AMMENDED (SEPT 2010)

CAPE TOWN PHOTOGRAPHIC SOCIETY

1. NAME AND OBJECTIVES OF THE SOCIETY

1.1 The name of the Society shall be CAPE TOWN PHOTOGRAPHIC SOCIETY.
1.2 The Society shall have for its aims the association of photographers for the general advancement of photography, cinematography, video and all the branches of art and science connected therewith.

2. CATEGORIES OF MEMBERSHIP

The Society shall consist of:

2.1 Ordinary Members and Ordinary Junior Members
Anyone who is interested in photography shall be eligible for election as an Ordinary or Ordinary Junior Member (the latter being under 21 years of age), without discrimination between amateur and professional.
2.2 Life Members
An Ordinary Member who has been a member for at least five consecutive years immediately preceding such application may apply in writing to the Council to be transferred to the category of Life Member.
2.3 Honorary Life Members
Members who have given long and outstanding services to the Society may be nominated by Council as Honorary Life Members.
2.4 Family Members
Members of the family of any of the above members whose interest in the Society is not a photographically active one.
2.5 Honorary Members
Individuals who are not members may be nominated by the Council for their special services to the Society or to photography generally, for a period not extending beyond its own term of office, but renewable by the new Council.
2.6 Senior Members
Individuals who have attained the age of 70 years and have been members of the Society for a continuous period of 20 years.
2.7 Visiting Members
The Council may, as an act of courtesy, extend the privileges of membership to visiting photographers, being members of a similar society, for a period not extending beyond its own term of office but renewable by the new Council.

3. ELECTION OF MEMBERS

3.1 Every application for Ordinary Membership of the Society shall be made on an application form approved by the Council and shall be accompanied by a remittance for the current subscription plus entry fee. (See paragraph 5.8.)
3.2 Nominations for membership under paragraphs 2.3, 2.5 and 2.6 shall be submitted to a General Meeting of the Society for approval and election. Members so elected shall not be called upon to pay any subscription or entry fee.

4. THE COUNCIL
The management of the Society shall be vested in a Council elected annually.

4.1 Composition
The Council shall consist of:
A President;
A Vice-President;
An Honorary Secretary;
An Honorary Treasurer;
A Property Manager;
A Public Relations Officer;
A Website Manager;
A Publications Editor;
A Projected Images Convenor
A Prints Convenor

4.2 Election
The members of the Council shall be elected for a one year term of office at the Annual General Meeting from among those members present or those members who have indicated in writing to the Honorary Secretary, their willingness to accept office. The President shall be ex officio a member of all committees of the Society.

4.3 Powers of the Council
The Council shall, subject to paragraph 5.5, in the name and on behalf of the Society:

4.3.1 have sole control, management and disposition of the affairs, property and funds of the Society;
4.3.2 receive, administer and apply moneys of the Society;
4.3.3 open and operate a banking account in the name of the Society;
4.3.4 have the power to buy, sell, let or hire, exchange, transfer receive by way of donation or otherwise, movable and immovable property, including debentures and stocks and shares, and to invest the funds of the Society in Government or Municipal Stock, building societies or like organisations: to vary or realise any such investments and to write up or write down the value of any investment;
4.3.5 have the power to borrow money on the security of immovable property and to pass mortgage bonds on the same;
4.3.6 have the power to enter into and sign any contracts in the name of the Society and to institute and defend, compound or abandon on behalf of the Society, any legal proceedings by or against the Society;
4.3.7 have the power to deal generally with the movable and immoveable property of the Society and to sign and execute and deliver all necessary powers of attorney, declarations and other documents required in transacting the general business of the Society;
4.3.8 have the power to terminate or re-instate membership, suspend or expel any member for breach of rules or unseemly conduct calculated to bring the Society into disrepute. A member, having been expelled from the Society, shall have no claim on any of the funds or assets of the Society not any claim for a refund of any unexpired portion of subscriptions or fees;
4.3.9 have the power to call a Special General Meeting (see paragraph 6.3);
4.3.10 have the power to form groups specialising in particular branches of Photography and to appoint a Convenor for each of these groups whose duty shall be to organise and supervise the Society's and Inter-club Competitions (excluding Salons) and keep records of the photographic achievements of the members of the Society;
4.3.11 have the power to appoint such Sub-Committees as may be found necessary and shall prescribe their powers and duties;
4.3.12 have the power to promulgate By-Laws in conformity with the Constitution for the proper control of the affairs of the Society and may alter or add to such By-Laws according to its discretion;
4.3.13 have the power to do all such other things as, in its opinion, are conducive to the attainment of all or any of the aims of the Society;
4.3.14 authorise and control Photographic Exhibitions and Competitions which are held in its name: detailed accounts for Salons shall be kept and shall form part of the Financial Report to the Annual General Meeting.

5. FUNDS AND ASSETS

5.1 Financial Year
The Society's Financial Year shall commence on August 1st and end on the following July 31st.
5.2 Vesting of Assets
All assets, funds, movable or immovable property and rights of the Society of what so ever kind shall be vested in the Council.
5.3 Funds of the Society
The funds of the Society shall be deposited to the credit of the Society with a bank and/or other institutions approved by separate accounts for special purposes. The funds of the Society shall be utilised solely for the furtherance of the aims of the Society.
5.4 Payments
All payments of One Hundred Rand or more shall be authorised by the Council and shall be made by cheque, all cheques being signed by two of the following: the President, the Vice-President and the Honorary Treasurer, of whom either the President or the Honorary Treasurer shall be one. Separate accounts shall be kept of all Petty Disbursements for which a covering cheque shall be given at suitable intervals.

5.5 The Council shall not:

5.5.1 expend at any time, on behalf of the Society, a sum not exceeding R40 000,00 on any one item, which amount may be adjusted at any GeneralMeeting;
5.5.2 dispose of any fixed property, archival material, the museum, permanent collections of prints, slides, cinematographic films, audio- visual sequences, video tapes or the library.

5.6 Auditing
An Auditor shall be appointed by the Council who shall audit the Society's books and report thereon to the annual General Meeting (See paragraph 6.2).

5.7 Income
The income and property of the Society whence-so-ever derived shall be applied solely towards the promotion of its main objective and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever, to the members of the Society, provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Society or to any member thereof in return for services actually rendered to the Society.

5.8 Subscriptions

5.8.1 All subscriptions and entrance fees shall be ratified by the Annual General Meeting.
5.8.2 Ordinary Members residing beyond a radius of 40 kilometres from the Society's premises shall pay one half of the subscription otherwise applicable.
5.8.3 Life Members shall pay a single subscription equal to twelve times that paid by the Ordinary Member irrespective of distance of residence from the Society's domicile.
5.8.4 Subscriptions shall fall due on the first day of August each year and be payable to the Honorary Treasurer. Anyone applying for membership after 1st February shall pay half the annual subscription for that year.
5.8.5 Any member whose subscription is three months overdue and who fails to pay the subscription within a month of due notification shall, unless otherwise decided by Council (see paragraph 4.3.9) cease to be a member of the Society. A member may be reinstated by Council provided the arrear subscription together with a reinstatement fee equal to the applicable entrance fee is paid within the current financial year.

5.9 Intellectual Property

5.9.1 All intellectual property created for the society by any member or any other individual will become part of the assets of the society and be dealt with under clause 5.2
5.9.2 Any images created by members may be used by the society in promotional and other publications in any medium unless a member request otherwise.
5.9.3 The ownership of any image or other type of publication created by any member for the purposes of the promotion or general business of the society shall vest in the society.

6. MEETINGS

6.1 Ordinary Meetings of the Society shall be held at such times and places as shall be approved by the Council.

6.2 The Annual General Meeting of the Society shall be held within three months of the end of the Society's financial year (31st July), due notice of the Annual General Meeting having been given twenty one days in advance, to:

6.2.1 receive the Report of the Council together with the Financial Statements duly audited;
6.2.2 elect the Council for the ensuing year;
6.2.3 ratify the annual subscriptions and entrance fees;
6.2.4 transact general business as per a published AGENDA.

6.3 A Special General Meeting of the Society shall be convened by the Council within twenty one days of its first monthly meeting following the receipt by the Honorary Secretary of the Society of a written request signed by twelve members of the Society stating the purpose for which such Special General Meeting is to be called, or may be convened as and when decided by the Council. Fourteen days' notice of such meeting shall be given in writing to each member of the Society, stating the business for which the meeting is called (as per Agenda).

6.4 Council Meetings

6.4.1 The Council shall hold a meeting in each of the months February to December inclusive and such further meetings as the President or Council may decide.
6.4.2 A Special Meeting of the Council shall be held on the request of not less than four members of the Council who hall state the purpose for which such meeting is to be called. The date of such special meeting shall be decided by the President in consultation with the Vice-President.
6.4.3 Any member of Council who is absent from three consecutive Council meetings shall cease to be a member of the Council unless prior leave of absence has been obtained.
The Council shall have the power to fill for the unexpired term any vacancy that may occur among the members listed in paragraph 4.1 with the exception of the office of the President who shall be elected at a Special General Meeting (see paragraph 6.3) called within two months of the vacancy occurring.

6.5 Quorum

6.5.1 At each of the following meetings the number given shall form a quorum:
Special or Annual General Meeting - Twenty (20)
Council Meeting - Four (4)
6.5.2 In the absence of a quorum at a Council meeting the proceedings may be ratified at the next meeting of Council.
6.5.3 In the absence of a quorum at a General Meeting the meeting shall be adjourned to a date to be determined by Council, fourteen days' notice having been given of the meeting which shall proceed with or without a quorum.

6.6 Proceedings

6.6.1 The President shall have the right to preside at all meetings of the Society. Otherwise, such meetings shall be conducted by the Vice-President or, in his absence, by any member of Council.
6.6.2 Minutes shall be kept of all Council and Committee meetings. The Minutes of the Committees shall be read at the following Council meeting. The decisions at meetings of the Committees shall be subject to review by the Council.
6.6.3 Fourteen days' notice shall be required to review and rescind any resolution duly passed and minuted by Council unless the matter is of such urgency that two thirds of those present deem it necessary to hold a Special Meeting for its consideration.

6.7 Voting

6.7.1 Every person whose name is included in the current Membership Roll of the Society as an Ordinary Member, Ordinary Junior Member, Life or Honorary Life Member shall be entitled to vote at any meeting of members of the Society.
6.7.2 All voting for election of members of the Council at the Annual General Meeting shall be by ballot. All other voting shall be by a show of hands unless a member present demands a ballot.
6.7.3 A majority vote shall prevail unless otherwise provided for in this Constitution.
6.7.4 Proxies may be used only on a form approved by Council and only in respect of business, notice of which has been previously circulated to all members in the form of an Agenda.
6.7.5 All members entitled to vote shall have equal voting power except that, in case of equality of votes, the Chairman shall have a casting vote.

7. WINDING UP OF THE SOCIETY

7.1 Votes
The Society may be wound up on a resolution of members of the Society passed with a majority of 75% of the votes of the members present or by proxy, at a Special General Meeting called for that purpose.
7.2 Assets
In the event of the Society being wound up, the assets of the Society remaining after the satisfaction of all liabilities shall be transferred in trust to a reputable Trust Company nominated by the members at the meeting called in terms of paragraph 7.1. The members of the Society shall at such meeting also appoint five members of the Society as advisors to the trust company appointed in terms of this paragraph. The trust company in consultation with the aforesaid advisors, shall control, administer and/or invest such assets and funds as are transferred to it under this rule and may exist or be formed within the municipal area of Cape Town and having as its principal objective the association of photographers for the advancement of photography and all the branches of art and science connected therewith.

8. AMENDMENT OF THE CONSTITUTION BY MAJORITY VOTE
No alteration or addition shall be made to the Constitution except by a two thirds majority of the members present at a General Meeting called for that purpose, save that the majority required for any amendment or addition to paragraph 5.5 shall be 75% of the members at such General Meeting. Proxies may be used.