Commonwealth Open Schooling Association (COMOSA)

About COMOSA

The COMOSA is a non-profit, democratic, collaborative and futuristic organization based on mutual respect and committed to support the efforts of open schooling institutions. The basic objective of the association is to cooperate and collaborate in development, promotion and introduction of innovative, high quality, relevant, equitable, gender-sensitive and cost-effective programmes of school education for sustainable development in commonwealth countries through Open and Distance Learning Mode, and thereby targeting to achieve the Millennium Development Goals (MDG) of the United Nations.

The Chairman, National Institute of Open Schooling (NIOS), India (Dr. S. S. Jena) has been elected as the first Chairperson of the COMOSA in its general Body Meeting held on 25 November, 2009. It was also resolved by the members of COMOSA to have its first Secretariat located at NIOS Campus, NOIDA (India) 201309.

Prof. D. B. Gupta from the State Open School, Jammu and Kashmir (India) has been elected as the Treasurer of COMOSA. As resolved by the COMOSA members, a joint account for COMOSA is to be opened in Jammu and Kashmir to be operated by the Chairperson and the Treasurer of the Association. The COMOSA Secretariat is taking necessary action for registration of COMOSA in India as per law of the country.

Constitution

As agreed by delegates to the Inaugural Workshop on 24th November 2009

Preamble

We, a group of open school/open and distance learning practitioners, meeting from 23rd to 24th November 2009 at New Delhi, India;

In view of our conviction that open schooling has the capacity to expand access, to promote equity, to deliver high-quality and effective services, and to reduce the unit costs of education at all levels; and

Recognising the importance of partnerships in meeting the need for a dramatic expansion in access to all levels of schooling and vocational education, viz. learning for livelihoods, as identified in COL's three-year plan for the period 2009 - 2012, entitled Learning for Development;

Now, therefore, we resolve to establish the Commonwealth Open Schooling Association, hereinafter referred to as "The Association" or by the acronym COMOSA.

Name of the Association

The organisation shall be called The Commonwealth Open Schooling Association.

Definitions

Association is:
the body established in terms of this document and referred to as the Commonwealth Open Schooling Association.
Board refers to:
the Board of Governors of the Association created in terms of Article XIII and fulfilling the functions outlined there and throughout this Constitution.
Chairperson is:
the person elected in terms of Article XII to fulfil the functions of the chief governing officer of COMOSA, as defined in Article XII(2)(a) and throughout this Constitution.
Chief Executive Officer is:
the person appointed by the Board to execute policies and decisions of COMOSA as defined in Article XIV and throughout this Constitution.
Member in good standing is:
any member of the Association, whether institutional, associate or honorary, whose membership is not suspended or terminated in terms of the provisions in Article VIII(4).
Open and Distance Learning (also referred to by the abbreviation 'ODL') is defined as:
a planned programme of study, which is characterised by the:
  • Separation of the teacher from the learner in time or space, or in both;
  • Use of various technologies to bridge that separation, including: print, audio or video materials, and/or information and communications technologies (ICTs);
  • Three-way communication so that learners can interact with the institution, tutors and/or other learners;
  • Possibility of face-to-face meetings for tutorials, learner-learner interaction, laboratory or practice sessions; and
  • Use of industrialised processes, where there is a division of labour that contributes to reduced unit costs through economies of scale.
Open Schooling (also referred to by the abbreviation 'OS') is defined as:
Any of a range of flexible approaches, using open & distance learning methods, to provide structured opportunities for studying at levels below those traditionally offered by universities or other tertiary institutions.

Legal Status

  1. The Association shall be registered as a non-profit organisation under the laws of the jurisdiction where the Association's registered office will be located.
  2. In any document incorporating COMOSA, the Association shall have the capacity in law of suing and being sued in its own name and the power, subject to those laws, of purchasing or in any manner acquiring, holding, hiring, letting, selling, exchanging or otherwise alienating any movable or immovable property, of granting to any person a real right in, or servitude on, its property and of investing, lending or borrowing money.

General Provisions

  1. The Registered Office of the Association shall be located at such place as may be determined by a resolution passed by the Board of Governors of the Association.
  2. The financial year shall run as determined by the Board.

Vision & Mission

  1. The VISION STATEMENT of the Association is to become:
    dynamic community of institutions/organisations dedicated to the development of open schooling as a means of providing educational opportunities for all.
  2. The MISSION STATEMENT of the Association is:
    As a democratic, collaborative and futuristic organisation based on mutual respect, COMOSA is committed to supporting the efforts of open and distance learning institutions to coordinate, cooperate and collaborate in the development, promotion and introduction of innovative, high quality, relevant, equitable, gender-sensitive and cost-effective programmes and services of education for sustainable development.

Aims & Objectives

The Association aims to achieve a number of outcomes which have been grouped under the following headings:

  1. Networking
    1. To provide opportunities for managers and staff from open schools to communicate, meet and interact with one another to raise and discuss issues of mutual concern;
    2. To facilitate the exchange of information on current developments in open schooling;
    3. To encourage and support mutual learning from experience;
    4. To strengthen collaboration between open schools around the world;
    5. To facilitate cooperation with other regional and international bodies/institutions; and
    6. To facilitate student participation in the activities of COMOSA.
  2. Advocacy
    1. To promote the concept of open schooling and highlight its potential to local, regional, provincial, state and national governments, as well as international bodies;
    2. To work towards popularising this form of education among potential participants in countries around the world;
    3. To advocate and lobby for increased participation by open school practitioners in policy-making for education at national and international levels;
    4. To highlight the need for National Qualifications Frameworks and examination systems that can accommodate the particular requirements of open schooling;
    5. To promote mechanisms for the Recognition of Prior Learning and for the accumulation and transfer of credits that will enable those who take part in open schooling to move freely into other forms of education and training or vice-versa;
    6. To work towards an international accreditation system for open schooling.
  3. Capacity Building
    1. To provide opportunities for continuing professional development and skills upgrading for open schooling practitioners (for example, through workshops, study tours, staff exchanges and/or discussion forums for specialised staff);
    2. To build consensus among open schooling professionals on ethics, performance standards and elements of best practice;
    3. To build and strengthen the internal capacity of member institutions by providing technical assistance, consultancies, training and other support services; and
    4. To provide advice and technical support for new open schools, as well as for existing institutions undergoing a process of restructuring or transformation.
  4. Sharing of Resources
    1. To facilitate the formation of consortia for the acquisition and/or development of shared learning materials and/or programmes;
    2. To establish and promote other initiatives for sharing materials, resources and expertise among the Association's members;
    3. To advise open schools on the availability and use of Open Educational Resources or other learning materials that can be accessed at minimal cost;
    4. To develop and maintain a digital platform for making open information readily available; and
    5. To identify and exploit cost-efficient technologies for sharing information.
  5. Project Development & Coordination
    1. To liaise between international funding bodies, national governments, corporate donors and open schools to alert the latter to funding opportunities, to assist in the conceptualisation of projects and to help in the preparation of funding proposals;
    2. To facilitate the formation of consortia to pursue joint projects; and
    3. To coordinate, administer and/or manage the activities of such consortia.
  6. Research & Development
    1. To collect basic data and maintain a database of open schools, including (but not limited to): level(s) at which education is provided, details of programmes/courses offered, technologies used and key statistics (e.g. enrolments, number of local study centres, staff complement, assessments/measurements of impact, etc.);
    2. To facilitate the standardisation of definitions and measures (for example, of student numbers, Full-Time Equivalent students, drop-out rates, examination pass rates, etc.) to assist open schools in determining what data they should collect and to allow for meaningful comparisons between open schools and across jurisdictions;
    3. To design studies for researching aspects of open schooling, including (but not limited to): tracer studies to identify the benefits and/or limitations of participation in OS;
    4. to build internal capacity within member institutions by facilitating the involvement and participation of their staff in international research projects;
    5. to disseminate the findings of research.
  7. Quality Assurance
    1. To develop acceptable standards for the delivery of ODL programmes and to initiate a Code of Practice for the Association's members;
    2. To promote the provision of quality support services (e.g. administrative, tutorials guidance and counselling, etc.);
    3. To support the monitoring of these standards by making arrangements for peer reviews, formal audits and international evaluation missions;
    4. To provide quality assurance mechanisms for the international accreditation of open schools; and
    5. To take advocacy initiatives to implement these standards in member countries.
  8. Gender Equity
    1. To sensitise members of the Association to gender issues as they relate to open schooling;
    2. To promote gender-responsive approaches and programmes in open schooling;
    3. To draw up guidelines for ensuring that OS materials are gender-neutral; and
    4. to encourage and support equal participation by women in the activities of the Association, in its Secretariat and in its governance structures.

Functions & Powers of COMOSA

  1. The functions of COMOSA shall be to achieve its aims and objectives with legitimate means at its disposal.
  2. For the purpose of achieving those aims and objectives, the Association may:
    1. Establish such internal structures as the Board may deem necessary;
    2. Create and maintain such chapters as may be determined by a resolution of the membership;
    3. Purchase, hire or otherwise acquire and sell, let or otherwise dispose of movable and immovable property;
    4. Open banking accounts;
    5. Take up, borrow or lend any money, with or without security;
    6. Establish reserve funds, or invest moneys not immediately required for its affairs, with any financial institution or legitimate instrument approved by the Board;
    7. Enter into agreements with any person, organisation, government or other body upon such conditions as may be mutually agreed;
    8. Compile, publish and distribute research and other educational materials, and to assert copyright over such materials;
    9. perform any tasks and do all other things that may be required, incidental or conducive to the attainment of the aims and objectives of the Association.
  3. COMOSA, through its Board, may pursue global partnerships with other institutions and bodies toward the advancement of open schooling.

Elected Office-Bearers of the Association

  1. Elected office-bearers of the Association
    1. The Association shall have the following elected office-bearers:
      1. Chairperson,
      2. Vice-Chairperson,
      3. Secretary,
      4. Treasurer.
    2. Persons nominated by institutional members in good standing of the Association are eligible to stand for election as elected office-bearers, except in the case of the first general meeting of the Association when nominations can be made by those present.
    3. Notwithstanding Article XII(1)(b), elected office-bearers, once elected, serve in an individual capacity and not as representatives of the institutions that nominated them. Should a conflict of interest arise for one or more elected office-bearers they shall recuse themselves, and the remaining office-bearers shall be charged with arriving at decisions.
    4. The period of office for elected office-bearers shall normally be two years, except for the first elections that will take place immediately upon establishment of the Association, when the office-bearers shall be elected for one year.
    5. If re-elected to the same office, an office-bearer may continue to hold office for a second two-year term, after which they shall not be eligible for re-election to the same office for a period of four years.
  2. Roles & Functions of Elected Office-Bearers
    1. Chairperson
      1. The Chairperson shall normally preside over all meetings of the Board and report on actions taken as appropriate.
      2. The Chairperson shall also preside over all general meetings of the Association and report to the membership on behalf of the Board.
      3. The Chairperson shall act as the day-to-day supervisor for the Association's CEO.
      4. The Chairperson shall represent the Association in discussions with external bodies, funders and government agencies.
    2. Vice-Chairperson
      1. In the absence of the Chairperson, or when the Chairperson is unavailable for a particular engagement, or if the Chairperson is unable to continue in the post, the Vice-Chairperson shall perform the duties of the Chairperson.
    3. Secretary
      1. The Secretary shall oversee the issuing of notices convening all meetings of the Board and all general meetings of the Association.
      2. The Secretary shall be responsible for ensuring that a clear and accurate record of the official business of the Association is prepared and maintained, including minutes of all meetings of the Board and of all general meetings.
      3. The Secretary shall also act as the Returning Officer for all votes at meetings of the Association and for all signed ballots as described in Article XI(2), except when she or he has an interest in the outcome of a vote or ballot.
      4. The Secretary shall be responsible for ensuring that the Register of members provided for in Article VIII(2) is properly maintained and up to date.
      5. Additionally, the Secretary shall be responsible for overseeing the preservation of all records of the Association as provided for in Article XVII and keep the common seal in safe custody.
    4. Treasurer
      1. The Treasurer shall be responsible for overseeing the management of all funds received and disbursed by the Association.
      2. The Treasurer shall ensure that books of account for all monies received and paid out by the Association are properly maintained.
      3. The Treasurer shall prepare statements of account at least once every quarter and present these to meetings of the Board.
      4. The Treasurer shall be responsible for the presentation of audited accounts and the report from the Association's Auditors to the Annual General Meeting of the Association.
      5. The Treasurer shall also make all financial records available to the Board and the Association's Auditors for inspection.
    5. Nomination and Election of Office-Bearers
      1. Except for the first general meeting of the Association, when office-bearers shall be nominated and elected by those present, the elected office-bearers shall be elected at the Annual General Meeting of the Association. In so far as possible, the office-bearers of the Association shall come from different regions.
      2. A call for nominations to fill vacant positions for elected office-bearers shall be circulated to all members of the Association at least sixty (60) calendar days before the date of the Annual General Meeting.
      3. Any institutional member in good standing of the Association may nominate an individual as a candidate for election as an elected office-bearer of the Association, provided that:
        1. candidates for the office of Chairperson shall be nationals drawn from the four regions of the Commonwealth - Asia, Africa, the Caribbean (including Canada) and the Pacific - on a rotating basis with the exception of the first Chairperson;
        2. candidates for other elected offices may be nationals of any Commonwealth country;
        3. no two candidates or elected office-bearers may be employed by the same institution; and
        4. all candidates must indicate their acceptance of the nomination in writing.
      4. All such nominations must be submitted in the prescribed format to the registered offices of the Association not less than twenty (20) calendar days before the date of the Annual General Meeting.
      5. Candidates for election as elected office-bearers of the Association shall submit in writing a document, not exceeding three hundred (300) words, describing their background and experience of open schooling and their policy platform to the registered offices of the Association not less than twenty (20) calendar days before the date of the Annual General Meeting.
      6. The Secretariat of the Association shall circulate the candidates' documents without editing to all members of the Association not less than ten (10) calendar days before the date of the Annual General Meeting.
      7. No other contact shall take place between the candidates or the institutions that nominated them and other members of the Association to canvas for their election.
      8. When the election of elected office-bearers takes place at the Annual General Meeting, the Chairperson of the Association shall hand over the chair to the Vice-Chairperson or another member of the Board if she or he is standing for election.
        1. Voting shall take place by means of "signed" or validated ballots from those taking part in the Annual General Meeting either in person or by virtual means. Each institutional member in good standing shall have a single vote. Voting by proxy shall not be allowed.
      9. When there are more than two candidates for a particular office, voting shall take place using the single transferrable vote method. Each ballot shall be marked by writing the number one (1) opposite the member's first preference for election to each post, the number two (2) opposite the member's second preference, and so forth until all of the member's preferences have been recorded. The ballot shall then be "signed" or validated as described in Article XI(2).
      10. Counting of the votes shall take place in front of the assembled members using the single transferrable vote method, as follows:
        1. For the first count, the ballots shall be sorted into piles for each of the candidates on the basis of the number of first preferences or number ones received. If one of the candidates receives an absolute majority (50% plus one) of the first preference votes cast, she or he shall be deemed elected.
        2. If no candidate receives an absolute majority of first preference votes, a second count shall be carried out by eliminating the candidate with the fewest first preference votes and redistributing her or his ballots to the piles for other candidates on the basis of the second preferences or number twos recorded on the ballot. If, after completing this redistribution, one of the candidates receives an absolute majority of first and second preference votes cast, she or he shall be deemed elected.
        3. If no candidate receives an absolute majority of first and second preference votes, a third and subsequent counts shall be carried out, in each case eliminating the candidate with the fewest ballots in her or his pile and redistributing them in accordance with the third or subsequent preferences, until such time as one candidate has received an absolute majority of votes cast.

Board of Governors

  1. Composition of the Board
    The Board of Governors shall consist of:
    • The Chairperson of the Association,
    • The Vice-Chairperson of the Association,
    • The immediate Past Chairperson of the Association,
    • The Secretary of the Association,
    • The Treasurer of the Association,
    • The Convenors (or, in their absence, the Deputy Convenors) of all Chapters of the Association,
    • The Representatives (or, in their absence, the Alternate Representatives) of Affiliated Organisations,
    • Not more than three other persons co-opted by the Board at its discretion, and
    • The CEO of the Association (in an ex officio, non-voting capacity).

Functions and Liabilities of Board Members

  1. The Board shall be responsible for the conduct of the affairs of the Association between Annual General Meetings.
  2. To the fullest extent that the laws of the jurisdiction where the Association's registered office is located, as now in effect or as hereafter amended, permit elimination or limitation of their liability, no elected Office-bearer, governor or employee of the Association shall be personally liable for any damage or loss arising out of any action taken by her- or himself in good faith, or any failure to take any action, as an elected office-bearer, governor or employee, unless such loss or damage is due to her or his wilful misconduct, dishonesty, gross negligence or failure to comply with any provision of this Constitution, with the rules and regulations of the Association or the laws of the jurisdiction where the Association's registered office is located.
  3. Provided that the conditions outlined in Article XIII(2)(b) have been met and except as prohibited by law, each elected office-bearer, governor and employee of the Association shall be entitled as of right to be indemnified by the Association against expenses and liabilities paid or incurred by such person:
    1. In the defence of any action to which such person is a party; or
    2. In connection with any other action against Association.
  4. A person who is not an elected office-bearer, governor or employee of the Association may be similarly indemnified in respect of service to the Association to the extent that the Board at any time designates such person as entitled to the benefits outlined in Article XIII(2).
  5. The term "liabilities" shall be understood to include any and all amounts of judgements, fines, penalties, excise taxes and amounts paid in settlement of an action.
  6. The term "expenses" shall be understood to include all legal fees and expenses for counsel incurred by the person so indemnified, but only if:
    1. The Association has not, at its own expense, assumed responsibility for the defence of the person so indemnified; and
    2. The person has not been found to be excluded from entitlement to indemnification by virtue of her or his failure to meet the conditions in Article XIII(2)(b).

Meetings of the Board

  1. Meetings of the Board shall be held at least four times every year.
  2. At least twenty-one (21) calendar days' notice shall be given to all Board members of any such meeting.
  3. Members of the Board may take part in meetings either by attending in person at the meeting venue or virtually using information and communications technologies.
  4. The quorum for meetings shall be fifty per cent (50%) of members of the Board. In the event of the absence of a quorum the board members taking part shall reschedule the meeting, which may take place without a quorum.
  5. Insofar as possible, decisions of the Board shall be taken by consensus. However, should it be necessary to put any matter to a vote, each Board member taking part either in person or electronically in the meeting shall be entitled to cast a single vote.
  6. The decision of an absolute majority of Board members taking part both in person and electronically at a meeting shall constitute a decision of the Board. In the event of an equality of votes in relation to any matter, the Board member presiding at the meeting shall have a casting vote.
  7. Any member of the Board who is in any way, whether directly or indirectly, materially or otherwise in a contract or other arrangement which has been or is to be entered into by the Association, or who subsequently becomes materially or otherwise connected in any such contract after it has been entered into, shall declare her or his interest and full particulars thereof before or at the first meeting of the Board held thereafter at which it is possible for her or him to do so. If such a contract or arrangement is discussed by the Board during a meeting, any interested member shall withdraw from the meeting before any discussion takes place, and she or he shall not participate in any vote in connection therewith.
  8. Minutes of each meeting of the Board of Governors shall be made available to each member of the Board at least fourteen (14) calendar days before the next succeeding meeting. Each member of the Board shall be presumed to have assented to such minutes unless her/his objection thereto has been made to the Secretary before or at such succeeding meeting.

Powers & Duties of the Board

The powers and duties of the Board shall be as follows:
  1. To oversee the affairs of the Association;
  2. To carry out the policies of the Association and pass such general regulations or special rules as may be considered expedient in order to give effect to such policies;
  3. To approve all capital and operating budgets of the Association;
  4. To nominate Auditors for appointment at the next Annual General Meeting;
  5. To ratify the terms of reference for and appoint members to various committees of the Board, ad hoc committees, commissions and task forces (as the need arises);
  6. To appoint persons to fill vacancies on the Board that may arise during the year;
  7. To supervise the work of the Association's CEO; and
  8. To perform all the functions of employers in relation to persons employed. by the Association to staff its Secretariat or for any other purpose.
  1. Removal from Office
    1. A member of the Board shall vacate office:
      1. If she or he resigns membership giving at least once (1) month's notice in writing to the Secretary of the Association, though the Board may waive this period of notice;
      2. If she or he is found, by a competent authority or court of law, to be of unsound mind or guilty of felonious criminal activity;
      3. If the Board, with sufficient cause and after observing due process, requests the resignation of the member;
      4. If, a/lilit any general meeting of the Association, a resolution that the member or members of the Board be removed is passed by two-thirds of institutional members in good standing who are taking part in the meeting either in person or electronically.
    2. All resignations or removals from office of elected office-bearers or other Board members shall be reported at the next general meeting of the Association.
  2. Remuneration of Board Members
    1. Elected office-bearers and other members of the Board shall not receive any remuneration for their services as elected office-bearers and/or Board members.
    2. Notwithstanding the prohibition in Article XIII(6)(a) above, elected office-bearers and other members of the Board shall be entitled to be reimbursed for actual expenditure on travel, subsistence and other approved out-of-pocket expenses incurred in the performance of their duties on behalf of the Association.

Committees of the Board

  1. The Board may establish such sub-committees, standing committees, special committees, commissions, task forces or other subordinate structures as are approved by resolution at its meetings.
  2. The Board shall ratify the terms of reference for any such committee or subordinate structure so established.
  3. The Board shall appoint the chairpersons and members of any such committee or subordinate structure so established.
  4. The chairperson of any committee or subordinate structure established by the Board shall submit reports on the work of the body at such times and in such forms as may be requested by the Board.
  5. The chairpersons and members of any committee or subordinate structure established by the Board shall not receive any remuneration for their services, but shall be entitled to reimbursement of actual expenses incurred in the performance of their duties on behalf of the Association.

Secretariat

  1. The Board of Governors may establish such internal structures as may be required to form a Secretariat in order to promote the aims and objectives of the Association. Such internal structures may be located at the Association's registered office and at any other place that the Board may direct in writing.
  2. The Board of Governors may employ a Chief Executive Officer and such persons as it sees fit to staff the Association's Secretariat. The terms and conditions of employment, as well as the rates of remuneration and allowances shall be determined by the Board.
  3. The chief executive officer is the head of the secretariat and shall work at the direction of the Chairperson and upon the advice of the other elected office-bearers, and shall be answerable to the Board of Governors.
  4. The Chief Executive Officer shall be responsible for:
    1. Executing the policies and decisions of the Board;
    2. Managing the day-to-day operations of the Association and submitting regular reports;
    3. Liaising with members of the Association;
    4. Representing the Association in contacts with other bodies, the press and the general public;
    5. Recruiting other staff, recommending candidates for employment by the Board, and supervising their work; and
    6. Administering the day-to-day financial affairs of the Association.

Finances of the Association

  1. Sources of Funding
    1. The Association shall be financed by some or all of the following sources:
      1. Membership fees or subscriptions,
      2. Grants from external bodies,
      3. Donations from funding agencies,
      4. Contributions from governments,
      5. Fees or charges levied in respect of publications, conferences or other services rendered.
    2. In addition to the above-mentioned sources, the Board may adopt any other legitimate measures for raising funds on behalf of the Association, subject to ratification at the next general meeting of the Association.
  2. Establishment and Management of Accounts
    1. The funds of the Association shall be deposited in a bank approved by the Board.
    2. Funds may be placed in current, savings or investment accounts, and in any other legitimate financial instrument approved by the Board.
    3. Withdrawals from and cheques drawn upon these accounts or financial instruments shall be executed as prescribed in the Association's Financial rules.
    4. Duplicate statements of all accounts and financial instruments shall be made available to the Chief Executive Officer and to the Treasurer to enable regular monitoring of the Association's financial affairs.
  3. Appointment of Auditors
    1. The Auditors of the Association shall be appointed by a resolution passed by a majority of institutional members in good standing taking part in the Annual General Meeting either face-to-face or electronically.
    2. The Treasurer shall cause proper books and records of account to be maintained in respect of all financial transactions, in such manner and form as may be required by the Auditors.
    3. The Association's Auditors may examine all books and records of account, and such other documents as may be required to ascertain the state of the Association's financial affairs, upon giving not less that seven calendar days' notice in writing to the Chief Executive Officer. All of the Association's elected office-bearers, Board members and employees shall cooperate fully with the Association's Auditors by answering their questions and by making these books and records of account or other documents available for inspection.
    4. The Auditors shall carry out an in-depth audit of the Association's accounts annually and shall prepare audited statements in accordance with the laws of the jurisdiction where the Association's registered office is for presentation at the Annual General Meeting, or at any extraordinary general meeting of the Association called for this or another purpose.
    5. The Auditors shall also be responsible for making such examinations of financial records of the Association as the Auditors deem necessary from time to time, for the purpose of reporting to its members.

Rules & Regulations of the Association

  1. The Board shall have the power to make, amend or revoke rules and regulations in pursuance of the aims and objectives of the Association and for the proper conduct of business, provided that no rule or regulation shall contravene any part of the Constitution.
  2. Any general meeting or signed ballot may revoke or amend any rule or regulation by a simple majority vote of institutional members in good standing.
  3. The decision of the Board on any rule or regulation, or on the interpretation thereof, shall be final and binding on all members of the Association, unless and until such decision has been over-ruled or amended by a general meeting or a signed ballot.

Maintenance & Examination of Records

  1. The Board shall determine which books, documents and other records of the Association require back-up copies and how those back-up copies will be maintained.
  2. Any institutional member in good standing of the Association may examine all of the books, documents and other records of the Association upon giving not less that fifteen calendar days' notice in writing to the Chief Executive Officer. Such records shall be supplied to the institutional member that requested them in such manner and form that:
    1. Facilitates examination from a remote location;
    2. Ensures that the information contained therein cannot be altered by an unauthorised person; and
    3. maintains the security and confidentiality of the information contained therein.

Authorisation & Execution of Documents

  1. Any two of the elected office-bearers of the Association shall have the authority to affix their signatures and affix the seal to documents in the name of and on behalf of the Association.
  2. In the event that any two of the elected office-bearers of the Association are unable to carry out this function, the Board shall have the power, by majority vote, to appoint two other members of the Board as alternate signatories to sign and affix the seal to documents on behalf of the Association.

Interpretation of the Constitution and Rules of the Association

  1. On any point where the Constitution or the Rules of the Association are silent, or where a conflict of interpretation arises, the decision of the Board shall be final, subject always to the over-riding authority of the membership at a general meeting.

Amendments to the Constitution

  1. The Constitution of the Association shall not be rescinded, altered or otherwise amended except by resolution passed and confirmed by the membership at a general meeting, or by a signed ballot in the following manner:
    1. The mover of the proposed resolution must be an institutional member of the Association in good standing;
    2. The mover shall give six (6) weeks' notice in writing to the Chief Executive Officer of the Association, setting out the final wording of the proposed amendment to the Constitution;
    3. The Chief Executive Officer shall set out the resolution, including a copy of the proposed amendment in full, in the notice convening such meeting or calling such ballot; and
    4. Any resolution amending the Constitution shall not be passed unless there is an affirmative vote by sixty per cent (60%) of all institutional members in good standing taking part in the meeting either face-to-face or electronically, or in the signed ballot.

Dissolution of the Association

  1. The Association shall not be dissolved except by resolution passed at a general meeting convened specifically for this purpose by a vote of not less than two thirds of all Institutional members in good standing.
  2. If no quorum is reached at the meeting referred to in Article XXI(1) above, the proposal to dissolve the Association shall be submitted to a signed ballot of all institutional members in good standing. If two thirds or more of all members in good standing vote in favour of the resolution within a period of thirty days after calling the ballot, the resolution will be deemed to have passed.
  3. Should a resolution for dissolution be passed, after any outstanding liabilities have been settled, the remaining assets of the Association shall be handed over to an organisation with similar aims and objectives to be decided upon by a simple majority vote at the same meeting or during the same ballot which approved the resolution for dissolution.

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