Constitution of the TuksAlumni Association

(As approved at the Annual General Meeting held on 8 October 2004)

1. Definitions

In this Constitution, unless the contrary is explicitly stated, the words below have the following meanings attached to them:

"Board" means the TuksAlumni Board.
"Council of the University" means the Council of the University of Pretoria as established in terms of section 27 of the Act on Higher Education, Act 101 of 1997.
"Secretary" means the Secretary of TuksAlumni designated in terms of paragraph 8.2.5 of this Constitution.
"Members" means members of TuksAlumni who have obtained membership in terms of paragraph 6.
"Elected members" means members of TuksAlumni who have been elected to the Board in terms of paragraph 8.2.1.
"Regional representative" means the representative elected by the members of TuksAlumni residing in a particular region, under the Rules for Regional Organisations as referred to in paragraph 10.
"Convocation" means all the persons who obtained a degree from the University of Pretoria.
"Executive" means the Vice-Chancellor and Principal and any other person who, in terms of a decision of the Council of the University, is a member of the Executive.
"University" means the University of Pretoria.
"Senate" means the Senate of the University.

2. The name

The name of the Association is: "TuksAlumni".

3. The Assoiciation

TuksAlumni is an association of which members of the Convocation of the University of Pretoria and all other persons who qualify as members in terms of paragraph 6 of this Constitution, obtain membership.

4. The mission of TuksAlumni:

For members of TuksAlumni

To unite all members into a cohesive unit as members of the Convocation and other interest groups of the University;
to represent members at appropriate forums, where the interests of members are affected by the formulation of the University's policy and goals;
to provide a support service to members by way of appropriate programmes, to enable them as a cohesive unit to strive effectively for their own aims and those of the University.

For the University

To cultivate and extend members' loyalty to the University;
to work together on appropriate processes aimed at supporting the strategic focuses of the University;
to support the University in the maintenance of high academic standards;
to continuously convey a positive image of the University.

5. Objectives

To, by means of appropriate representation on the Council of the University and other forums, to give expert input supporting the striving of the University of Pretoria for excellence;
to serve as an effective communication and information instrument among members mutually and between members and the University;
to promote a healthy esprit de corps among members;
to support the University in attaining the agreed strategic goals;
to project a positive image of TuksAlumni;
to liaise with alumni associations of other tertiary institutions.

6. Membership

6.1 Categories of members:
	6.1.1	Ordinary members
		6.1.1.1	All members of the Convocation of the University, or persons who obtained a diploma or certificate, the curriculum and status of which have been approved by the Senate, are automatically members of TuksAlumni, provided that any such person may indicate in writing that membership is not desired.
		6.1.1.2	The Board may on application grant membership to the following persons:
			Persons with a degree who have completed at least one year of successful study at the University; full-time/permanent staff of the University who obtained a degree from another tertiary institution and who in terms of paragraph 6.1.1.1 do not automatically obtain membership.
	6.1.2	Honorary members
		6.1.2.1	The Board may, on the basis of nominations submitted to it, grant honorary membership to any person who associates him/herself in a meritorious way with the University and the goals of TuksAlumni.
		6.1.2.2	A decision to grant honorary membership shall be taken unanimously by the Board.
6.2	Obtaining of membership
	6.2.1	Application for membership
		6.2.1.1	Application for membership shall be directed in writing to the Board, on the prescribed form made available for this purpose and shall be signed by the applicant.
		6.2.1.2	By signing and submitting his/her application, the applicant declares that he/she subscribes to the goals of TuksAlumni and subjects him/herself to the Constitution.
	6.2.2	Nomination of honorary members
		6.2.2.1	Nominations for honorary members shall: be submitted to the Board in writing; be signed by at least 10 (ten) members of TuksAlumni; and contain a motivation explaining why honorary membership ought to be granted.
6.3	Register of members
	The Secretariat, in consultation with the Registrar of the University, keeps updated a register of members of TuksAlumni, in which the different categories of membership are listed.
6.4	Termination of membership
	6.4.1	The Board may terminate a member's membership if, in the opinion of the Board, he/she: has damaged the reputation of TuksAlumni; no longer acts in the interest of TuksAlumni; has contravened the provisions of the Constitution.
	6.4.2	A member may terminate his/her membership by submitting a letter of resignation to the Board.

7. Nomination of Members

7.1	The power to nominate the prescribed number of members of the Convocation to the Council of the University of Pretoria, is exercised as follows by TuksAlumni.
	7.1.1	If a vacancy arises on the Council of the University for the position of representative of the Convocation, irrespective of the reason, the Secretariat announces in the public press that nominations in writing from Members of TuksAlumni are invited for candidates.
	7.1.2	A nomination is signed by at least 4 (four) members, contains the acceptance in writing of the nomination by the nominee and a statement under his/her signature that he/she is a member of the Convocation. The nomination is submitted to the Secretariat on the date and at the time announced in the public press. Nominations shall be accompanied by an appropriate motivation and Curriculum Vitae of the nominee.
	7.1.3	Should only one person be nominated, the Secretary forthwith declares the person properly elected.
	7.1.4	Should more than one person be nominated for the vacancy, the Secretariat will also advise Alumni by e-mail of such nominations. The Secretariat will also submit the nominations to the Annual General Meeting or an Extraordinary Meeting. Alumni who are unable to attend the meeting called for this purpose may cast their vote by e-mail, as stipulated in Art. 8.2.1.4, together with the Alumni attending the meeting for a recommendation to the Board in accordance with a procedure laid down by the Board. Hereafter the Board shall appoint the persons. This appointment shall be made during a meeting of the Board of TuksAlumni.

8. Management of TuksAlumni

8.1	The Board of TuksAlumni
	The management of TuksAlumni consists of the Board, which is constituted as follows.
	8.1.1	10 (Ten) elected members who are constituted as follows:
		8.1.1.1	Chairperson
		8.1.1.2	Vice-Chairperson
		8.1.1.3	8 (Eight) Directors
	8.1.2	2 (Two) serving Regional Representatives who may be co-opted in terms of a decision by the management.
	8.1.3	Ex officio members
		8.1.3.1	The President of the Convocation.
		8.1.3.2	A representative of the Executive.
		8.1.3.3	The Director: Marketing and Communication of the University.
		8.1.3.4	The President of the Central Students' Council or his/her nominee.
	8.1.4	Co-opted members The Board may co-opt two members in order to reinforce its representative or expertise basis.
8.2	Composition of the Board and functional structures
	8.2.1	Elected members
		8.2.1.1	At the Annual General Meeting members, either in person or by proxy or by electronic ballot, elect members to serve on the Board for a period of twenty-four (24) months.
		8.2.1.2	At least 14 (fourteen) days before the date of the Annual General Meeting, the nominations of members to the Board, properly nominated and seconded by two members on a form made available for this purpose by the Board, shall be handed in to the Secretariat for submission to the Annual General Meeting.
		8.2.1.3	The nomination form, signed by the nominee, shall be accompanied by a short appropriate Curriculum Vitae.
		8.2.1.4	The election of members to the Board shall, in the event of members present, take place by way of sealed ballots.This will also be the case for members with proxies from members not able to attend the Annual General Meeting or the Extraordinary Meeting. Members who prefer to vote by means of electronic ballot, will timeously, but no less than two weeks before the day of the Annual General Meeting, be invited to cast their vote by means of electronic ballot. To ensure that members are indeed members of the Convocation, they will be requested to provide either their student number or their identity number before a ballot paper will be issued to them. In case of electronic voting the identity of the member will only be known to the Secretariat.
		8.2.1.5	Elected members are full members of the Board.
		8.2.1.6	Elected members can be re-elected.
		8.2.1.7	An elected member shall, if the majority of the members of the Board so decide at a formal meeting, vacate his/her office, after which the vacancy so arising is filled in the manner prescribed in paragraph 8.6.
		8.2.1.8	An elected member may voluntarily resign from office by giving notice in writing to this effect to the Board, in which case the vacancy so arising is filled in the manner prescribed in paragraph 8.6.
	8.2.2	The President of the Convocation
		8.2.2.1	The President of the Convocation is a full member of the Board.
		8.2.2.2	The President of the Convocation represents the interests of the members of the Convocation in the Board.
	8.2.3	Representative of the Executive
		8.2.3.1	The Executive of the University is represented on the Board by the Vice-Chancellor and Principal: Provided that the Executive may at any time nominate another member of the Executive.
		8.2.3.2	The member of the Executive is a full member of the Board.
		8.2.3.3	The member of the Executive gives particulars of the strategic focuses of the University to the Board.
		8.2.3.4	The member of the Executive acts, taking into account the functional and authority structures of the University, as a communication channel between the Board and the Executive.
	8.2.4	Director: Marketing and Communication of the University
		8.2.4.1	The Director: Marketing and Communication of the University is a full member of the Board.
		8.2.4.2	The Director: Marketing and Communication of the University gives by virtue of his task description, particulars of the strategic and action plans of the University to the Board and ensures the co-ordination and integration thereof with those of TuksAlumni..
	8.2.5	Head: Alumni Relations
		8.2.5.1	The Executive, after consultation with the Board, appoints the Head: Alumni Relations.
		8.2.5.2	The Head: Alumni Relations exercises the rights and powers granted to him/her under this Constitution. The Board may from time to time in consultation with the responsible line manager, give further powers and instructions to the Head: Alumni Relations, who will similarly have the power to delegate in consultation with the Board any such power and instructions to any subcommittee of TuksAlumni or any employees of the University, or to carry out such instructions by means of such subcommittee or employee.
		8.2.5.3	Unless the Board decides to the contrary, the Head: Alumni Relations acts as Secretary of TuksAlumni.
		8.2.5.4	The Head: Alumni Relations is not a member of the Board.
	8.2.6	Chairperson, Vice-Chairperson and portfolios
		8.2.6.1	At its first meeting the Board elects a chairperson and vice-chairperson from the ranks of elected members, who are not in the permanent/fulltime employ of the University, by way of secret ballot. In the event of a tie in voting, the President of the Convocation will have a casting vote.
		8.2.6.2	The term of office of the Chairperson and the Vice-Chairperson is 12 (twelve) months and he or she can be re-elected.
		8.2.6.3	The Board elects two members who, with the Chairperson, Vice-Chairperson, Secretary and the Director: Marketing and Communication form an Executive Management.
		8.2.6.4	The Executive Management performs tasks which are allocated to it by the Board.
		8.2.6.5	The Executive Management meets as frequently as decided by the Chairperson.
		8.2.6.6	A quorum for the Executive Management is three persons and decisions are taken by majority vote. The Chairperson has a casting vote in a tie in voting: provided that the Secretary is not entitled to vote.
8.3	Quorum requirements: Board The quorum for the Board is half the number of members plus one.
8.4	Meetings of the Board
	8.4.1.	The Board meets at least twice (2 times) a year and is presided over by the Chairperson and if he/she is absent, the Vice-Chairperson. If both the Chairperson and the Vice-Chairperson are absent, the Board elects a chairperson from its ranks for the meeting.
8.5	Voting procedure of the Board
	8.5.1	Decisions of the Board are taken by way of a majority of the members present who are entitled to vote.
	8.5.2	Every member present who is entitled to vote has 1 (one) vote with regard to a motion which is brought to the vote.
	8.5.3	If there is a tie in voting, the Chairperson has the casting vote.
	8.5.4	Unless the Chairperson arranges to the contrary, voting takes place by way of secret ballot.
8.6	Vacancies on the Board
	8.6.1	In addition to the termination of membership in the course of time, a member's membership of the TuksAlumni Board is terminated by -
		8.6.1.1	a letter of resignation to the Board; or
		8.6.1.2	a decision of the Board or the Executive in terms of paragraph 8.2.1.7 and 8.2.3.1 respectively;
		8.6.1.3	vacating the office on the grounds of which membership was obtained.
	8.6.2	Incidental vacancies of elected members are filled, under a decision of the Board, for the unexpired term of the member who occasioned the vacancy.
	8.6.3	The vacancy of Head: Alumni Relations is filled in terms of paragraph 8.2.5.1.
8.7	Powers and responsibilities of the Board
	8.7.1	The Board actively supports the Executive of the University in the identification and materialization of the University's strategic focuses regarding members of TuksAlumni and in terms of the provisions of this Constitution, in consultation with the University, to put into effect the objectives of TuksAlumni.
	8.7.2	Without derogating from the general tenor of paragraph 8.7.1, the Board may, unless expressly prohibited therefrom under the provisions of this Constitution, legalize or confirm any decisions, steps or acts, undertake projects, lay down or amend rules and/or procedures and in general act or become involved in any act of whatever nature which contributes to the promotion or pursuance of the objectives of TuksAlumni..
8.8	Delegation of powers
	8.8.1	The Board may delegate by way of Rules or specific instruction any obligation or power which has been allocated to it under this Constitution.
	8.8.2	Any person or subcommittee to which duties and powers are transferred under the provisions of paragraph 8.8.1, may further delegate such duties and powers or have them executed through the mediation of another person: Provided that such person or subcommittee is at all times still accountable to the Board regarding the execution of such power or duty.

9. The Annual General Meeting (AGM)

9.1	The Annual General Meeting The Annual General Meeting is a meeting of the members of TuksAlumni.
	9.1.1	Number of meetings
		9.1.1.1	One Annual General Meeting is held annually provided that not more than fourteen (14) months may pass between meetings.
	9.1.2	Convening of Annual General Meeting
		9.1.2.1	The Annual General Meeting of TuksAlumni is convened annually by the Secretariat and held at a time and place determined by the Board.
		9.1.2.2	Notice of the Annual General Meeting is given at least 30 days before the meeting.
		9.1.2.3	Notice of the Annual General Meeting is given by way of an appropriate notice in the public press.
		9.1.2.4	The Secretary makes available at the office of TuksAlumni the particulars of the agenda and supporting schedules at least 5 (five) days before the date of the meeting.
	9.1.3	Powers and activities of the Annual General Meeting
		9.1.3.1	Considers the minutes of the previous Annual General Meeting and the minutes of all Extraordinary Meetings held since the previous Annual General Meeting.
		9.1.3.2	Considers matters arising from the relevant minutes..
		9.1.3.3	Elects in terms of this Constitution the appropriate number of members to serve on the Board.
		9.1.3.4	Considers and approves the annual report of the Chairperson of the Board.
		9.1.3.5	Considers motions submitted in accordance with the provisions of this Constitution.
9.2	Extraordinary meetings
	9.2.1	Extraordinary Meetings of members are held under a decision of the Board to this effect, or at the request in writing of at least 100 (one hundred) members: Provided that notice of the meeting shall be given 14 (fourteen) days before the meeting. Extraordinary Meetings are convened by the Secretary in the manner prescribed in paragraph 9.1.2.
	9.2.2	The decision by the Board, or the request by members that an Extraordinary Meeting should be held, shall contain a written exposition of the particular matters to be dealt with at the meeting.
	9.2.3	The Secretary shall within 3 (three) days after such a decision has been taken, or request received, convene an Extraordinary Meeting, which shall take place within 14 (fourteen) days of the date of notification of the meeting.
9.3	Procedures and requirements: Annual General Meeting and Extraordinary Meetings
	9.3.1	The Chairperson of the Board, and in his/her absence the Vice-Chairperson of the Board, presides over the meeting. Should the Chairperson and the Vice-Chairperson both be absent, the meeting elects a Chairperson from its own ranks to preside over the meeting.
	9.3.2	A quorum consists of 50 (fifty) members.
	9.3.3	If a quorum is not present, the meeting is postponed for half an hour, after which the members present will be a quorum.
	9.3.4	Motions which are submitted with a view to an Annual General Meeting shall be signed and be submitted to the Secretary in writing at least 14 (fourteen) days before the commencement of the meeting.
9.4	The right to vote at meetings
	9.4.1	Right to vote :
		9.4.1.1	Members of TuksAlumni present at the meeting concerned and members of TuksAlumni who have recieved proxies from members of TuksAlumni and members of TuksAlumni who are on the electronic database of TuksAlumni and who were invited to vote in terms of Art. 8.1.2.4 by e-mail, may vote.
		9.4.1.2	Persons with a written proxy of a TuksAlumni Member as accepted by the Chairperson.
9.5	Voting procedure
	9.5.1	The provision in paragraph 8.5 applies mutatis mutandis.
9.5	Minutes
		Complete minutes shall be taken of all Annual General Meetings and Extraordinary Meetings and such minutes will be open for inspection by members.

10. Rules and regulations

10.1	The Board may, subject to the provisions of this Constitution, make or amend or rescind Rules and Regulations which are aimed at supporting the operation of this Constitution and the goals of TuksAlumni.
10.2	Rules and Regulations, or any amendment or withdrawal thereof which the Board makes under this Constitution, are binding on all members with effect from the date of the decision of the Board.
10.3	The Secretariat is obliged to maintain a Rules and Regulations volume, which volume shall lie for inspection at the office of TuksAlumni.

11. Authority structure

The line management and functional lines of authority shall be strictly followed by office-holders: Provided that the informal organisation, practical functioning and mutual consultation among persons are not restricted.

12. Amendment of the Constitution

12.1	Notice of any proposed change to, rescinding of or addition to this Constitution, shall be sent in writing to the Secretary at least 21 (twenty-one) days before the Annual General Meeting, or 14 (fourteen) days before an Extraordinary Meeting, for submission to the meeting concerned.
12.2	No amendment of or addition to this Constitution takes effect unless it has been approved by a majority of those entitled to vote who are present at an Annual General Meeting or an Extraordinary Meeting convened for this purpose.
12.3	Amendments to this Constitution shall also be submitted for final approval to the Commissioner of Inland Revenue.

13. Dissolution of TuksAlumni

13.1	TuksAlumni may be dissolved by a decision of an Extraordinary Meeting which shall be specially convened for this purpose.
13.2	The decision to dissolve TuksAlumni shall be taken by a majority vote of the members present at the Extraordinary Meeting.
13.3	After taking a decision to dissolve TuksAlumni, the following provisions shall be complied with.
	13.3.1	An interim committee shall be appointed to finalise the affairs of TuksAlumni;
	13.3.2	the interim committee shall be constituted of:(i) the members serving on the Board; (ii) 2 (two) members nominated by the Extraordinary Meeting.
	13.3.3	At the dissolution of TuksAlumni all assets, after the obligations of TuksAlumni have been met, are transferred to an organisation whose aims are similar to those of TuksAlumni, or those of the University of Pretoria, as the case may be, which may deal therewith in the sole discretion of the management.

14. General Provisions

14.1	In order to execute the aims referred to in paragraph 5, the activities of TuksAlumni will be arranged so that
	14.1.1	the activities of TuksAlumni will be aimed wholly at promoting its main or sole aim;
	14.1.2	TuksAlumni will not conduct any business, including ordinary trading activities, speculative transactions as well as the purchasing of property with the intention of obtaining an income from rental therefrom;
	14.1.3	no profits or losses will be distributed to any person and the funds will be used solely for investment or the objectives for which TuksAlumni was established;
	14.1.4	funds available for investment will be invested only at registered financial institutions, as defined in section 1 of the Financial Institutions Act (Investment of Funds), 1984 and in shares listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985).