed. He shall also notify the Office providing reasons for the disqualification.

3.3.3 A dog that is disqualified because of aggression, timidity or was not fully developed at the time of appraisal, may again be brought forward for appraisal, provided that it has improved and/or matured.

3.3.4 The Society retains the right to disqualify and/or remove a specific dog from the database of which documentation presented proves to be fraudulent and/or incorrect.

3.3.5 Any serious deviations and/or combinations of deviations from the Breed Standard that affect the dog’s health/performance/functionality and/or mobility negatively are considered unacceptable and can lead to disqualification and/or the placing of breeding restrictions, at the discretion of a senior appraiser in order to retain breed integrity.

3.3.6 Traits that shall lead to disqualification are:
a) Any indication of another dog breed
b) Temperament

Any behavioural abnormalites, i.e.:
i. An overly agressive and/or uncontrollabe dog.
ii. A timid or insecure dog.
iii. A dog that bites its owner.
c) Size:
i. A dog not meeting the prescribed height.
ii. A dog with insufficient bone structure.
iii. A too petite dog.
iv. A too clumsy/unbalanced dog.
v. Unacceptable proportions of body components.
d) Head:
i. A head that is untypical Boerboel.
ii. A too small or nondescript head.
iii. Erect or semi-erect ears.
iv. Structural deviations of the eyes.
v. Any other colour than yellow or brown eyes.
vi. A nose leather that is not black.
vii. Execessive deviations of dentition.
viii. A narrow, too long or sharply pointed muzzle.
e) Body:
i. A chest that is too narrow.
ii. Bandy or crooked legs.
iii. A top line that is too hollow.
iv. A top line that is humpbacked.
v. A top line that is S-curved.
vi. Serious cow hocks.
vii. Serious sickle hocks.
viii. Absolute straight hind legs.
ix. Deformed spines.
x. Kinked, corkscrew, deformed or tightly curling tails.
f) Skin and pelt:
i. Long and/or curly hair.
ii. Excessive skin.
g) Colour:
i.Unacceptable colours and patterns in respect of the breed standard:

• Liver colour on any basic breed standard colour.

• Ticking on any basic breed standard colour.

• Split face on any basic breed standard colour.

• Dilute/ powder and solid blue colour dogs.

• Black-and-tan dogs.

• Coat colour of more than one-third white overall.

• Solid black with more than a white spot on the chest and white on the toes and paws.

• Tri-colour

• Any colours not part of the Breed Standard, to be voted on during the 2nd General Meeting.
ii. Insufficient pigmentation
h) Reproductive organs:
i. Males without two natural and well-developed testicles.
ii. Females with signs of vaginal hyperplasia or prolapse.
i) Mobility:
i. Clumsy or unbalanced movement.
ii. Any visible impairment that seriously affects mobility.
iii. Physical handicaps which are not the result of an earlier injury.

4. POWERS OF THE SOCIETY

4.1 Subject to the terms of the Constitution, the Society shall have the power to:
a) carry out such functions and perform such duties as are or may be imposed upon it by virtue of its incorporation in terms of the Act; and to
b) generally do all such acts as a body corporate may by law perform, and which the Society may deem necessary for the attainment of its objectives.

4.2 The Society has the right to:
a) carry on business;
b) participate in any profit-making activities.

4.3 However, the Society shall not:
a) participate in any profession or occupation carried on by any of its members, or provide any financial assistance, premises, continuous services, or facilities to members for the purpose of carrying on any business or occupation by them; and
b) have the power to carry on ordinary commercial trading operations, speculative transactions, dividend stripping activities as well as the letting of property on a systematic or regular basis.

5. MEMBERSHIP

Membership of the Society shall consist of the following categories of members:

5.1 ORDINARY MEMBERS

Persons, who are engaged, directly or indirectly, in the breeding of animals shall be eligible for membership of the Society as Ordinary Members who shall enjoy all the rights and privileges of membership, including the right to vote at any general meeting of the Society, and the right to be elected to the Council.

5.2 JUNIOR MEMBERS

Any person under the age of 18 years may become a Junior Member and participate in the activities of the Society on approval by the Board and payment of the prescribed fees, provided that his parents or guardians countersign the application and accept full responsibility for financial and other commitments on his behalf. A Junior Member may not vote at meetings, and is not eligible for election to the Board.

5.3 COMPANY, CLOSE CORPORATION, PARTNERSHIP OR BODY CORPORATE

5.3.1 A company, close corporation, partnership or body corporate applying for Ordinary Membership shall disclose to the Society such facts as may be necessary to determine the nature of the controlling interest therein. In addition to the requirements imposed in respect of all applications, the Secretary shall be provided with the name and address of the person who will act as representative at meetings of the Society. Such person shall have the right to nominate an alternate in writing. Such nomination must reach the Secretary not later than 20 (twenty) days prior to a general meeting at which such alternate will vote.

5.3.2 All communications addressed to such authorised representative referred to in Subclause 5.3.1 shall be deemed to be duly served upon the company, close corporation, partnership or body corporate. At all meetings at which such authorised representative is in attendance, such company, close corporation, partnership or body corporate shall be deemed to be duly represented.

5.3.3 The principal person so appointed to represent such company, close corporation, partnership or body corporate shall be eligible for election to the Board.

5.3.4 Should such company, close corporation, partnership or body corporate cease to comply with the requirements of Ordinary Membership as laid down in Subclause 5.1, its rights shall automatically be terminated, and the provisions of Subclause 5.3.5 shall mutatis mutandis apply in respect of such company, close corporation, partnership or body corporate.

5.3.5 The liquidation of a company or close corporation and the dissolution of a partnership or body corporate shall automatically result in the termination of its membership of the Society, provided that:
a) all amounts owing to the Society as on the date of liquidation or dissolution shall be recoverable by the Society from the liquidator of such company or closed corporation, or from the members (either jointly or severally) of such partnership or body corporate;
b) the liquidator of such company or close corporation and the members of such partnership or body corporate shall be obliged to discharge all the obligations of such company, close corporation, partnership or body corporate in respect of registration, transfers and whatever obligations the company, close corporation, partnership or body corporate would have had to discharge as a member of the Society; and
c) whatever fees may be due and payable after such automatic termination of membership, shall be raised on the scale payable by Ordinary Members.

5.4 APPLICATION FOR MEMBERSHIP

5.4.1 Application for membership of the Society shall be made to the Secretary in writing in such form as may be prescribed by the Board, and shall be accompanied by the relevant fees as may be determined by the Board.

5.4.2 All new members shall sign an undertaking to abide by the Constitution and Bylaws, and to procedures and regulations pertaining to participation in any event organised under the auspices of the Society.

5.4.3 The Board may admit any applicant to membership of the Society, either unconditionally or on such conditions as it may determine, or it may refuse admission to membership, disclosing the reason for such refusal. At each Board meeting the Secretary shall submit the names of new applicants whose memberships must be confirmed or refused by the Board.

5.4.4 An applicant to whom admission to membership has been refused shall be entitled to a refund of any fees forwarded with his application for membership.

5.5 RIGHTS AND PRIVILEGES OF MEMBERS

5.5.1. Save for executors of deceased estates, trustees of insolvent estates and liquidators of companies or close corporations, the rights and privileges of every member of the Society shall be to him personally, and shall not be transferable or transmissible – either by his own act or by operation of law. These shall include the following rights:
a) to receive all official communications published by the Society for members;
b) to apply for the birth recording of puppies and registration of Boerboels under the Society’s rules;
c) to attend all general meetings of the Society, and – subject to Subclause 10.6. – have the right to vote at such meetings;
d) to receive technical advice on Boerboel matters from the Society, and if applicable, at a fee to be determined by the Board; and
e) to consult and use the Society’s official reports at the discretion of the Board, and if applicable, the costs to be defrayed by the applicant.

5.6 DELEGATION OF POWERS

5.6.1 Notwithstanding anything to the contrary in this Constitution, any member may under power of attorney, duly executed and filed with the Secretary, authorise another person to sign on his behalf any application for registration, application for transfer, certificate of transfer, certificate of service, returns or reports or any other document in connection with the administration of a kennel (stud). Any such signature given by such member, shall be accepted by the Society as valid and binding, provided that nothing herein contained shall entitle such authorised person to participate in the nomination of, or voting for any member of the Board, or voting on any matter where his principal has a vote, or to attend any meeting on his principal’s behalf.

5.7 OFFICIAL COMMUNICATION WITH MEMBERS

5.7.1 The Society’s preferred and accepted communication medium shall be via electronic mail to members. Official notifications shall be sent to members via electronic mail, and also be published on the Society’s website. Notifications and correspondence sent to members via electronic mail shall be deemed duly delivered and received, as provided for in Subclause 10.6.

5.8 REGISTER OF MEMBERS

5.8.1 The Society shall keep a register of all members reflecting their date of admission, membership status, phone numbers, electronic, physical and postal addresses, and the amounts received from them with the dates of payment, and arrears, if any which may be due.

5.8.2 Every member shall communicate in writing within 30 (thirty) days to the Secretary any change of his phone numbers, electronic, physical and postal address. All notices or publications sent to any such address shall be considered as duly delivered to him.

5.8.3 Communications sent by the Secretary to a member to any of the addresses provided by him shall be binding.

5.8.4 The Secretary shall submit to the Registering Authority of the Society such information as it may require concerning admissions to membership, terminations of membership (for whatever reason), and the contact details and addresses of members.

5.8.5 The Society shall be the sole owner of the records of members, and of the Boerboel Database which shall remain in South Africa, and may be maintained on its behalf in South Africa by a designated Registering Authority.

5.8.6 All personal information and contact details of members shall be confidential and for the sole use of the Society, and shall not be made available to third parties without the permission of the member concerned, unless demanded by a court of law.

6. SUBSCRIPTIONS AND FEES

6.1 The amounts payable to the Society in respect of all subscriptions, fees or any other dues and commissions shall from time to time be determined by the Board and shall be reported to members at the ensuing Annual General Meeting of the Society.

6.2 The annual subscription fees shall become due and payable on 1 January of each and every year, and shall be deemed to be in arrears, if unpaid at the end of February of the same year.

6.3 Any member whose subscription is in arrears or who is indebted to the Society in respect of any fees or dues for a period longer than 30 (thirty) calendar days after a formal written demand for payment thereof was addressed to him by the Secretary shall automatically forfeit his membership of the Society. In this regard:
a) Any member who has forfeited his membership shall be notified in writing within a period of 21 (twenty-one) calendar days from the date on which his membership was forfeited.
b) From the date on which his membership was forfeited no services shall be rendered to the member concerned, including no transfer of an animal bred by him, no acceptance of mating certificates, and no processing of birth notifications or registrations, and he shall be notified accordingly.
c) The Board may in exceptional circumstances – upon receipt of a written application by the member concerned within 30 (thirty) calendar days after the Secretary sent him a demand for payment – allow extension of payment.

6.4 The Board may cause an interest charge to be levied and collected on arrear accounts at the prime interest rate.

6.5 Any member who, for any reason whatsoever, has ceased to be a member of the Society shall remain liable for all amounts due to the Society, as on the date on which his membership ceased.

6.6 Should the Board determine that an account is in arrears and should such an account be handed over to a firm of attorneys for collection, the member shall be liable to the Society for payment of all legal fees, collection, and attorney and client costs, in addition to the principal amount, interest, fines and penalties.

6.7 ANNUAL RETURNS

6.7.1 Every member shall, when paying his annual subscription to the Society, render a return on the prescribed form, giving the names and numbers of animals recorded in the books of the Society, owned by him on the first day of the year for which the annual subscription is paid. Failing the rendering of such return before the end of February of each year, the Board shall have the right to determine the per capita subscription (administration fee) payable by such a member. However, the member shall have the right of review within 3 (three) months from the commencement of that year, and failing to exercise this right of review, the amount determined shall be the annual per capita subscription payable by such a member.

7. Resignation, Misconduct, Suspension and Expulsion

RESIGNATION, MISCONDUCT, SUSPENSION AND EXPULSION

7.1 RESIGNATION AS A MEMBER

7.1.1 Any member may resign as a member of the Society by submitting a written notice to the Secretary on the understanding that:
a) such a resignation shall come into immediate effect; and
b) no subscription or portion thereof shall be refundable; and
c) all moneys due to the Society up to the date of receipt of the resignation notice shall have been paid in full and all obligations in respect of documents, records, registration and transfers or any other obligation – including moneys as defined in Subclause 6.5 – with reference to his membership required by the Society shall be fulfilled.

7.2 MISCONDUCT

7.2.1 A member is guilty of misconduct if he:
a) fails to pay any amount of money due to the Society within 30 (thirty) calendar days after a formal written demand for such payment was addressed to him;
b) contravenes this Constitution or any other ethical rule in the Code of Conduct – as announced to members and approved by the Board from time to time – or in the opinion of the Board, acted in a dishonourable or derogatory manner towards an official, or to the detriment of the interests of the Society;
c) by any act or omission, real or potential, disgraced or harmed the Society and the Boerboel breed;
d) has on purpose or for personal gain and advantage, supplied faulty information to the Society or any of its officials, or who has brought about such changes to the body of an animal so as to mislead any person;
e) tries to bribe an official of the Society;
f) has been found guilty of a criminal offence as a result of any form of dishonesty or fraud in his capacity as a Boerboel breeder or as a member of the Society; or
g) acted untruthfully or dishonourably towards a buyer, made false representations about the quality or origins of a Boerboel to a buyer or to the Society, or acted untruthfully or dishonourably in any other transaction with a buyer and/or the Society.

7.2.2 Should the Board:
a) of its own accord learn that a member acts, or has acted in a manner that may cause him being found guilty of misconduct; or
b) receive a complaint from a member of the Society or a member of the public, accusing such member of misconduct, the Board must give such a member at least 15 (fifteen) calendar days written notice that a complaint of misconduct shall be investigated on a specific day, time and place.

7.2.3 The notice mentioned in Subclause 7.2.2.b) must be accompanied by a brief of the facts on which the complaint was made, and must inform the member that he shall be entitled to support by a fully paid-up member of his choice.

7.2.4 The Board shall nominate persons to investigate the facts on which the complaint was based, and may hear verbal evidence and consider documents, and other relevant evidence. During such an investigation the Board may temporarily withhold services while such investigation is still ongoing.

7.2.5 The Board may only find a member guilty of misconduct, if the member had full opportunity to defend the complaint, and may only impose a punishment (sentence) if the member has had the opportunity to make representations in respect of the possible appropriate punishment (sentence). If the member does not make use of this opportunity it will mean that he has waived his rights to defend himself.

7.2.6 In the case of finding a member guilty of misconduct, the Board may:
a) expel the person as a member of the Society;
b) suspend his membership;
c) suspend his membership for a specified period;
d) withdraw his right to vote for a specified time;
e) suspend the member from the Board, or any other committee of the Society;
f) give the member a warning.

7.2.7 If a member is not satisfied with the outcome of the investigation he may appeal to the Chairman within 30 (thirty) calendar days.
a) The Chairman may convene an appeal committee of at least two senior Board members to address the complaint. However, the Chairman may also appoint an external chairman to lead the committee.
b) The outcome of the committee’s findings shall be submitted to the Board for final consideration. A Board resolution to find a member guilty of misconduct and the penalty decided on must be agreed upon by a two-third majority of Board members.
c) If a member does not attend such an investigation as had been notified for a specific date, time and place, the committee may continue with its investigation after 15 minutes without the member being present. This shall mean the member waives his rights to defend himself.

7.2.8 Any member who is found guilty of misconduct shall be informed in writing by the Secretary within 7 (seven) days of the date on which the decision was made. A member found guilty of misconduct may be held responsible for all expenses incurred in respect of the investigation.

7.2.9 Following on the expulsion of a member, his name shall be removed from the membership list, or any other register or Society reports. All recordings or registrations of dogs in the possession of the expelled member at the time of the expulsion shall be cancelled. No Birth Notification or Service (Mating) Certificate received from such member relating to dogs that formed part of said disciplinary proceedings shall be accepted, and he shall be informed accordingly, provided that a bona fide person, who has vested rights in such actions, may apply to the Board to do the necessary to enforce his rights. In the event of false information having been provided about dogs now longer in possession of the expelled member the Board shall determine appropriate follow-up action.

7.2.10 Any member found guilty of misconduct shall remain responsible for, and shall pay in full all moneys due to the Society, and shall honour all the obligations regarding notifications, registrations and transfers or any other obligations concerning his membership at the time of the investigation.

7.2.11 A person, who, for whatever reason has ceased to be a member of the Society, may submit a written application and motivation for readmission. The Board may, in its sole discretion, decide if and on what conditions such readmission shall take place.

7.2.12 The Head Office shall maintain a list of members found guilty of misconduct after a formal investigation.

8. BOARD

8.1 INTERIM STEERING COMMITTEE

8.1.1 The founding members of the Society shall form an interim Steering Committee for a period commencing prior to the first Annual General Meeting, and ending after a representative Board has been elected at a second general meeting.

8.1.2 The interim Steering Committee shall elect from among its members a Chairman and Vice-Chairman.

8.1.3. The interim Steering Committee shall for the abovementioned period, have all the powers and duties as set out in Clause 9.

8.2. CHAIRMAN, VICE-CHAIRMAN, TREASURER AND BOARD MEMBERS

8.2.1 The affairs of the Society shall be controlled and administered by the Board, consisting of the designated members, including the Chairman, Vice-Chairman and the Treasurer (who shall be responsible for Finance and Administration). All these members shall reside in South Africa, and shall have full voting rights. In the event of a tie of votes, the Chairman shall have the deciding vote.

8.2.2 The Chairman and Vice-Chairman shall be elected by ballot (electronic or printed) by all the members entitled to vote at the Annual General Meeting, or at a Special General Meeting called for this purpose.

8.2.3 The Treasurer shall be elected by virtue of his expertise by ballot (electronic or printed) by all the members entitled to vote at the Annual General Meeting, or at a Special General Meeting called for this purpose. If no nomination is received, the Board shall appoint a Treasurer.

8.2.4 The Chairman, Vice-Chairman, Treasurer and all elected Board Members shall hold office for 2 (two) years. Except for the first Board election, membership of at least 1 (one) year is required before a member may stand for election to the Board.

8.2.5 Except for the first Board election, members who wish to submit nominations for Board members, must have been SABBS members for at least 1 (one) year.

8.2.6 In the interests of continuity, the following succession planning shall apply:
a) After the first election of Board members after the implementation of the revised Constitution, the Chairman or Vice-Chairman and approximately 50% of the other Board members – to be determined by agreement or secret ballot within the Board – shall step down at the second election of a Board and a new Chairman or Vice-Chairman and approximately 50% of new Board members shall be elected. Outgoing members shall be eligible for re-election. If any member(s) of the Board announce/s his/their retirement at such election, the ballot (electronic or printed) shall only be cast in respect of the remaining number of Board members who must step down in terms hereof.
b) At the end of the next year, the Chairman or Vice-Chairman whichever the case may be, and the remaining 50% Board members shall step down, and an election shall be held for their positions. Outgoing Board members and the Chairman/Vice-Chairman shall be eligible for re-election.
c) Thereafter all elected Board members shall occupy their positions for two years and an election for the positions of the outgoing members of the Board shall be held annually.

8.2.7 In the event of the death or resignation of the Chairman, the Board shall elect a Chairman from among themselves to officiate until the next Annual General or a Special General Meeting.

8.2.8 At the end of their respective terms of office, all Board Members shall be eligible for re-election, provided that no Board member shall serve for a period of more than 4 (four) years.

8.3 BOARD STRUCTURE

8.3.1 In addition to the Chairman, Vice-Chairman and Treasurer, 9 (nine) regional Board Members for each of the 9 (nine) provinces in South Africa shall be elected by ballot (electronic or printed) by members residing in South Africa and entitled to vote at the Annual General Meeting, or at a Special General Meeting called for this purpose. Members shall be eligible to vote for candidates in their regions only.

8.3.2 The Board Members for neighbouring countries and regions abroad shall be nominated by such regions for appointment to the Board. They shall determine their own election procedures. At the inception of the Society the positions are for Africa, North America (including Canada) and Europe.

8.4 EXECUTIVE COMMITTEE

8.4.1 The Executive Committee of the Board shall consist of the Chairman, Vice-Chairman, Treasurer and 2 (two) members of the Board – the latter to be nominated by, and from the Board.

8.4.2 All members of the Executive Committee shall reside in South Africa.

8.4.3 The Executive Committee shall have the following powers and duties:
a) Day by day administrative, financial and communication management of the affairs of the Society.
b) Such powers as delegated by the Board from time to time.
c) To implement and execute decisions made by the Board.
d) To identify problems and problem areas, and place such on the agenda of the Board together with recommendations.

8.5 ADDITIONAL BOARD MEMBERS

8.5.1 In addition to the elected members of the Board, the following persons shall serve on the Board in an advisory capacity and be entitled to attend any general meeting.

8.5.1.1 Representative of the Minister

As required by the Animal Improvement Act, the Minister of Agriculture, Forestry and Fisheries may nominate an official of that Department to represent him.

8.5.1.2 Co-opted members
The Board shall have the right to co-opt persons to serve on the Board – with or without full powers – for a specific purpose and for a specific period.

8.5.3 Should any elected member of the Board die, resign or cease to be a member of the Society, or be called upon to fill the office of Chairman or Vice-Chairman, the Board may appoint another member of the Society as his substitute with full powers, and for the unexpired period of his term of office. The Board shall be deemed to be duly constituted, and shall continue exercising all the powers conferred upon it, notwithstanding any vacancies in its body.

9. POWERS AND DUTIES OF THE BOARD

9.1 The Board shall, subject to the terms of this Constitution and subject further to the directives of the general meetings as given from time to time, have the power to take all such actions it deems necessary or advisable in the interests of the Society and for the advancement and attainment of the Society’s objectives. In particular, the Board shall have the power to:
a) appoint, dismiss or suspend such attorneys, or other legal representatives, auditors, agents, officials or other employees, for or from permanent, temporary or special services as it may deem fit; to determine their powers and duties; to fix their remuneration and conditions of service; and to require such security for the due performance of their functions, as it may deem expedient;
b) institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or against any of its office bearers or officials or other employees in connection with the affairs of the Society; and to compound or allow, or ask for time for payment or satisfaction of any debts due to or any claim or demand by or against the Society;
c) open one or more banking accounts in the name of the Society, and to draw, accept, endorse, make or execute any bill of exchange, promissory note, cheque, credit card or electronic funds transfer in connection with the conduct of the affairs of the Society;
d) invest, or in any other manner deal with any moneys not immediately required for purposes of the Society, upon such securities and on such terms as it may deem fit and, from time to time, to change or realise any such investments, provided that funds available for investment may only be invested with registered financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985);
e) lend or borrow money for the purposes of the Society upon security as determined by it; to enter into indemnities, guarantees and sureties and to secure payment there under in any way; to make donations; to undertake and execute any trust; to secure the payment of monies borrowed in any manner, including the mortgaging and pledging of property, and, without detracting from the generality thereof, in particular by the issue of any kind of debenture or debenture stock, with or without security;
f) purchase, hire, take on lease or acquire for the purpose of the Society, buildings, land, goods, chattels and effects; to sell, mortgage, pledge, let, alienate or otherwise dispose of any movable or immovable property belonging to the Society, and to apply the consideration arising there from in such a manner as it may consider to be to the best advantage of the Society;
g) conclude contracts outside the Republic of South Africa and to obtain contracts, deeds and documents in a country outside South Africa;
h) manage, insure, sell, lease, mortgage, dispose of, give in exchange, work, develop, build on, improve, turn to account or in any way otherwise deal with all, or any part, of its property and assets;
i) pay all costs and charges in connection with the administration and management of the affairs of the Society;
j) from time to time, subject to the provisions of Clause 5, to adjust or revise subscriptions, fees or dues and to prescribe any such additional fees or dues as it may deem necessary; and to grant discounts on subscriptions, fees or dues;
k) collect and receive subscriptions, fees, donations, other dues and funds and to devote the same towards the objectives of the Society and towards promoting the Boerboel breed;
l) receive and consider applications for membership and to accept or refuse such applications at its discretion;
m) cancel membership of any person in accordance with Clause 6;
n) refuse appraisals, registration and other services for members whose accounts are overdue in accordance with Subclause 6.3;
o) introduce and, in its discretion, allocate such meritorious or other awards as may be deemed fit, and make and formulate such rules and conditions in regard thereto;
p) frame or amend any Bylaw pertaining to this Constitution as may be deemed necessary from time to time, and investigate disputes arising from the application of the Constitution and give decisions in regard thereto;
q) order an investigation in any case where records are not properly kept or where any doubt should arise as to the correctness of the identity of any animal or animals, and to take such action as it may consider advisable in the interests of the Society;
r) demand – with the following objectives – that any Boerboel or the whole stud of any breeder be subjected to tests for blood typing and/or DNA testing:
i. in its discretion in case of allegations, complaints and database discrepancies, to determine the correctness of the parentage of such dogs. The Board shall be responsible for the costs thereof should the tests be positive. If only one animal should prove to be negative, the owner shall be liable to pay for the tests and the costs of such further tests required by the Board; and
ii. by annual random selection, nominate studs to be blood typed and/or subjected to DNA tests at the cost of the owner in order to test the accuracy of parentage and record-keeping systems of the Society.
iii. the birth notification and/or registration of a Boerboel be cancelled should the result of the blood typing/DNA tests requested by the Board be negative. The Board shall further, in its discretion, consider what further steps shall be taken against such owner/breeder.
s) execute control over the local handling, import and export of Boerboels, semen and egg cells (fertilised or unfertilised);
t) make enquiries and take action – if indicated – in respect of the conduct of any member in so far as it could have a negative bearing on the Society or its affairs.
u) impose and exact such penalties as may be prescribed from time to time for contravention or infringement of this Constitution, rules and regulations of the Society;
v) co-opt the services of any member of the Society or other person and appoint persons or Subcommittees upon such terms and with such powers as it may from time-to-time deem expedient, provided that the Chairman and Vice-Chairman shall be ex officio members of all Subcommittees with full rights and privileges;
w) assist all members of the Board, or give instructions to appoint regional representatives and to involve them in activities in their region;
x) determine when and where appraisals and national, provincial and regional Boerboel shows shall be held;
y) make and formulate such rules and conditions relating to Boerboel shows and the nomination of show judges;
z) draw up and see to the maintaining of the minimum Breed Standard, and lay down minimum performance, reproduction and other standards;
aa) implement and maintain an appraisal system, and formulate rules, conditions and terms for such system;
bb) present and organise breeder and appraiser courses and examinations, and in its discretion appoint successful candidates as official Society appraisers;
cc) organise and promote sales, either by public auction or private treaty and for such purposes appoint auctioneers and agents and to charge commission on such sales;
dd) elect a representative/s to the Annual General Meeting of the Registering Authority, and nominate and mandate a person or persons to represent the Society on any committee, body or organisation as may be deemed necessary;
ee) lay down requirements for regional provincial, national, and international Boerboel Clubs and their affiliation to the Society, and approve applications for such affiliation;
ff) generally perform all such acts as may be necessary for the welfare of the Boerboel breed and the Society and the conduct of its affairs, provided always that any action taken, or instructions given, shall not be contrary to the terms of the Constitution; and
gg) take all action necessary for the management of the Society, in order to execute the objectives of the Society.

9.2. If, in any instance that deals with the organisational and practical implementation of this Constitution, and the Constitution is silent or inadequate, the Board shall take a decision in that regard, subject thereto that the members shall be informed of the decision at the ensuing Annual General Meeting.

10. MEETINGS

10.1 BOARD MEETINGS

10.1.1 The Board shall meet at such time and place as it may from time to time determine, or as may be decided by the Chairman, provided that not less than 2 (two) physical Board meetings shall be held in each financial year.

10.1.2 The Secretary shall give written notice of the time, date and place to each member of the Board not less than 21 (twenty-one) days prior to the holding of a physical Board meeting.

10.1.3 Special or Urgent Board meetings:
a) may be called by the Chairman (or in his absence by the Vice-Chairman) at such time and place as deemed feasible; or
b) may be called upon a request, signed and addressed to the Secretary, by two-thirds of the members of the Board, stating the reasons for such meeting.
c) may be held via conference call or other electronic real-time communication medium.
d) shall proceed if a quorum of Board members shall be in attendance.

10.1.4 The Chairman or the Secretary shall give at least 8 (eight) hours’ notice – verbally or in writing – of an Urgent Board meeting, and at least 7 (seven) days’ notice of a Special Board meeting.

10.1.5 No resolution of the Board in respect of any matter shall be varied or rescinded unless the resolution varying or rescinding the same be passed at a meeting of which written notice – specifying the intention to vary or rescind a specific resolution – has been given to all Board members, provided that a resolution shall be varied or rescinded only if two-thirds of the members of the Board so agree.

10.1.6 Voting at physical Board and Executive Committee meetings shall be by ballot paper, or by show of hands, if so agreed by all present. Voting at electronic real-time meetings shall be recorded in the name of each member present, stating whether they voted ‘yes,’ ‘no’ or ‘abstain’. Members may also agree to vote on important and urgent matters via e-mail outside of meetings.

10.1.7 A two-third majority vote is required for any Board or Executive Committee resolution to be passed.

10.1.8 Members of the Board absenting themselves from two consecutive Board, Executive or meetings of other committees without leave, or an acceptable reason, shall automatically vacate their seats.

10.2 EXECUTIVE COMMITTEE MEETINGS

10.2.1 The Executive Committee shall hold meetings (physically or by electronic real-time communication medium) at such time and place as may be required from time to time by the Chairman, (or in his absence by the Vice-Chairman),or as requested by the other members of the Executive Committee.

10.2.2 All actions and decisions of the Executive Committee shall be approved and confirmed at the ensuing Board Meeting.

10.3 COMMITTEE CHAIRMEN

The Chairman or in his absence, the Vice-Chairman, shall preside at all meetings and if absent, the members present shall elect another member to preside at such meeting. Any person so elected shall in relation to that meeting, have all the powers and fulfil all the duties of the Chairman.

10.4 MEMBER ATTENDANCE OF COMMITTEE MEETINGS

10.4.1 A member may request the Chairman of any committee for permission to personally present any matter to that committee on condition that the nature of the matter shall be fully explained in writing, and if the Chairman decides that it is of sufficient importance or urgency, he may grant permission that such a person may attend a meeting and address the committee.

10.4.2 The Chairman may, in his discretion, refuse permission for attendance, and if he deems it necessary put the matter on the agenda for discussion at a meeting of the relevant committee.

10.5 GENERAL MEETINGS (ANNUAL GENERAL AND SPECIAL GENERAL)

10.5.1 An Annual General Meeting of the Society shall be held once a year at such time and place as may be determined by the Board, but not later than 4 (four) months after the end of the financial year. The Board may, with valid motivation and notice to all members defer such meeting.

10.5.2 The business of the Annual General Meeting shall be to:
a) receive and consider the annual report of the Board, together with the duly audited financial statements of the Society as at the end of the previous financial year;
b) appoint auditors, to fix their remuneration and to determine their conditions of appointment;
c) transact any other business which under this Constitution is required to be transacted at the Annual General meeting;
d) consider any other matter for which due notice has been given in terms of Subclauses 9.5.3 and 9.5.6 below; and
e) elect Board members, as set out in Clause 8.

10.5.3 The Preliminary Notice of the date and place of the Annual General Meeting shall be published with 60 (sixty) days’ notice by the Secretary on the Society’s website, and be sent via electronic mail to all members in accordance with Subclause 5.7.

10.5.4 Any member intending to put forward any matter for discussion, shall give written notice thereof to reach the Secretary not less than 40 (forty) days prior to the meeting. No subject put forward for discussion by any member shall be included in the agenda, unless the notice of the motion is accompanied by a motivation, signed and endorsed by 20 (twenty) members entitled to vote. Except for the general meetings for approval of the first comprehensive revision of the Constitution, a member may only submit, endorse and second a motion if he has been a member for 1 (one) year.

10.5.5 A Special General Meeting of the Society shall be called at any time on 60 (sixty) days’ preliminary notice to members:
a) by the Board; or
b) by the Chairman; or in his absence by the Vice-Chairman; or
c) upon a written request and motivation, signed and addressed to the Secretary, by not less than 20 (twenty) members entitled to vote.

10.5.6 A Final Notice of the time, date and venue, together with the agenda of any general meeting shall be published by the Secretary on the Society’s website, and be sent via electronic mail to all members in accordance with Subclause 5.7. not less than 30 (thirty) days prior to the holding of such meeting.

10.5.7 No motion shall be presented to a general meeting in respect of any matter, unless notice thereof appeared on the agenda sent to members with the Final Notice of the meeting with the motivation and a Board recommendation on how they should vote.

10.5.8 No motion shall be presented to a general meeting on a matter not included in the agenda, unless the motion is accompanied by a motivation, signed and endorsed by 20 (twenty) members entitled to vote, and the members present and entitled to vote decide by a two-third majority to discuss and vote on such matter.

10.5.9 No previous resolution of a general meeting shall be reversed, unless members received notice of the intended revision in terms of Subclause 10.5.7, and it is voted on, as stipulated in Subclause 10.6.

10.5.10 Any general meeting shall be attended by at least 20 (twenty) members to be declared duly constituted.

10.5.11 Any general meeting may be adjourned by a two-third majority of the members present and entitled to vote.

10.6 VOTING RIGHTS AND PROCEDURES

10.6.1 All matters submitted to any meeting shall be decided by a two-third majority of members who voted (be it in person or electronically in absentia).

10.6.2 Voting at all general meetings shall be by ballot paper (electronic or printed).

10.6.3 Except as herein elsewhere otherwise provided, members shall have the right to vote at general meetings, provided the voting procedure is executed as may be determined by the Board. The Board shall be responsible for maintaining the integrity of the voting process, subject to the provisions of relevant Clauses and Subclauses in this Constitution.

10.6.4 Subject to Clauses 5, 6 and 7, and excluding the general meetings for approval of the 1st comprehensive revision of the Constitution and the election of the first Board, any member anywhere in the world
a) who has been a member for at least 1 (one) year; and
b) whose annual subscriptions and other dues have been fully paid up, as prescribed in this Constitution;
shall have the right to vote via:
i. electronic ballot paper in absentia; or
ii. printed ballot paper in person;
provided that a member who does not fulfil the requirements of Subclause 10.6.4.a), may submit a motivation and application to the Board within 10 (ten) days after publication of the Final Notice and Agenda of the meeting, for the right to vote on any matter that has a direct impact on his breeding practices.

10.6.5 Members shall have the right to vote on matters concerning:
a) Motions duly submitted by members and included by the Board in terms of Subclause 10.5.4. and other motions presented by the Board in the Final Notice and Agenda in terms of Subclause 10.5.7. A two-third majority vote shall be required for a motion to be carried.
b) Amendments to the Constitution. A two-third majority vote shall be required for a motion to to amend the Constitution to be carried.
c) Election of Board representatives (a simple majority vote shall be required for a candidate to be elected to the Board. In the event of a tie of votes, members present at the relevant meeting shall be requested to vote again):
i. Except for the first Board election, members who wish to submit (and second?) nominations for Board members, must have been SABBS’ members for at least 1 (one) year.
ii. Chairman Vice-Chairman and Treasurer: The election shall be preceded by a call for nominations according to the vacancies in the Preliminary Notice of the Meeting. The names of the nominees with their curriculum vitae shall be communicated to members, and be published on the website. These Board members shall be elected in accordance with Subclauses 8.2.2. and 8.2.3, and voting – electronic or in person – shall be open to all members eligible to vote.

10.6.6 Regional
a) South Africa: The election of regional Board representatives for South Africa shall be preceded by a call for nominations according to the vacancies in the Preliminary Notice of the Meeting. The names of the nominees with their curriculum vitae shall be communicated to members, and be published on the website. Representatives shall be elected in accordance with Subclause 8.3.1. Voting – electronic or in person – shall be restricted to members residing in South Africa. Members shall be eligible to vote for candidates in their own regions only.
b) Countries/regions outside South Africa: Representation shall be determined by the Board from time to time. Voting for such representatives shall be restricted to the members in the relevant countries/regions, who shall determine their own election procedures. Representatives shall be elected in accordance with Subclause 8.3.2.

10.6.7 Voting for general meetings shall not apply to:
a) Administrative and financial management matters, as may be reported on and discussed in the course of such meetings, and which shall remain the responsibility of the Board.

10.6.8 Election management
For general meetings (Annual General and Special General Meetings) the Board shall:
a) Designate an independent Polling Officer. The Polling Officer may be a representative of the Society’s Auditors, an election management company, or any other person deemed competent to perform this service.
b) Announce the name of the Polling Officer to the members in the Preliminary Notice at least 60 (sixty) days prior to the meeting.
c) Provide the Polling Officer with the names and contact details of members entitled to vote.
d) Allow that all ballot papers (cast electronically in absentia and by members present at the meeting) are returned to the Polling Officer.
e) The Polling Officer shall exercise strict control to ensure that members who voted electronically do not again receive ballot papers should they be present at the general meeting.
f) The Polling Officer shall audit the votes to ensure there are no duplication and count the votes. He shall announce the outcome of the matters voted on at the meeting.

10.6.9 Voting schedule:
a) Members shall be notified of the matters to be voted on via the Final Notice with the Agenda at least 30 (thirty) days prior to the general meeting.
b) Electronic voting shall commence 10 (ten) days prior to the general meeting. No electronic vote returned to the Polling Officers less than 3 (three) days prior to the meeting shall be valid.

10.7 NON-RECEIPT OF NOTICES

No business otherwise properly and constitutionally transacted at any meeting shall be invalidated by reason only of the non-receipt by any member of the notice required to be given to such person in terms of this Constitution.

10.8 QUORUMS

10.8.1 Twenty (20) members of the Society personally present at the commencement of any general meeting and entitled to vote shall form a quorum for such a general meeting.

10.8.2 Four (4) Board members personally present at any Board meeting and entitled to vote shall form a quorum for such meeting.

10.8.3 Any 2 (two) members of the Executive Committee personally present at the commencement of any meeting of the Executive Committee shall form a quorum.

10.8.4 If at any meeting there is no quorum, the meeting shall stand adjourned to a time (not less than 14 (fourteen) days and not more than 30 (thirty) days thereafter, and place determined by the members present. The members present shall then form a quorum for the disposal of such business (other than any amendment to the Constitution) that the presiding member may declare to be of an urgent nature. Such adjournment shall be without prejudice to the rights of the meeting to adjourn to a time, date and place as herein provided.

10.8.5 When a meeting has been thus adjourned, a notice shall be sent to all relevant members within 7 (seven) days after the adjournment, in which shall be stated the time, date and place to which the meeting has been adjourned and the reason for the adjournment.

10.9 MINUTES OF MEETINGS

10.9.1 The minutes of all general meetings shall be available to all members of the Society. It shall be sent via electronic mail to members, and shall be published on the website of the Society.

10.9.2 Copies of the minutes of the Board and Executive Committee meetings and meetings of other subcommittees shall be supplied to all persons serving on that particular committee. Ex officio members of the Board shall receive copies of all minutes.

10.9.3 Any member may request a copy of an extract from the minutes on a specific matter discussed at a meeting, and such request may be granted at the discretion of the Board.

10.9.4 The minutes of all General, Board and subcommittee meetings – approved at a subsequent meeting and signed by the Chairman or the person who may chair the subsequent meeting – shall be proof thereof that all the proceedings were conducted properly and that all elections, appointments and resolutions adopted at the meeting are valid and binding.

10.9.5 A Resolutions Register shall be kept of all Board and general meeting resolutions taken, amended or revoked.

11. FINANCIAL PROVISIONS

11.1 The Board shall cause one or more banking accounts to be opened in the name of the Society, and any amounts accruing to the Society shall be deposited in such banking account, or accounts as the Board may direct.

11.2 All payments from the funds of the Society shall be effected by cheque, credit card or by electronic funds transfer, signed and / or authorised, as the case may be, by the Secretary or a person appointed by the Board and countersigned by the Auditors or such a person or persons as the Board may authorise thereto in terms of Clause 8, provided that nothing herein contained shall prevent the Board from maintaining and operating a petty cash fund, or from paying in cash such ordinary and usual monthly accounts as do not in total exceed a sum determined by the Board, and provided that the total sum necessary for the payment of such accounts is drawn by cheque, credit card or electronic funds transfer.

11.3 The Board shall cause proper books of account of income and expenditure to be kept in respect of the Society. All accounts shall be audited from time to time but not less than once every year by an auditor or auditors appointed by the Board.

11.4 All property of the Society shall be managed by the Board.

11.5 The income and assets of the Society, derived from whatever source, including profits and gains, shall be applied solely for the promotion and furtherance of the objectives of the Society, and no part thereof shall be paid or transferred, directly or indirectly by way of dividend or bonus or otherwise, to any persons who at any time are or were members of the Society, provided that nothing therein contained shall prevent the payment in good faith of remuneration to any employee or other person/s for services rendered to the Society.

11.6 The Society’s financial year shall commence on 1 January of each year and end on 31 December of each calendar year.

12. AFFILIATIONS

12.1 AFFILIATION WITH OTHER ORGANISATIONS

12.1.1 The Society may:
a) in accordance with the Act appoint a Registering Authority and be a member on the conditions set out in the constitution of such Registering Authority; and further
b) by a two-third majority vote of the members entitled to vote at any general meeting, affiliate with or incorporate any association, society or organisation having aims and objectives kindred to those of the Society.

12.2 BOERBOEL CLUBS

12.2.1 Subject to the requirements laid down in terms of Subclause 9.(ee) any group of persons actively engaged in breeding, showing, working, or training Boerboels may form a Boerboel Club, and may apply to the Board for affiliation to the Society, provided that the Society approves the Constitution of such Club, and that the Club subscribes to this Constitution – including the Breed Standard – of the Society.

13. NON-MEMBERS

13.1 Such privileges and services as the Board may determine, may be conferred on non-members, provided that there shall be no legal or other obligation on the Society to such non-members, and provided further that all fees payable in respect of any services rendered by the Society to non-members shall be determined by the Board and be payable in advance.

14. EMPLOYEES OF THE SOCIETY

14.1 The Board shall appoint a Secretary, and such management and administrative staff as may be deemed necessary.

14.2 No employee of the Society shall, except in the performance of his duties as such an employee, render any service or be connected with any business concerned with the purchase or sale of Boerboels.

14.3 No employee shall have any voting rights.

15. SEAT OF THE SOCIETY

15.1 The seat of the Society shall be in South Africa.

15.2 The seats of the Chairman Vice-Chairman and Treasurer of the Society shall be in South Africa.

15.3 The members of the Executive Committee of the Board shall reside in South Africa.

15.4 The Head Office of the Society shall be at any centre in South Africa, as may be determined by the Board from time to time, subject to confirmation by the ensuing general meeting of members.

15.5 The Boerboel Database, and all records of members shall be maintained by the Society’ appointed Registering Authority in South Africa.

15.5 All general meetings shall be held in South Africa.

17. DISSOLUTION OF THE SOCIETY

If, upon the winding up or dissolution of the Society there remains, after the satisfaction of all its debts and liabilities, any assets whatsoever, such assets shall not be paid to or distributed among the members of the Society, but shall be given or transferred to such other institution or institutions having objectives similar to those of the Society as may be determined by a majority decision of a general meeting of the Society.

AUTHENTIC VERSION OF CONSTITUTION

This Constitution and associated Bylaws hereto were compiled, submitted and considered in English. Therefore, the English version shall be deemed to be the authentic version.

DRAFTING INFORMATION

19.1. Original Constitution
a) Drafted by the founding members of the South African Boerboel Breeders’ Society

Date: 13 March 2012

Place: Bloemfontein

Chairman: Aldu le Grange

As witnesses: 1) Koos van der Westhuizen 2) Lukas van Vuuren
b) Date of submission to the Registrar of Animal Improvement: 14 March 2012.
c) Date of acceptance by the Registrar of Animal Improvement: 10 April 2012.

19.2. Amendment information: 6 December 2014.
a) Notification of the SABBS Special Annual General Meeting and proposed amendments to the Constitution: Preliminary Notice (6 October 2014) and Final Notice and Agenda (5 November 2014).
b) Ratified at the Special Annual General Meeting of SABBS in terms of Clause 14 of this Constitution on 6 December 2014.
i. The Steering Committee may present proposals for amendment of the existing (original) SABBS Constitution, as required in terms of Clause 14, and inclusion of amendments as an addendum to the original SABBS Constitution.
ii. Amend the existing original SABBS Constitution to facilitate eligibility to vote at general meetings for all members.
iii. Introduce electronic voting at general meetings for all members.
iv. In choosing between a regional and functional SABBS Board structure, the members eligible to vote, voted for a regionally based model.
v. The Boerboel Breed Standard must be included in the main body of the SABBS Constitution so that it may be changed at a general meeting only.

END