PART I: DEFINITIONS AND INTERPRETATION

DEFINITIONS

WORDS and
MEANINGS

1.2        “A Firm of Consulting Engineers” means a professional practice of Consulting Engineers which may be a sole principal, a partnership or a Company incorporated with limited liability under a Memorandum of Association which restricts its activities to those permitted to Members of the Association, and in which all the directors and shareholders are Consulting Engineers – provided that other suitable persons or bodies who adhere to the rules of Professional Conduct are incorporated, but in such event, the majority of partners, directors or shareholders having financial control of the Firm shall be Consulting Engineers.

1.3       “Consulting Engineer” means a person possessing the necessary qualifications and experience to practice in one or more of the various branches of engineering who devotes himself to advising the public on engineering matters or to designing and supervising the construction of engineering works, and for such purposes employs either solely or in conjunction with another Consulting Engineers his own office and staff, or in the case of a partner, director, consultant, senior staff Member or person performing the professional duties of a partner, director, or consultant of a Firm of Consulting Engineers, uses the office and staff of the said Firm and is not directly or indirectly concerned or interested in commercial, manufacturing or contracting interests such as would tend to influence his exercise of independent professional judgement in the matters upon which he advises.

1.4        “Consultant” means a Consultant to a firm of Consulting Engineers who shall be a person qualified in a recognised profession and retained by the firm for services, but not a partner in or director of the firm.

1.5        “The Association” means the above named Association.

1.6        “The Council” means the Council for the time being of the Association.

1. “Member” means a Member Firm in terms of Clause 23.

1. “Member’s Representative” means a Member Firm’s representative in terms of Clause 24.

WORDS and
MEANINGS

1. “Officer” means the Chairman, Vice-Chairman, Honorary Secretary or Honorary Treasurer of the Association.

1.10      “Botswana” means The Republic of Botswana.

1.11      “Month” means Calendar month.

1.12      “In writing” means written, printed or lithographed, or partly one and partly another and other modes of representing or reproducing words in a visible form.

1.13      Words importing the singular number only shall include the plural number, and vice versa; words importing the masculine gender only shall include the feminine gender, and words importing persons shall include corporations.

PART II:
THE ASSOCIATION

NAME

2.         The Association is named the
ASSOCIATION OF CONSULTING ENGINEERS BOTSWANA with the approved acronym ACEB

Administrative
Offices

3.          The administrative offices of the Association shall be centred in Gaborone Botswana.

OBJECTS
of the
ASSOCIATION

4.1        The objects of the Association are as follows:

4.2        To participate in the national and international affairs which affect the profession.

4.3        To enhance the collective reputation and economic vitality of the Members of the Association.

4.4        To provide Government, public bodies and others with facilities for conferring with and ascertaining collective views of consulting engineer.

4.5        To improve the quality of life for all by the promotion of superior engineering knowledge and skills and their application to projects with professionalism, integrity, independence of judgement and sympathetic consideration of the environment.

4.6        To confer with associations representing manufacturers, contractors and other persons engaged in engineering works on matters of common interest.

POWERS
of the
ASSOCIATION

5.1        In order to promote its objects the Association shall;

5.2        Ascertain the collective views of Consulting Engineers and make these known to the legislature, public bodies and others.

1. Seek representation on educational bodies in connection with

             the training of professional engineers.

5.4        Confer with Associations representing other professions, manufacturers, contractors and persons engaged in engineering works on matters of common interest.

POWERS
of the
ASSOCIATION

Property

Disposal

Trusts

Security

Funds

Guarantee

Charities

Negotiable Instruments

Disciplinary Action

5.5        Act as a medium through which the public can be informed of the standing, experience and qualifications of its Members, and if required advise the public and produce short lists on the suitability of various Firms of Consulting Engineers for specific projects, when requested to do so.

5.6        Purchase, lease, hire or otherwise acquire any movable or immovable property or any rights or privileges which the Association may think necessary or convenient for its objects, and in particular any land, buildings or works, and construct, maintain and alter any buildings or works.

5.7        Sell, let, mortgage, donate, dispose of or turn to account all or any of the property, rights or privilege of the Association.

5.8        Undertake and execute any trusts which may lawfully be undertaken by the Association.

5.9        Borrow or raise money on such terms and on such security as may be approved by a General Meeting of the Association.

5.10      Invest the funds of the Association and lend or advance money to any persons or companies without security, or upon such security and terms and subject to such conditions as may be approved by the Council of the Association.

5.11      Give any guarantee for the payment of any money or the performance of any contract or obligation by any company or person in such manner and on such terms as may be approved by the Council of the Association.

5.12      Establish and support or aid in the establishment and support of any charitable or benevolent associations or institutions and subscribe or guarantee money for charitable or benevolent purposes.

1. Draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange or other negotiable or transferable instruments.

5.14      Take disciplinary action pursuant to Clause 30 hereinafter.

5.15      Do any other things incidental or conducive to the attainment of the above objects or any of them

INCOME and
PROPERTY

Remuneration

6.1        The income and property of the Association shall be applied solely for the promotion of the objects of the Association and no part of it shall be paid or transferred to the Members of the Association except as:

1. Reasonable and proper remuneration to any employee or servant of  the Association, or

Interest

Rent

Expenses

1. Return for any service actually rendered to the Association, or

1. Interest at a rate not exceeding the prevailing Bank of Botswana prime rate per annum on money lent, or

6.5        Reasonable and proper rent for premises let to the Association, or

6.6        Repayment of out-of-pocket expenses.

LIABILITY of
MEMBERS

7.1        The liability of Members is limited to the subscriptions payable in terms of this Constitution

DISSOLUTION

8.1        If upon the winding up or dissolution of the Association there remains any property whatever after the satisfaction of all debts and liabilities, it shall not be paid to or distributed among the Members of the Association, but given or transferred to some other institution or institutions having objects similar to the objects of the Association, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object

ANNUAL
GENERAL  
MEETINGS
General
Meetings

Extraordinary General Meetings

Requisition

Meeting

Expenses

9.1        The Association shall hold its Annual General Meeting in each year between 1st February and 31st March at a venue appointed by the Council.

1. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.

1. The Council may convene an Extraordinary General Meeting whenever it sees fit.  An Extraordinary General Meeting shall also be convened by the Council within twenty-one days of the deposit at the administrative offices of the Association or deposit with the Honorary Secretary of a requisition in writing signed by not less than ten Members in good standing stating the objects of such meeting.

9.4        If the Council does not within twenty-one days from the date of the deposit of the requisition convene a meeting as required by Clause 9.3, the requisitionists, or any of them numbering not less than one half, may on twenty-one days notice themselves convene a meeting stating the objects thereof but no meeting so convened shall be held after the expiration of three months of the date of the deposit of the requisition.

9.5        Any meeting convened by the requisitionists under Clause 9.4 shall be convened as nearly as possible in the same manner as that in which meetings are convened by the Council.

9.6        Any reasonable expense incurred by the requisitionists because the Council fails duly to convene a meeting shall be repaid to them by the Association.

Notice of Meetings

Omission

Business Transacted

Exception

9.7        At least ten days notice of every General Meeting (including the day on which the notice is served or posted and the day of the meeting) specifying the place, the day and the hour of the meeting and the general nature of any special business to be done, shall be given to all Members and other persons (including the Auditors) entitled to receive such notice from the Association, but with the consent of two-thirds of the Members entitled to receive notice, a meeting may be convened upon whatever notice those Members may think fit.

1. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice shall not invalidate any resolution passed or proceeding taking place at a General Meeting.

9.9        The following kinds of business shall be deemed to be special:

9.9.1     All business transacted at an Extraordinary General Meeting.

9.9.2     All business transacted at an Annual General Meeting with the exception of the consideration of the audited accounts, the reports of the Council and of the Auditors, the election of Members of the Council and the appointment of an Auditor or Auditors.

ANNUAL
GENERAL  
MEETING

PROCEEDINGS
at
GENERAL        
MEETINGS        Quorum  

Adjournment

10.1      At every Annual General Meeting the Association shall:

10.1.1   Declare the results of the election of Members of Council.

1. Consider the audited accounts of the Association and any reports laid before it by the Council.

10.1.3   Appoint an Auditor or Auditors.

10.2      No business shall be transacted at a General Meeting unless a quorum is present when the meeting proceeds to business.  Save as otherwise provided in this Constitution SEVEN Members present in person shall be a quorum.

10.3      If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the Meeting, if convened on the requisition of Members, shall be dissolved.  The Honorary Secretary shall advise all Members of adjourned meetings by convenient means on the following working day.

In any other case it shall stand adjourned to the same day in the next week at the same time and place, or at such other place as the Chairman shall appoint and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.

Chairman of the Meeting

PROCEEDINGS
at
GENERAL
MEETINGS
Adjournment

Poll
PROCEEDINGS
at
GENERAL
MEETINGS

Resolution

No poll

Continuance

Casting Vote

1. The Chairman of the Association shall preside as Chairman at every General Meeting but if there shall be no Chairman of the Association or if at any meeting he shall not be present within fifteen minutes of the time appointed for the meeting, or if he is unwilling to preside, the Vice-Chairman shall take his place, failing which the Members present shall choose another Member of the Council, or (if no such Member be present of if each of the Members of the Council present declines to take the chair) a Member of the Association present to preside as Chairman.

1. The Chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall, if so directed by the meeting) adjourn a meeting from time to time and from place to place but no business shall be transacted when the meeting is reconvened other than business set down for the original meeting.  Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as for a new meeting, but otherwise Members shall not be entitled to any notice of adjournment or of the business to be transacted when the meeting is reconvened.

1. At all General Meetings a resolution put to the vote of the meeting shall be decided on a show of hands unless, before or upon the declaration of the result of the show of hands, a written poll is demanded by the Chairman of the meeting or by at least three Members present in person and entitled to vote; unless a poll be so demanded, a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the Minute Book of the Association, shall be conclusive evidence of the vote without proof of the number or proportion of votes recorded in favour of or against that resolution.  Any demand for a poll may be withdrawn.

1. Subject to the provisions of Clause 10.8, if a poll be demanded, it shall be taken at such time and place and in such manner as the Chairman of the meeting shall direct and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

1. No poll may be demanded on the election of a Chairman of a meeting or on any motion of adjournment.

1. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the motion on which a poll has been demanded.

1. If there is an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.

Resolutions

Terms

1. Any Member entitled to be present and vote at a General Meeting may submit any resolution to the meeting provided that at least seven days before the day appointed for the meeting he shall have served upon the Association a notice in writing signed by him containing the proposed resolution and stating his intention to propose it at the meeting.

1. Upon receipt of the notice required by Clause 10.11 the Honorary Secretary shall circulate to all Members the terms of the resolution and the name of the proposer.

VOTES of
MEMBERS           
Proxy

Entitlement

11.1      Each Member shall have one vote.  Members may vote in person or in the case of a Member by proxy; the proxy shall be appointed by the Member in writing.

1. No person other than a Member’s Representative of a Member duly registered who has paid every subscription and other sum due and payable to the Association in respect of his membership shall be entitled to be present or to vote at any General Meeting or to participate in any poll.

BYELAWS         

 Effective

12.1      Byelaws to regulate the affairs of the Association, including Rules of Professional Conduct to regulate the behaviour of Members may be proposed by the Council or any Member of the Association.  They shall conform to the provisions of the Constitution and become effective immediately they are approved by the Council.  Each Member of the Association shall receive a copy of the Byelaws after approval.  The same procedure shall be followed to vary or rescind Byelaws.

NOTICES to      
MEMBERS          Method

Proof

13.1      A notice may be served by the Association upon any Member either by hand or by facsimile transmission or by sending it through the post in a prepaid letter to the address appearing in a Register of Members to be kept by the Honorary Secretary.

13.2      Any notice served by post shall be deemed to have been served on the day it is posted and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and postage was prepaid

ACCOUNTS

Financial Record

14.1      The Honorary Treasurer shall keep or see to the keeping of books of account and the preparation of Final Accounts annually. The books of account shall give a true and fair view of the Association’s financial affairs and record:

1. All money received and expended by the Association and the reason for each transaction.

1. All sales and purchases.

14.4      The assets and liabilities of the Association.

Signatories

Inspection

Financial Year

14.5      All monies, cheques, bills and notes received by the Association shall be deposited in an account opened in the name of the Association with the Association’s bankers.  Unless, otherwise resolved by the Council, cheques on the Association’s bankers shall be signed either by one Member of the Council and the Honorary Secretary or two Members of the Council.  The Association’s bankers shall be selected by the Council.

1. The books of account shall be kept at the administrative office

or wherever the Council shall think fit, shall always be open to inspection by Members of the Council and, subject to any restriction imposed by the Byelaws of the Association, to inspection by Members of the Association.

1. Final Accounts, including an Income and Expenditure Account and a Balance Sheet for the last day of the Association’s previous financial year, signed by the Chairman and Honorary Treasurer (or two Members of the Council) and the Auditor, shall be laid before the Annual General Meeting, at which the Honorary Treasurer shall present a financial report.  The financial year shall end on 31 December.

AUDIT

Appointment


Examination

15.1      Each year the Association’s final Accounts shall be examined and certified by the Auditors, who shall report upon them as they choose.

15.2      Auditors shall be appointed at an Annual General Meeting, and they shall hold office until they resign or are removed at a General Meeting.  Any casual vacancy occurring in the office of Auditor may be filled by the Council and any person so appointed shall continue in office until the Annual General Meeting next after his appointment, but while any such vacancy continues the surviving and continuing Auditors may continue to act.

1. The Auditors shall at all reasonable times have access to the books and accounts of the Association and they may in relation thereto examine the Members of the Council or other officers of the Association.