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TYGERBERG ORCHID GROUP

The Memorandum and Articles of Association of the South African Orchid Council.

For quick access to the Index of the Articles of Association of the SAOC, click HERE. This document is fully internally linked.

In correspondence in 2002 with the Secretary of the SAOC, asking for an electronic copy of the SAOC Constitution; it was learnt that

"The S.A. Orchid Council does not operate under a Constitution. The SAOC is an administrative body which has been Registered as a non-profit Section 21 Company with the Registrar of Companies. It is therefore mainly governed by the Companies Act 61 0f 1973 which is an Act comprising 435 pages of rules, laws and regulations. This Act is published by the Government Printer and is available for purchase from Jutas or directly from the Government Printer. The S.A. Orchid Council was Registered on 5 October 1978 with the Registered Number 1978/004040/08.
In addition to the above the SAOC is also governed by its Memorandum and Articles of Association which is a legally registered document comprising 48 pages, plus various amendments and alterations registered over the years with the Registrar of Companies.
All Societies have received a copy of this for their records which should be made available to all their members for inspection and perusal on request.
The Memorandum and Articles of Association are not available in an electronic form from the Council, as the document contains many signatures and official stamps of authentication and the only way it could be transferred to an electronic form would be by scanning and this is not practical."

On this page, we offer the following:
A Link from which interested parties could download a copy of the Companies Act 61 of 1973 as a 355 page PDF file of 768kb in size; which being a document in PDF format, requires Acrobat Reader, a program which all Internet surfers would have on board, but if you do not have it you could download by clicking HERE
To download the Companies Act 61 of 1973, click HERE

And also the Memorandum and Articles of Association of the SAOC, available below.
If you are just interested in checking up on one or two details in the Articles of Association, fast forward to the index by clicking HERE.

There are no signatures or official stamps reproduced on this page - no illustrations at all - all that I have seen are irrelevant to the essence of this document or its functionality and therefore not worthy of reproduction. The essential features of the document, including the stamps and signatures are listed below in the description of the document.

Finally, I like to remind everyone what the SAOC offers its members:
The main objectives of the South African Orchid Council are
* to foster and promote the cultivation and botany of orchids
* to promote the conservation of indigenous species
* to appoint and supervise the training of Orchid Judges
* to recognise and award clones of horticultural merit
* to publish the yearbook ORCHIDS SOUTH AFRICA to make known such awards, as well as to publish work of a scientific, conservationary or horticultural nature pertaining to the cultivation and botany of orchids.

The bundle of paperwork that I have to hand that represents the SAOC Memorandum and Articles of Association comprises the following:
1. The Cover - which offers nothing except the title of the document.
2. A second Cover with a seal, bearing the title of the document as well as a date-stamp of the Registrar of Companies, Pretoria; 5 -10- 1978.
3. A Certificate of Incorporation, dated Pretoria: 17 October 1978, and signed by the Registrar of Companies.
4. A Certificate of Authentication from a Notary Public dated 5th October 1978
5. The three page Memorandum, the wording of which is given here below, bearing the date-stamp of the Registrar of Companies, Pretoria; 5 -10- 1978.
6. The Association Clause. This is a list of the details of the 12 representative members of the Company - each from a different South African orchid society, and whereas they are historically interesting, there is little merit in reproducing these details here.
All signatures were witnessed by Peter Watson - the man who did all the work necessary for this registration to be accomplished. The date of this group signing ceremony was 28.9.1978.
Peter Watson was awarded a Gold Medal of the SAOC for his work.
Refer to Peter Watson's article "SAOC-SAOR is now a Company", SAOJ, 10 (1):3-4.
The reason that the SAOC was formed into a company, was to protect the members from financial problems, just in case something went wrong with the then future 10th WOC, to be held in Durban in 1981. (See the "Minutes of the 10th AGM of the SAOC" of 1st October 1977, published in the SAOJ, 9 (1):21-27.)
7. A second Certificate of Authentication issued by a Notary Public, bearing a seal, dated 11 June 1985, having bearing on the attached Articles of Association, which were a replacement for the original Articles of Association, and had been passed by a Special Resolution of the members on 11 May 1985.
It would appear that the entire Articles of Association were replaced at this time. If I remember correctly, Peter Eustace and Neil McCormick were involved in this work. Peter Eustace was the secretary of the SAOC at the time.
8. 32 pages comprising the Articles of Association, the wording of which is given here below.
9. A one page Schedule listing the names and addresses of the 15 societies making up the SAOC at the time that the Articles of Association were replaced.
10. A three page Index to the Articles of Association. On this Webpage, the Index has been intercalated between the Memorandum and the Articles of Association, and has been internally linked, so that the relevant areas of interest may be accessed with greater ease.

All the amendments to this Memorandum and Articles of Association that have been made to date have been incorporated into this Webpage version - so it may be considered to be fully up-to-date. (1 September 2005).

REPUBLIC OF SOUTH AFRICA COMPANIES ACT, 1973
MEMORANDUM OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL
(Section 54(1); Regulation 17(3))
Registration No. of company 78 04040/07

1	NAME
1.1	The name of the company is SOUTH AFRICAN ORCHID COUNCIL (INCORPORATED ASSOCIATION NOT FOR GAIN)
1.2	The name of the company in the other official language of the Republic is SUID-AFRIKAANSE ORGIDEE-RAAD (INGELYFTE VERENIGING SONDER WINSBEJAG)
1.3	The shortened form of the name of the company is S.A.O.C.-S.A.O.R.
2	PURPOSE DESCRIBING THE MAIN OBJECT
	The main object which the company is to carry on is -"To foster and promote the cultivation and botany of orchids"
3	MAIN BUSINESS
	The main business of the company is -
3.1	To foster and promote the cultivation and botany of orchids by all legal means.
3.2	To promote the conservation of indigenous species and to aid Government in legislation and maintenance of its conservation measures.
3.3	To recognise and award clones of horticultural merit.
3.4	To publish and make known those clones which the Council has deemed worthy of award, as well as to publish work of a scientific, conservationary or horticultural nature pertaining to the cultivation and botany of orchids.
3.5	To appoint and supervise the training of orchid judges.
3.6	To establish and administer trust funds and/or grants for the education of persons studying horticulture and/or botany.
3.7	(Amended per Special Resolution on 29 April 1989) To raise funds by all legal means in the Republic of South Africa for the furtherance of its main aim and the promotion of its main business in the Republic of South Africa.
4	ANCILLARY OBJECTS EXCLUDED The specific ancillary objects, if any, referred to in Section 33(1) of the Act, which are excluded from the unlimited ancillary objects of the company are none.
5	POWERS
5.1	The specific power which is excluded from the plenary powers or the powers set out in Schedule 2 to the Act, is power (s).
5.2	The specific powers or part of any specific powers of the company set out in Schedule 2 to the Act, if any, which are qualified under Section 34 of the Act are -
5.2.1	power (k) shall be amended to read "to form and have an interest in any company or companies having the same or similar objects to the company for the purpose of acquiring the undertaking of all or any of the assets or liabilities of that company or companies or for any other purpose which may seem, directly or indirectly, calculated to benefit the company, and to transfer to any such company or companies the undertaking of all or any of the assets or liabilities of the company";
5.2.2	power (l) shall be amended to read "to amalgamate with other companies having the same or similar objects to those of the company";
5.2.3	power (m) shall be amended to read "to take part in the management, supervision and control of the business or operations of any other company or business having the same or similar objects as those of the company, and to enter into partnerships having the same or similar objects as those of the company";
5.2.4	power (n) shall be amended to read "to remunerate any person or persons in cash for services rendered in its formation or in the development of its business";
5.2.5	power (o) shall be amended to read "to make donations; provided that donations may not be made to any members or directors of the company";
5.2.6	power (r) to pay gratuities and pensions and establish pension schemes in respect of its officers and employees.
6	CONDITIONS Any special conditions which apply to the company and the requirements, if any, additional to those prescribed in the Act for their alteration -
6.1	The income and property of the company whencesoever derived shall be applied solely towards the promotion of its main object, 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 company or to its controlling or controlled company; provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the company or to any member thereof in return for any services actually rendered to the company.
6.2	(Amended per Special Resolution on 6 July 1996) Upon its winding up, deregistration or dissolution the assets of the company remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution or associations or institutions being a fundraising organisation or organisations registered in terms of the Fund Raising Act, 1978 (Act 107 of 1978) and having objects similar to its main object, to be determined by the members of the company at or before the time of its dissolution or, failing such determination, by the Court.
7	PRE-INCORPORATION CONTRACTS (IF ANY) None
8	GUARANTEE
8.1	The liability of the members is limited to the amount referred to in 8.2.
8.2	Each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member and of the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributories among themselves an amount not exceeding R10,00 (TEN RAND).

INDEX TO ARTICLES OF ASSOCIATION

SUBJECT MATTER	ARTICLE NUMBER
ACCOUNTS	27
ADJOURNMENT OF MEETINGS	20.8
ALTERNATE DIRECTORS	5.5, 13
ANNUAL GENERAL MEETINGS	(See MEETINGS, GENERAL)
ATTORNEYS	3.6
AUDITORS	22
BOOKS OF ACCOUNT	3.4, 27.1, 27.2
BORROWING POWERS	3.7
CHAIRMAN
Casting Vote	20.5
Of directors' meetings	12.4
Of general meetings	20.4
DEFINITIONS	1
DEPUTY CHAIRMAN-DIRECTORS	12.7
Alternate	13
Appointment	3.8
Borrowing Powers	3.7
Chairman	12.4
Committees	12.10
Contracts with Council	5.1
Definition	1.4
Delegation by	3.3
Deputy Chairman	12.7
Disqualification	4.4.5
Fees and expenses of	4.2
Interest in contracts and offices of profit	5, 7
Loans to, prohibited	6
Meetings	12
Number	4.1
Office of profit	7
Powers (general)	3
Proceedings	12
Quorum	12.1
Register of	10
Removal and replacement	8
Remuneration	4.2
Resolution in writing	12.9
Rotation	11
Vacancies, power to fill/act	3.8, 4.3
Validity of acts	12.12
GENERAL MEETINGS	(See MEETINGS, GENERAL)
FINANCE	26
FINANCIAL STATEMENTS	27.3, 27.5
FINANCIAL YEAR ENDING	22.1.1
INDEMNITY	25.2
INSPECTION OF BOOKS	27.1, 27.2
INTERPRETATION	1
LIABILITY OF OFFICERS	25.1
MANAGEMENT & CONTROL	3.1, 3.2
MEETINGS, GENERAL
Adjournment of	20.8
Annual general	15.1
Chairman of (and casting vote)	20.4, 20.5
Convening of	15.2
Definition	15.2
Notice	16
Poll	20.6. 20.7, 20.9
Proceedings at	20
Proxies	18, 21
Quorum	20.3
Requisition for	17
Voting	21.1, 21.4
MEMBERS
Definition	1.5, 14.1
Demand for a poll	20.7
Financial statements: right to receive	27.5
Inspection of books by	27.2
Notices to Proxy, appointment of	18, 21.2, 21.3
Register of	14.3
Votes of	21
MINUTES	3.4, 3.5
NOTICES OF GENERAL MEETINGS
Giving of	16, 17
Non-receipt of	19
Period of	16, 17
Service of	23
POLL	20.6, 20.7, 20.9
POWERS OF DIRECTORS (GENERAL)	3
PRESIDENT	1.9
PROCEEDINGS
Directors' meetings	12
General meetings	20
PROXIES	1.10, 18, 21
REGISTERS
Directors	10
Members	14.3
REPRESENTATION	24
REQUISITION FOR GENERAL MEETING	17
RESOLUTION IN WRITING SIGNED BY DIRECTOR	12.9
ROTATION OF DIRECTORS	11
VICE PRESIDENT	1.14
VOTING	21.1, 21.4
WINDING UP	28

REPUBLIC OF SOUTH AFRICA
COMPANIES' ACT, 1973
ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL (SECTION 60(1): REGULATION 18)
Registration No. of Company 78/04040/07
of Company: SOUTH AFRICAN ORCHID COUNCIL, (INCORPORATED ASSOCIATION NOT FOR GAIN)
The articles of Table A contained in Schedule 1 to the Companies' Act, 1973 shall not apply to the company.
The articles of the company are as follows:

1	INTERPRETATION
1	In the interpretation of these presents and unless a contrary intention appears from the context the following words and expressions shall bear the meanings assigned to them -
1.1	"the Act" means the Companies' Act, 1973 and any amendment thereof or substitution therefor from time to time in force;
1.2	"annual general meeting" and "general meeting" mean respectively an annual general meeting and a general meeting of the Council referred to in article 16;
1.3	"Council" means the South African Orchid Council (Incorporated Association Not for Gain);
1.4	"directors" means the directors for the time being of the Council and the alternate directors appointed by them, or as the/case may be, the directors assembled at a board meeting;
1.5	"members" means those persons who become members of the Council pursuant to article 14;
1.6	"month" means a calendar month;
1.7	"power of attorney" means the original of a power of attorney or a notarially certified copy thereof or a copy certified in a manner approved by the directors;
1.8	"these presents" means and includes the Memorandum and Articles of Association of the Council and any regulations and by-laws of the Council from time to time in force;
1.9	"President" means the person elected to be chairman of the Board of Directors pursuant to article 12.4;
1.10	"proxy" means a person duly appointed in accordance with the provisions of these presents to represent a member at any meeting and "proxy form" means the written instrument appointing a person to represent a member at any specified meeting in the form provided for in article 21.2;
1.11	"Republic" means the Republic of South Africa;
1.12	"Secretary" means the person acting as Secretary of the Council for the time being and any duly authorised person acting in his place;
1.13	"special resolution" shall have the meaning attached thereto by the Act;
1.14	"Vice President" means the person elected to be deputy chairman of the Board of Directors pursuant to article 12.7;
1.15	"writing" means the visual reproduction of words by any method including printing, typewriting or any other mechanical process.
2	Unless a contrary intention appears from the context, words signifying the singular number shall include the plural and vice versa, words importing the masculine gender shall include the feminine gender and words defined in the Act shall have the meanings there assigned to them.
3	POWERS OF DIRECTORS
3.1	The management and control of the Council shall be vested in the directors who, in addition to the powers and authorities by these presents expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Council and which are not hereby or by the Act expressly directed or required to be exercised or done by the Council in general meeting: provided that the exercise of such management and control shall not be carried out in a manner inconsistent with or contrary to any resolution passed at any general meeting but no resolution passed in general meeting shall invalidate any prior act of the directors which would have been valid if such resolution had not been passed.
3.2	The general powers of management and control of the Council conferred on the directors by this article 3 shall not be limited or restricted by any special power or authority given to the directors by any other article. Any such special authority or power shall be deemed to be additional or supplementary to the aforesaid general power.
3.3	The directors shall have power to delegate to any person or persons any of the powers and authorities vested in or conferred upon them pursuant to this article 3.
3.4	The directors shall cause to be kept proper and adequate books of account relative to the business and affairs of the Council, a directors' attendance book and minute books wherein shall be recorded, inter alia, the names of all directors present at each meeting of directors or of any committee appointed in terms of article 12.10, the appointment of officers and all resolutions of general meetings and of meetings of directors and committees.
3.5	Any minutes of any meeting of directors or of any committee appointed in terms of article 12.10 or of any general meeting and of resolutions referred to in article 12.7, if signed by the chairman of the meeting or by the chairman of the next succeeding meeting of directors or general meeting of members, as the case may be, and any extract from such minutes or extract from any resolution referred to in article 12.7, if signed by any director or by the Secretary, shall be receivable as evidence of matters stated in such minutes or extracts.
3.6	The directors may at any time and from time to time by power of attorney appoint any person or persons to be the attorney or attorneys of the Council for such purposes and with such powers and authorities (not exceeding those vested in or exercisable by the directors under these presents) for such period and subject to such conditions as the directors may from time to time think fit.
3.7	The directors may borrow or raise from time to time for the purposes of the Council such monies as they deem fit and may raise or secure the payment or repayment of such monies in such manner and upon such terms and conditions as they may consider appropriate.
3.8	The directors shall have power at any time and from time to time to appoint any person as a director, either to fill a casual vacancy or as an addition to their number but so that the total number of the directors shall not at any time exceed the maximum number fixed. Any person appointed to fill a casual vacancy or as an additional director shall retain office only until the next following annual general meeting and shall then retire but will be eligible for re-election in accordance with article 11.5.
4	DIRECTORS: NUMBER, REMUNERATION & VACATION OF OFFICE
4.1	The number of directors shall not be less than six and, until otherwise determined by ordinary resolution of the Council in general meeting, shall not be more than twelve.
4.2	The directors and the chairman shall not be paid any remuneration for their services out of the funds of the Council but shall, if approved by the members in general meeting, be paid all (or such proportion as the Council may determine) of their travelling and other expenses properly and necessarily incurred by them in and about the business of the Council and in attending meetings of the directors or of committees appointed in terms of article 12.10. If any director shall be required to perform extra services which are over and above the ordinary duties normally performed by a director, he shall be entitled to be remunerated for such services in such amounts as may be determined by the members in general meeting.
4.3	The directors may act notwithstanding any casual vacancy on the Board, so long as there remains in office not less than the minimum number prescribed in article 4.1. If the number of directors falls below such minimum, the remaining directors shall not act except for the purpose of filling any such vacancy.
4.4	A director shall cease to hold office as such -
4.4.1	if he commits an act of insolvency or enters into a composition with his creditors; or
4.4.2	if he becomes of unsound mind; or
4.4.3	if he is removed under article 8.1 or 8.2; or
4.4.4	one month, or with the permission of the directors, earlier, after he has given notice in writing of his intention to resign; or
4.4.5	if he shall pursuant to the provisions of the Act be disqualified or cease to hold office or be prohibited from acting as a director; or
4.4.6	if he is absent from two consecutive meetings of the directors without leave of the directors and is not represented by an alternate director at any such meeting and the directors resolve that his office be vacated.
5	DISQUALIFICATION OF DIRECTORS
5.1	No director shall be disqualified by his office from contracting with the Council nor shall any such contract or any contract entered into by or on behalf of the Council in which a director is in any way interested be void, or voidable at the instance of the Council, the director or the contracting party.
5.2	A director so contracting or being so interested shall not be liable to account to the Council for any profit realised by him under any such contract but the nature of his interest shall be declared by him in accordance with the provisions of the Act.
5.3	No director shall, as a director, vote on any resolution proposed in respect of any contract in which he is interested as contemplated in article 5.1 and if he does so vote, his vote shall not be counted nor shall he be counted for the purpose of determining the quorum present at the meeting when such resolution is considered: provided that these prohibitions shall not apply to -
5.3.1	any contract with a company of which the directors of the Council or any of them may be directors, members, managers, officials or employees or otherwise interested;
5.3.2	the giving of any security or indemnity to a director in respect of money lent or any other obligation or liability incurred by him at the request of or for the benefit of the Council ;
5.3.3	the giving of any security or indemnity to a third party in respect of a liability or obligation of the Council for which the director himself has assumed responsibility in whole or in part under a guarantee or indemnity.
5.4	Any general notice given to the directors of the Council by a director to the effect that he is a member of a specified company or firm shall comply with the provisions of the Act.
5.5	For the purposes of this article 5, an alternate director shall not be deemed to be interested in any contract merely because the director for whom he is an alternate is so interested.
5.6	Nothing in this article 5 shall be construed as preventing any director as a member from taking part in and voting upon any question submitted to a general meeting whether such director shall be personally interested or concerned in such question or not.
6	LOANS TO DIRECTORS Council shall not make any loan to a director or enter into any guarantee or provide any security in connection with a loan made to a director by any other person.
7	OFFICE OF PROFIT A director may be employed by or hold any office of profit under the Council in conjunction with the office of director (other than that of auditor of the Council) upon such terms as to appointment, remuneration and otherwise as the members in general meeting may determine.
8	REMOVAL OF DIRECTOR
8.1	Subject to the provisions of the Act, the Council may by ordinary resolution remove any director from office before expiry of his period of office and elect another person in his stead. The person so elected shall hold office only for the period the director in whose stead he has been elected would have held office if he had not been removed and shall then retire but will be eligible for re-election in accordance with article 11.5.
8.2	A director may, before expiry of his period of office, be removed therefrom by a resolution signed by all his co-directors.
9	ALTERATION IN NUMBER OF DIRECTORS The Council may by ordinary resolution in general meeting from time to time increase or reduce the number of directors and may also determine in what manner or rotation such increased or reduced number will go out of office. If the Council resolves to increase the number of directors, the members present at such meeting may, by ordinary resolution, elect persons to fill the posts so created. If the members do not elect persons to fill the new posts then the directors shall do so at the next meeting of directors following the general meeting.
10	REGISTER OF DIRECTORS The Council shall keep at its registered office a register containing the particulars of its directors and officers as required by the Act and shall furnish the Registrar of Companies with particulars thereof as provided for in the Act.
11	ROTATION OF DIRECTORS
11.1	At each annual general meeting one third of the number of directors, or if such number is not a multiple of three then the number nearest to but not less than one third shall retire from office.
11.2	The directors so to retire shall be firstly those retiring in terms of articles 3.8 and 8.1 and secondly those who have been longest in office since the date of their last election or appointment.
11.3	As between directors of equal seniority the directors to retire shall, in the absence of agreement, be selected from among them by lot: provided that if at any date of any annual general meeting any director will have held office for a period of three years since his last election or appointment, he shall retire at such meeting, either as one of the directors to retire pursuant to the foregoing or in addition thereto.
11.4	A retiring director shall act as a director throughout the annual general meeting at which he retires.
11.5	(Amended on 22 May 2001) Retiring directors shall be eligible for re-election at a general meeting. No other person shall be eligible for election unless there shall have been delivered to the Secretary, no later than 60 days prior to the appointed date of the meeting, notice in writing by a member proposing such a person for election and notice in writing by the person being proposed of his willingness to be elected. The list of nominated members and retiring directors standing for re-election, inclusive of a short relevant resume on each, shall be issued no later than 45 days prior to the appointed date of the meeting.
11.6	Subject to articles 11.1 through 11.5, the Council in general meeting may elect persons to fill the posts left vacant by retiring directors and any other vacancies. If the post of any retiring director is not filled, he shall, if willing, continue in office until the dissolution of the annual general meeting in the next succeeding year, and so on from year to year until his place is filled, unless it shall be resolved at such meeting not to fill such vacancy.
12	PROCEEDINGS OF DIRECTORS
12.1	The directors may meet for the despatch of : business, adjourn and otherwise regulate their meetings as they think fit. The quorum necessary to transact business at any meeting shall be three.
12.2	Meetings of the directors shall be convened by the Secretary upon receipt of a written request from a director to do so. The provisions of articles 17 and 23.1 shall apply, mutatis mutandis, to meetings of directors. A director or an alternate director who is not within the Republic shall not be entitled to receive notice of the meeting.
12.3	Questions at a meeting of directors shall be decided by a majority of votes.
12.4	(Amended per Special Resolution on 30 September 1995) The directors shall annually elect from amongst their number a Chairman who shall hold office for one year who shall be eligible for a maximum of three consecutive terms of office as Chairman. A Director may be re-elected as Chairman after serving a three-year term. provided that a minimum period of one year has elapsed between terms of office as chairman.
12.5	If two persons have been nominated for election, then a secret ballot shall be held to determine which of them shall be elected chairman and if each of the two nominees receives an equal number of votes then the chairman shall be determined from their number by lot.
12.6	If three or more persons have been nominated, a secret ballot shall be held to eliminate one of the nominees and the nominee receiving the greatest number of adverse votes shall be eliminated. Thereafter, further secret ballots shall be held until only two nominees remain and the chairman shall then be determined from between such two nominees by lot.
12.7	At any meeting of directors where a chairman is elected there shall also be elected a deputy chairman and the provisions of articles 12.4, 12.5 and 12.6 shall apply, mutatis mutandis, to such election.
12.8	Subject to article 4.3, a meeting of directors at which a quorum is present shall be competent to exercise all or any of the authorities and powers by or under these presents or the regulations of the Council for the time being vested in or exercisable by the directors generally.
12.9	A resolution in writing signed by all the directors present in the Republic, being not less than the number required to form a quorum, shall be as valid and effectual as if it had been passed at a duly convened meeting of directors: provided that where a director is not present in Johannesburg but his alternate is so present, then such resolution must be signed by such alternate. Such a resolution may be recorded in more than one document in like form each signed by one or more directors.
12.10	The directors may appoint committees from among members of the Council and may fix the quorum thereof which shall not be less than two, and may delegate any of their powers and authorities to any such committee and may make rules for regulating the proceedings thereof. The chairman shall be an ex officio member of all committees appointed in terms of this article 12.10. Any such committee shall be entitled to co-opt such person or persons as it may think fit from amongst members of the Council. The chairman of any such committee need not be a director.
12.11	The meetings and proceedings of any committee shall be governed by the provisions in these articles for regulating meetings and proceedings of directors so far as the same are applicable thereto and are not superseded by any rules made by the directors for the regulation of such meetings and proceedings.
12.12	All acts done at any meeting of directors or of any committee of directors or by any person acting as a director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the director or person acting as aforesaid, or that he or they or any of them were disqualified or had vacated office or were not entitled to vote, be as valid and effectual as if every such person had been duly appointed as was qualified to be and to act and vote.
13	ALTERNATE DIRECTORS
13.1	Each director shall have the power to appoint a person to act as alternate director in his place and at his discretion remove such alternate director and to appoint another in his stead: provided that the appointment of such alternate director shall be made in writing and approved by the directors.
13.2	On such appointment being made and approved by the directors the alternate director shall in all respects be subject to the terms and conditions existing with reference to the other directors of the Council.
13.3	An alternate director shall be entitled to act at all meetings and in all proceedings in which and on all occasions when the director who appointed him does not himself act. An alternate director shall not be entitled to any remuneration for his services as such.
13.4	An alternate director, whilst acting in the place of the director who appointed him, shall exercise and discharge all the duties and functions of the director he represents. The appointment of an alternate director shall be cancelled and the alternate director shall cease to hold office whenever the director who appointed him shall cease to be a director or shall give notice in writing to the Secretary that the alternate director/representing him shall have ceased to do so. A director retiring at any annual general meeting and being re-elected shall not, for the purposes of this article, be deemed to have ceased to be a director.
13.5	Unless the members so resolve in general meeting, an alternate director shall not be entitled to any remuneration or to any reimbursement of expenses incurred in and about the business of the Council or in attending meetings of the directors or of committees appointed in terms of article 12.10 but shall look for any such remuneration or reimbursement to the director who appointed him.
14	MEMBERSHIP
14.1	Persons who are members of the societies listed in the Schedule hereto and of any other society recognised by the directors from time to time as a body whose aims and objects are consistent with the aims and objects of the Council and whose annual subscriptions to the Council have been received by the Council shall, by virtue of membership of such societies and receipt by the Council of their membership subscriptions from such societies, automatically be members of the Council.
14.2	Annual subscriptions to the Council payable by members shall be fixed by the directors from time to time and notified to the societies.
14.3	The lists of persons submitted to the Council by the societies from time to time showing the names and addresses of the members of such societies shall constitute the register of members of the Council.
14.4	Annual subscriptions shall be payable on or before the last day of December of each year. A person whose annual subscription is not received by the Council before that date shall ipso facto cease to be a member with effect from the day following that date but will automatically be reinstated as a member with effect from the date of receipt by the Council of his annual subscription from the society of which he is a member.
14.5	Upon the recommendation of the directors, the Council in general meeting may elect as honorary life members of the Council persons who, in its opinion, have contributed significantly to the advancement of its aims and objectives. Honorary life members shall be entitled to the ordinary privileges of membership except the right to vote or take part in the management of the affairs of the Council. They shall not be required to contribute to the funds of the Council nor shall they be required to be members of any society.
15	GENERAL MEETINGS
15.1	Save as is provided for in the Act, an annual general meeting shall be held not later than nine months after the end of each financial year of the Council and not more than fifteen months shall elapse between the date of one annual general meeting of the Council and that of the next.
15.2	All meetings of the Council other than annual general meetings referred to in article 15.1 shall be called "general meetings" but, should the context so require "general meetings" shall include annual general meetings. The annual general meeting and all other general meetings of the Council shall be held at such place and at such time as the directors may from time to time determine:- provided that the directors shall convene a general meeting of the Council whenever required to do so by the provisions of the Act.
16	NOTICE OF MEETINGS An annual general meeting and a general meeting shall be called by not less than twenty-one clear days' notice in writing despatched in accordance with the provisions of article 23.1 to all members of the Council in good standing at the time: provided that a meeting of the Council shall, notwithstanding the fact that it is called by shorter notice than that specified in this article 16, be deemed to have been duly called if it is so agreed by a majority in number of the members having the right to attend and vote at the meeting, being a majority holding not less than ninety-five per cent of the total voting rights of all the members. The period of notice shall be reckoned exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting.
17	GENERAL MEETING REQUISITIONED BY MEMBERS Upon a requisition signed by not less than one hundred members the directors shall, by giving not less than twenty-one clear days' notice in writing, call a general meeting to be held not later than two months from the date of receipt of the requisition. The notice of such meeting shall specify the nature of the business to be conducted thereat and no other business shall be considered at such meeting.
18	PROXIES In every notice calling a general meeting of the Council and upon the face of every proxy form issued by the Council there shall appear with reasonable prominence a statement that a member entitled to attend and vote thereat is entitled to appoint one or more persons as his proxy to attend, speak and vote in his stead and that a proxy must be a member in good standing of the Council.
19	NON-RECEIPT OF NOTICE The accidental omission to give any member the required notice of a general meeting or the non-receipt of any such notice by any member shall not invalidate any resolution passed at any such meeting.
20	BUSINESS OF GENERAL MEETINGS
20.1	The business of an annual general meeting shall be -
20.1.1	to receive and consider the annual financial statements and the auditors' report;
20.1.2	to appoint the auditors and fix their remuneration;
20.1.3	to elect directors in the place of those retiring by rotation or otherwise; and
20.1.4	to consider any other matter of which due notice has been given. No other business may be transacted at an annual general meeting.
20.2	The notice calling a general meeting shall specify the nature of the business to be conducted thereat and no other business shall be considered at such meeting.
20.3	The quorum for a general meeting shall be ten members personally present and entitled to vote at the meeting. No business shall be transacted at a general meeting unless a quorum is present.
20.4	The chairman, or in his absence the deputy chairman, shall be entitled to take the chair at every general meeting but if there be no chairman or deputy chairman or if at any meeting neither is present at the time appointed for the holding thereof, or if both shall have notified their inability to be present, the members personally present shall choose another director as chairman and if no director is present or if all the directors present decline to take the chair, then such members personally present and entitled to vote shall choose one of their number to be chairman.
20.5	All questions, motions and matters arising at or submitted to any general meeting shall be decided by a majority of the votes cast and shall, in the first instance, be decided by a show of hands. In the case of an equality of votes the chairman, shall both on a show of hands and at a poll, have a casting vote in addition to the vote to which he is entitled as a member.
20.6	At any general meeting, unless a poll is demanded -
20.6.1	by the chairman; or
20.6.2	by not less than ten members having the right to vote at the meeting; or
20.6.3	by a member or members representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; a declaration by the chairman that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority shall be final and an entry to that effect in the minute book of the Council shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution.
20.7	If a poll is demanded, it shall be taken in such manner and at such place and time as the chairman of the meeting directs and either immediately or after an interval or adjournment (not exceeding ten days). The demand for a poll may be withdrawn. Scrutineers shall be elected to count the votes and to declare the result of the poll and their declaration, which shall be announced by the chairman of the meeting, shall be deemed to be the resolution of the meeting on the question in respect to which the poll was demanded. In case of any dispute as to the admission or rejection of a vote the chairman of the meeting shall determine the same and such determination made in good faith shall be final and conclusive.
20.8	The chairman of a general meeting may, with the consent of the meeting, adjourn the same from time to time and from place to place but no business shall be transacted at any such adjournment other than the business left unfinished at the time when the meeting was adjourned.
20.9	The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question upon which a poll has been demanded. It shall not be competent to demand a poll upon the question of any adjournment.
21	VOTES OF MEMBERS
21.1	A member personally present and entitled to vote at a general meeting shall on a show of hands and on a poll have one vote only: provided that a proxy who represents more than one member shall, upon a poll have one vote for every member he so represents but he need not, if he votes, use all his votes or cast all the votes he uses in the same way. If a proxy votes on a show of hands he shall have only one vote irrespective of the number of members he represents.
21.2	The appointment of a proxy shall be made by means of a proxy form signed by the appointer. Any such instrument of proxy shall be valid only for the meeting designated therein or for any adjournment of such meeting. No person shall be appointed proxy who is not a member of the Council in good standing and qualified to vote. The form of the proxy shall be as follows with such variations which the directors may from time to time approve - "I.... of .... being a member of the South African Orchid Council and entitled to vote, hereby appoint .... of .... a member of the Council, or failing him .... of .... a member of the Council or failing him the duly appointed chairman of the meeting as my proxy to attend and I speak and vote on a show of hands or on a poll for me and on my behalf at the annual general meeting/general meeting of the Council to be held in .... on the .... day of .... at .... a.m./p.m. and at any adjournment thereof. this .... day of .... (Signature of Appointer) Please indicate with a cross in the spaces below how you wish your vote to be cast. In the absence of any such indication the proxy will exercise his discretion in voting or in abstaining from voting. For Against Abstain Resolution 1 Resolution 2 (Amended on 22 May 2001) Election of Directors - Maximum number of candidates to be voted for ..... (to be indicated by Secretary) Candidate 1................... Candidate 2..................... etc.
21.3	(Amended on 22 May 2001) The instrument of proxy shall be deposited with the Secretary of Council not less than forty-eight hours before the time for the holding of the meeting or adjourned meeting, as the case may be, and unless such instrument is so deposited the proxy shall not be entitled to attend and vote at the meeting. In computing the aforesaid period of forty-eight hours, Saturdays, Sunday and Public Holidays shall not be taken into account.
21.4	A vote given by a proxy in accordance with the terms of the instrument appointing him shall be valid notwithstanding the previous death or insanity of the appointer or revocation of the proxy unless an intimation in writing of such death, insanity or revocation shall have been received at the office of the Council before the meeting or any adjournment thereof, as the case may be.
22	AUDITORS
22.1	Once at least in every financial year the accounts of the Council shall be examined and the correctness of the annual financial statement certified and a report made to members pursuant to the provisions of the Act by one or more auditors, duly appointed in accordance therewith.
22.1.1	(Amended on 19 November 2003) The Financial Year of the Council shall end on 31st March each Year.
22.2	The auditor shall be supplied with copies of the annual financial statements intended to be laid before the Council in general meeting and shall at all reasonable times have access to the books and accounts and vouchers of the Council and shall in addition thereto also have the further rights conferred upon them by the Act.
22.3	The auditors appointed at each annual general meeting by the members shall hold office until the conclusion of the next annual general meeting of the Council. The remuneration of the auditors shall be fixed by agreement with the Council.
22.4	Annual financial statements when audited and approved by an annual general meeting of the Council shall be deemed conclusively correct and shall not be reopened: provided that if any error is discovered therein within three months after the approval thereof, the annual financial statements shall forthwith be corrected and henceforth shall be conclusive.
23	NOTICES
23.1	All notices to members shall be despatched from the Council's office and shall be deemed to have been properly served upon a member if -
23.1.1	delivered to him personally or transmitted to him through the post in a prepaid envelope or in any journal published by the Council and circulated to all members in a prepaid wrapper addressed to each member at his registered address; or
23.1.2	delivered to the society referred to in article 14.1 of which he is a member or transmitted through the post in a prepaid envelope bearing the address of the society as furnished to the Council from time to time. The registered address of a member shall be deemed to be that address which is furnished by the relevant society referred to in article 14.1,
23.2	Should the directors so determine, the notice given to members pursuant to article 23.1 may also be advertised to members by publication in leading newspapers circulating in the Republic as selected by the directors.
23.3	Any notice sent by the Council by post shall be deemed to have been served on the day on which the envelope containing the same or the wrapper containing the journal in which the notice appears is posted. It shall be sufficient proof of service to show that the envelope or wrapper was properly addressed and posted.
23.4	Every notice calling a general meeting of the Council shall comply with the provisions of the Act. Where a period of notice is required to be given, the day of service and the day of the meeting shall not be taken into account for the purpose of calculating such period.
24	REPRESENTATION Council may sue or be sued in any court of law in its corporate name. All powers of attorney and other documents which may have to be executed for the aforesaid purpose shall be signed by a person authorised so to do by resolution of the directors.
25	INDEMNITY
25.1	Subject to the provisions of the Act, no director, secretary or other officer or servant of the Council shall be liable for any loss or expense incurred by the Council through the wrongful or negligent act or omission of any other director, secretary or officer or servant of the Council.
25.2	Subject to the provisions of the Act every director, secretary and other officer or servant of the Council shall be indemnified by the Council against any loss or expense which any such director, secretary, officer or servant may incur or become liable for by reason of any contract entered into or act or omission on his part as such director, secretary, officer or servant and it shall be the duty of the directors to pay out of the funds of the Council all such costs, losses and expenses as may be incurred by the aforesaid.
26	FINANCE
26.1	All membership subscriptions received by the Council from societies and all other funds received by the Council from whatsoever source shall be the property of the Council and shall be under the control of the directors who shall cause the same to be invested or re-invested or otherwise dealt with in such manner as they may from time to time determine.
26.2	All bills of exchange, cheques, promissory notes and any other instrument evidencing the financial commitment or obligation of the Council shall be signed on behalf of the Council by any two directors or by one director and an officer or by any two officers.
26.3	No contract, deed or undertaking of any nature under which the assets or revenues of the Council are diminished or burdened in any way shall be entered into by any employee or agent of the Council unless specifically authorised by resolution of the directors to do so: provided that the directors may by resolution confer a general authority on such persons as they deem fit to execute from time to time such minor contracts, deeds and undertakings which are required to be entered into or given for the purpose of the day-to-day running and administration of the Council and its affairs.
27	ACCOUNTS
27.1	The directors shall cause to be kept such books of account as are prescribed by the Act. The books of account shall be kept at the office of the Council or at such other place as the directors think fit and shall always be open to inspection by the directors.
27.2	The directors shall from time to time determine to what extent and at what places and times the accounts and books of the Council shall be opened to the inspection of members and no member (not being a director) shall have any right to inspect any account or book or document of the Council save as provided in the Act or as authorised by the directors or by resolution of the Council in general meeting.
27.3	The directors shall, pursuant to the provisions of the Act, from time to time cause to be prepared and laid before the Council in general meeting such annual financial statements and reports as are required by the Act.
27.4	The Council shall comply with the provisions of the Act in regard to the preparation of interim reports.
27.5	In lieu of delivery to each member, a copy of every annual financial statement which is to be laid before the Council shall be delivered or transmitted through the post in a prepaid envelope to each of the societies referred to in article 14.1 at their respective addresses as notified to the Council from time to time.
28	WINDING UP If the Council is wound up, the assets remaining after payment of all the debts and liabilities of the Council, including the costs of liquidation, shall be utilised in the manner specified in clauses 6.1 and 6.2 of the Memorandum of Association.
29	(Amended per Special Resolution on 29 April 1989) Amendments to the Memorandum and Articles of Association of the Company shall be effected in accordance with the provisions of the Companies Act, 1973 (Act 61 of 1973).

SCHEDULE
Cape Orchid Society	PO Box 3347 Cape Town 8000
Transvaal Orchid Society	PO Box 2678 Johannesburg 2000
Natal Orchid Society	PO Box 3404 Durban 4000
Orgideevereniging van Noord-Transvaal	Posbus 2722 Pretoria 0001
Eastern Province Orchid Society	2 Linton Road Mill Park Port Elizabeth 6001
Pietermaritzburg Orchid Society	PO Box 862 Pietermaritzburg 3200
South Coast Orchid Society	PO Box 31 Amanzimtoti 4125
Peninsula Orchid Society	29 Denchworth Road Gleemoor Athlone 7700
Queensburgh Orchid Club	PO Box 438 Hillcrest 3650
Border Orchid Society	24 Oakhill Road Vincent East London 5247
Zululand Orchid Society	PO Box 154 Melmoth 3835
Lowveld Orchid Group	PO Box 424 Nelspruit 1200
Wolkberg Orgidee Groep
Umhlatuzana Orchid Species Society
Orgideevereniging van Suid-Kaap	Posbus 1311 George 6530

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