"THE CAPE ORCHID SOCIETY" — "DIE KAAPSE ORGIDEEVERENIGING" (hereinafter referred as “the Society”).
The Society is constituted as a Body Corporate and shall:
Exist in its own right, separately from its members and office bearers
Continue to exist and strive after its aims and objectives, notwithstanding changes in the composition of its membership or office bearers
Be able to own property and other possessions [See Article 3:(9)-(11)]
Be able to sue and be sued in its own name.
The Registered Office of the Society will be situated at such place in Cape Town as the Committee may from time to time decide.
The objects for which the Society is established are all or any one or more of the following, it being intended that the objects or all or any one or more of the objects specified in paragraphs (1) to (16) inclusive of this clause shall unless otherwise expressed in such paragraph (or where it is impossible from the nature of the object to give such construction) be in no way limited or restricted by reference to or inference from the terms of any other paragraphs and shall be capable of being pursued as an independent object either alone or in conjunction with all or any one or more of the objects specified in the same or in any other paragraph or paragraphs.
To promote, advance, develop and foster the conservation, research, culture, propagation, hybridisation and scientific classification of all orchids and the improvement of the quality and standard thereof. To promote the advancement of knowledge appertaining to orchidology in all its branches and to facilitate and/or assist in the funding or teaching for the education of persons studying in the field of orchid horticulture and/or botany.
To extend the membership of the Society and to stimulate the interest of persons in the activities, aims and business of the Society
To arrange and conduct competitions and public or private exhibitions of orchids as set out by the SAOC.
To establish, promote, form and maintain club rooms or a club for the use and benefit of members of the Society.
With the necessary permission to print and publish any newspaper, pamphlet, newsletter, books, journals, magazines or leaflets that the Society may think desirable for the promotion and furtherance of any of its objects.
In furtherance of the objects of the Society to establish, promote, form and maintain a library.
To subscribe to become a member of or affiliate or co-operate with any other association or society whether incorporated or not whose objects are altogether or in part similar to those of this Society.
To acquire any rights or privileges which the Society may regard as necessary or convenient for the purpose of maintaining, furthering or promoting the objects of the Society.
To purchase, take or lease or otherwise acquire any land or buildings which may be requisite for the purpose of being conveniently used in connection with any of the objects of the Society.
To construct, maintain and alter any buildings or works belonging to the Society necessary or convenient for the purposes of the Society.
To invest moneys of the Society upon such securities as the Committee may from time to time determine and to vary or realise all or any of such investments at any time in manner as the Committee may determine.
To raise money in such manner as the Society shall think fit for the purpose of furthering all or any of the objects and aims of the Society.
To establish and/or support or aid in the establishment and/or support of any other kindred society or societies formed for all or any of the objects of this society.
To sell and dispose of or let any land or other property whether real or personal belonging to the Society for such consideration and upon such terms and conditions as the Society may think fit.
In furtherance of the objects of the Society to purchase, amalgamate with or otherwise acquire all the assets and liabilities of any Society having similar objects to this Society.
To send a delegate or delegates to such a conference or conferences and/or Exhibition or exhibitions that the Committee considers to be in the interest of the Society and at which the Committee considers the Society should be represented.
To do all such other things as are incidental or conducive to the attainment of the above objects.
If upon the winding up or the dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever (movable or immovable) the same shall not be given to or the proceeds thereof paid to or distributed among the members of the Society but shall be given or transferred to some other Society or institution or institutions having objects similar to the objects of this Society and which shall prohibit the distribution of its or their income among its or their members to an extent at least as great as is imposed on the Society under or by virtue of its Constitution.
Subscribers shall be admitted as members to this Society in accordance with this Constitution.
The entrance fees, annual subscriptions and/or other fees and charges payable by any class of members and the time for payment thereof shall be prescribed by the Committee by By-Law.
The Committee may from time to time as it deems fit provide for different classes of members and of membership including Town, Country, Honorary, Life, Junior, Student and Associate and shall define such classes by By-Law.
Subscriptions shall be due and payable three months prior to payment of SAOC affiliation and every year and any member whose subscription is unpaid on the 31st day of March in any year shall cease to be a member of the Society but the Committee may for what in its absolute discretion appears to be good reason and upon such terms and conditions as it deems fit reinstate any person ceasing to be a member under this Article but if the Committee shall omit or refuse to reinstate such person it shall not be bound to give any reason for such omission or refusal.
Any member may at any time withdraw from the Society by giving notice in writing to the Secretary and paying all moneys due at date of giving such notice. Any such member wishing to rejoin the Society shall, unless the Committee otherwise determines, be subject to re-election in accordance with Article 10 but shall not be required to pay the entrance fee (if any) if an entrance fee was previously paid by him/her when he/she originally joined the Society but if in the meantime the entrance fee has been raised he/she shall pay the difference between the entrance fee actually paid by him/her and the entrance fee for the time being of the Society.
All nominations for membership of the Society shall be made, in writing, on a Form of Application as prescribed by the Committee, from time to time. Every person applying for membership shall be proposed by one member of the Society, in good standing, and seconded by another member in good standing. Such application shall be submitted for approval to a meeting of the Committee. Should any application be rejected the Committee shall not be required to give any reason for such rejection. An applicant whose nomination has been rejected shall not be proposed again within a period of twelve months.
On the acceptance of a new member the Secretary shall notify the member in writing thereof and furnish them with a copy of the Constitution and By-laws and request payment of the entrance fee (if any) and first subscription. It shall be understood that the member agrees to be bound by such Constitution and By-laws of the Society in force from time to time. No member shall enjoy any of the benefits and privileges of the Society until payment of the required Subscriptions has been made and if such payment has not been made within one calendar month of acceptance, the acceptance of such member shall ipso facto be void unless the member shall show cause for the delay in payment to the satisfaction of the Committee.
On the recommendation of the Committee an ordinary member may be elected a life member at a General Meeting of the Society and shall thereafter be entitled to all the privileges and subject to all the obligations of membership without paying the annual subscription or any special payment for such life membership. A two-thirds majority of those present and voting, which may be by ballot, shall be necessary at such election.
The Committee may invite as honorary members during temporary residence in the Republic of South Africa such persons as it shall in its discretion think fit. Members may send to the Secretary names suggested for invitation. Honorary members shall not be required to pay any entrance fee or Subscription and they shall not be entitled as of right to any of the privileges of a member.
If any member (including Life Member) shall wilfully infringe any of the Articles or By-Laws or in the opinion of the Committee be guilty of any conduct prejudicial to the interests of the Society the Committee shall have power to expel such member and erase his/her name from the Register but such member shall have the right to appear before and be heard by the Committee. Within forty-eight hours of any motion for expulsion being passed by the Committee the Secretary shall give notice in writing of the Committee's decision to the member concerned.
Any member so expelled shall have the right to appeal to a special General meeting of the Society provided that he/she shall lodge written notice of his/her intention to appeal to such meeting with the Secretary within ten days of having been so expelled and the Secretary shall, after receipt of such notice of appeal, proceed to convene a Special General Meeting for the purpose of hearing such appeal and due notice of such meeting shall be given to the appellant. At such meeting a majority of those present and voting shall be required to confirm such expulsion otherwise the member shall be reinstated.
No member dealt with by the Committee under any of these articles shall have any claim for damages or otherwise against the Committee or any member thereof or the Society in respect of anything said by any member in Committee or in respect of his/her expulsion whether it is subsequently confirmed by a Special General Meeting or not and the notice of appeal provided for in Article 14 shall be deemed a specific request by the person lodging the same to the Committee to inform such Special General Meeting of the facts of the case and its reasons for its decision. No person who has exercised his/her right of appeal shall have any claim for damages or otherwise against the said Committee or any member thereof or any member of the Society in respect of anything said by any member of the Committee or of the Society at such Special General Meeting.
THE COMMITTEE
The Committee of the Society shall consist of a President, a Past-President as here below set out, Vice-President, Treasurer, Secretary, Librarian, Show Chairman, Newsletter Editor and Three Committee members all of whom excepting the Past-President shall be elected at a First General Meeting to be held after the incorporation of the Society and thereafter at each Annual General Meeting of the Society when all such members of the Committee shall retire but shall be eligible for re-election: PROVIDED that the President may not hold office for more than three consecutive years. On his/her retirement as President he/she becomes the immediate Past-President and as such shall automatically become a member of the Committee for three months with full powers. The Vice-President shall likewise not hold office as such for more than three consecutive years.
Each retiring Officer and Committee member shall remain in office until the conclusion of the Annual General Meeting at which he/she or his/her successor is elected to office.
The Committee shall at its discretion have power from time to time to appoint and remove the following Assistant Honorary Officers, namely Assistant Treasurer, Assistant Secretary. Assistant Librarian and Assistant Show Chairman and to define their duties and obligations. Each of such Officers shall be entitled to be given notice of and be present at all meetings of the Committee but shall not be entitled to vote on any matter before the Committee unless the Treasurer, Secretary, Librarian and/or Show Chairman (as the case may be) shall not be present at such meeting.
Any member of the Committee shall ipso facto be deemed to have vacated his/her office if he/she:
Ceases to be a member of the Society or
Is declared bankrupt or insolvent or
Becomes an insane patient or an insane or incapable person or
Resigns his/her office by notice in writing to the Secretary or President or
Is removed from office by resolution passed in pursuance of these Articles at a General Meeting or in the case of the Assistant Treasurer, Assistant Secretary. Assistant Librarian and/or the Assistant Show Chairman is removed from office by resolution of the Committee or
Absents him/herself from three consecutive meetings of the Committee without leave of absence PROVIDED ALWAYS that the Assistant Treasurer, Assistant Secretary. Assistant Librarian, Assistant Show Chairman shall be deemed to have received leave of absence from a meeting of the Committee at which the Treasurer, Secretary, Librarian, Show Chairman (as the case may be) is in attendance or
Becomes prohibited or disqualified from being a Director of a Company under the provisions of the Companies Act of 1973 (Act 61 of 1973)
Holds any office of profit under the Society.
Any casual vacancy amongst the members of the Committee may be filled by the Committee and any person so chosen shall retain his office so long only as the vacating member would have retained the same if no vacancy had occurred.
MANAGEMENT
The management of the business and affairs of the Society shall be vested in the Committee.
The Assistant Treasurer, Assistant Secretary, Assistant Librarian and Assistant Show Chairman shall also be ex officio members of the Committee but shall only vote at meetings of the Committee pursuant to the provisions of Article 18. The President only shall ex officio be a member of all Sub-Committees.
SECRETARY
The Committee may from time to time appoint and remove and fix the remuneration of the Secretary and Assistant Secretary.
The Secretary shall perform such duties as may be prescribed from time to time by the Committee and until otherwise determined by the Committee he/she shall conduct the correspondence of the Society, keep full and correct Minutes of all proceedings and meetings of the Society and of the Committee: Keep a register of members setting forth the name in full, and address of each member and specifying the class of members to which he/she belongs, and where such Register is not in such a form as to constitute in itself an index, shall keep an index of the names of the Members of the Society
He/she shall also have the care and custody of all such documents and papers of the Society as decided by the Committee. He/she shall obey all lawful directions of the Committee and whenever required by the Committee he/she shall render to it an account of all transactions, matters and things relating to the Society or its affairs of which he/she may have the control or of which he/she may have any cognizance. The Assistant Secretary shall perform such duties in aid of the Secretary as the Committee shall from time to time determine
TREASURER
The Treasurer shall receive all moneys payable to the Secretary and shall make payments upon the authority of the Committee. He/she shall keep an accurate account of all receipts and payments in a book or books which shall be available for inspection by Members of the Committee for any moneys received by him/her. He/she shall submit a financial statement containing such information as the Committee may from time to time require at each meeting of the Committee together with all accounts submitted to the Committee for payment. All monies belonging to the Society shall at the first reasonable opportunity after receipt be lodged in such Bank as the Committee may from time to time determine to the credit of the Society. All sums expended by him/her without the prior authority of the Committee shall be reported by him/her to the next meeting of the Committee for ratification. He/she shall also perform such other duties in relation to the financial affairs of the .Society as the Committee shall from time to time require.
POWERS AND DUTIES OF THE COMMITTEE
The Committee in addition to the powers and authorities by this constitution or otherwise expressly conferred upon it may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not by this Constitution expressly directed or required to be exercised or done by the Society in General Meeting.
Without prejudice to the general powers conferred by Article 25 and elsewhere in these Articles the Committee shall have power:
To pay out of any moneys of the Society the costs and charges and expenses preliminary and incidental to the promotion, formation and establishment and registration of the Society
To purchase, take options, take over in exchange or on lease, hire or otherwise acquire any real or personal property rights or privileges which the Society is authorised to acquire at such price and generally on such terms and conditions as the Committee deems fit
To institute, conduct, defend, compound or abandon any legal proceedings by or against the Society or its officers or otherwise concerning the affairs of the Society and also to compound and allow time for payment or satisfaction of any debt due to or any claim or demand by or against the Society
(To appoint and from time to time suspend or remove any employee or paid officer of the Society subject to The Labour Relations Act
To delegate any of its authorities powers and discretions to Sub-Committees consisting of such member or members of the Committee as it deems fit and may co-opt for the benefit of any such Sub-Committee any member of the Society or other person and may from time to time revoke, withdraw, alter or vary such delegation or co-option. Any Sub-Committee so formed shall in the exercise of the authorities, powers and discretions so delegated, conform to any regulations that may from time to time be imposed upon it by the Committee.
To appoint and at its discretion to remove or suspend such as Honorary Stewards or persons to perform any other duties in an Honorary capacity as it may from time to time deems fit and to determine their powers and duties
To give receipts, releases and other discharges for money payable to the Society and for all claims and demands of the Society provided that nothing in this paragraph shall prevent the receipt of moneys by the Treasurer in the ordinary course of business as Treasurer.
To invest any moneys of the Society not immediately required for the purposes thereof on such securities and in such manner as it may deems fit and subject as aforesaid from time to time to vary or realise such investments
To determine from time to time the conditions on which members may use the library and as to whether books may be removed and by whom and on what conditions
To make, vary and rescind any By-Laws or Regulations which it may from time to time consider necessary for the management and well-being of the Society and for any purpose connected with the Society or any of its objects PROVIDED ALWAYS that no By-Law or Regulation shall be inconsistent with, nor shall affect or repeal anything contained in this constitution of the Society and PROVIDED ALSO that any By-Law or Regulation may be set aside by Resolution passed by a majority of not less than two-thirds of the members present and voting at a General Meeting and prior to which meeting not less than fourteen days' notice in writing shall have been given to the Secretary by at least two members of their intention to move for the setting aside of such By-Law or Regulation.
To appoint any delegate or delegates to represent the Society for any purpose with such powers as may be thought fit and to revoke any such appointment.
To determine from time to time who shall be entitled to sign on the Society's behalf receipts, acceptances, cheques, contracts and other documents
To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Society as they may consider expedient for or in relation to any of the purposes of the Society and which it may lawfully do or make.
PROCEEDINGS OF THE COMMITTEE
The Committee may meet together for the despatch of business and otherwise regulate their meetings and proceedings as they deems fit. Unless otherwise determined by the Society in General Meeting five members of the Committee shall be a quorum. The President may at any time and the Secretary shall upon the request of any three members of the Committee convene a meeting of the Committee.
The President or in his/her absence a Vice-President shall take the chair at all meetings of the Committee and if at any meeting no one of such officers be present within ten minutes after the time appointed for holding the same the members present shall choose someone of their number to be Chairman of the meeting.
Questions at any meeting of the Committee shall be decided by a majority of votes and the Chairman shall on all occasions have a deliberative as well as a casting vote.
GENERAL MEETINGS
Unless the Society in General Meeting otherwise determine regular general meetings of the Society shall be held on such day and at such time and at such place as the Committee shall from time to time determine.
At least five days' notice in writing shall be given to each member.
In addition to regular general meetings held under Article 30 and any Special General Meetings held in the manner hereinafter provided there shall be held in each year an Annual General Meeting at such time as may be prescribed by the Society in General Meeting and if no time is so prescribed then at such time in the month of April in each year on such day as the Committee may determine. All general meetings other than regular general meetings and Annual General Meetings shall be called Special General Meetings.
All business shall be deemed to be special that is transacted:
At a Special General Meeting or
At a regular General Meeting with the exception of the election of new members, monthly competitions and descriptions of exhibits, presentation of prizes, certificates and medals and the giving of lectures and information for the benefit of members and
At an Annual General Meeting with the exception of the consideration and adoption of the Accounts, Balance Sheet and Reports of the Auditors and of the Committee and the election of the Committee and the appointment of an Auditor or Auditors and the fixing of the Auditor's remuneration and such other exceptions as included in sub-paragraph 2 above.
The Committee may whenever they deem fit and shall upon a requisition in writing by members representing not less than one-tenth of the total voting rights of all members having at the time of the deposit of the requisition a right to vote at General Meetings, convene a Special General Meeting for any purposes contemplated by the objects or purposes of the Society or in connection with its affairs.
Any requisition so made by members shall express the objects of the meeting proposed to be called and shall be left with the Secretary and/or at the office of the Society. Upon the receipt of such requisition a Special General Meeting shall be forthwith convened by the Committee or Secretary and if the same shall not be convened within fourteen days to be held within twenty-eight days from the time of the requisition being so left the requisitionists or any twenty-five percent or more of such requisitionists may convene a meeting.
No special business shall be transacted at any meeting unless stated in the notice convening the meeting and no resolution shall be passed or other business transacted at any meeting which is not included within the objects and purposes for which the meeting is convened.
Subject to the provisions of Article 30 regarding regular general meetings at least seven days' notice of General Meetings where special business is to be discussed specifying the place, day and hour of meeting and in the case of the special business the general nature of such business shall be given in such manner hereinafter mentioned to such members as are entitled to receive such notice.
The accidental omission to give any such notice to or the non-receipt of such notice by any member shall not invalidate any resolution passed at any such meeting or any of the proceedings thereat.
No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided twenty members personally present shall be a quorum.
If within thirty minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next month, at the same time and place, and at the adjourned meeting, the members present shall be a quorum.
The Chairman may with the consent of any General Meeting and shall if so directed at the meeting, adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
When a meeting is adjourned for ten days or more notice of the adjourned meeting shall be given as in the case of an original notice. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
The President or in his absence a Vice-President of the Society shall preside as Chairman at every General Meeting of the Society. If neither the President nor the Vice-President are present within ten minutes after the time appointed for the meeting the members present shall choose a member of the Committee as Chairman.
No persons other than members shall be entitled to be present at any General Meeting PROVIDED that with the leave of the President or in his absence the Officer appointed as Chairman of the meeting a visitor or visitors may be permitted to attend the meeting but shall not be entitled to vote or take part in any discussion or transaction of any business.
After all business introduced at the meeting shall have been disposed of, it shall be competent for any member of the Society to bring under the notice of the meeting any business or matter within the objects or purposes of the Society which he/she wishes to be included in the business set out in a notice convening a future meeting.
In case of dispute, doubt or difficulty respectively or arising out of matters of procedure or order the decision of the Chairman shall be final and conclusive.
VOTES OF MEMBERS
Every member entitled to vote shall have one vote and all questions shall be decided by a majority of the members present and voting. Voting by proxy shall not be allowed.
No member shall be entitled to vote at any meeting unless all moneys due from him/her to the Society have been paid.
At any general meeting a resolution put to the vote of the meeting shall be decided on the voices unless the Chairman considers that the result of such voting is uncertain when he/she may demand a show of hands or a poll or unless a poll is demanded either before or immediately after the declaration of the result on the voiced or on a show of hands by at least two members entitled to vote and unless a poll is so demanded a declaration by the Chairman that a resolution has on the voices or on a show of hands been carried or carried unanimously or by particular majority or lost and an entry to that effect in the book of the proceedings of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
In the case of an equality of votes whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
If a poll is demanded as aforesaid, it shall be taken in such manner and at such time and place as the Chairman of the meeting directs and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn.
BORROWING POWERS
Subject to this Constitution the Committee may from time to time with the sanction of a General Meeting borrow from members or other persons any sum or sums of money for the purposes of the Society.
Subject as aforesaid the Committee may raise or secure the repayment of such money upon such security in such manner and upon such terms and conditions in all respects as they may deem fit.
ACCOUNTS
The Committee shall cause proper accounts to be kept with respect to:
All sums of money received and expended by the Society and the matter in respect of which the receipt and expenditure takes place
All sales and purchases of goods or assets by the Society and
The assets and liabilities of the Society.
All books of account, accounts and financial records shall be kept at the registered office of the Society or at such other place or places as the Committee deems fit and shall always be open to the inspection of the Committee.
The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of members not being members of the Committee and no member (not being a member of the Committee) shall have any right of inspecting any account or book or document of the Society except as authorised by the Committee or by the Society in general meeting.
The Committee shall from time to time cause to be prepared and to be laid before the Society in general meeting profit and loss accounts, balance sheets and reports as may be requested.
A copy of every balance sheet (including every document required by law to be annexed or attached thereto) which is to be laid before the Society in General meeting shall not less than seven days before the date of meeting be sent to all persons entitled to receive notice of general meetings of the Society.
AUDIT
AUDIT – Registered Auditors shall be appointed at the Annual General Meeting of the Society, to hold office until the next Annual General Meeting. It shall be the duty of the Auditors to examine the books, vouchers and accounts of the Society and to report on the Annual Accounts and Balance Sheet to be presented to members at the Annual General Meeting.
The financial year of the Society shall end on 31 December, annually.
NOTICES
A notice may be given by the Society to any member either personally or by sending it by post to him/her to his/her registered address or by facsimile or by e-mail.
Where a notice is sent by e-mail, facsimile or post, service of the notice shall be deemed to be effected by properly addressing and/or prepaying and posting the notice and to have been effected in the case of a notice of a meeting at the expiration of forty-eight hours after the notice is sent and in any other case at the time when the notice would be delivered in the ordinary course of post or electronic mail.
REMOVAL OF OFFICERS
The Society may at any General Meeting by a majority of two-thirds of the members present and voting remove any officer of the Society before the expiration of his period of office and may by resolution appoint another person in his stead. The person so appointed shall hold office during such time only as the officer in whose place he/she is appointed would have held the same if he/she had not been removed.
INDEMNITY OF OFFICERS
Every member of the Committee, Secretary or other officer or servant of the Society shall be indemnified by the Society against and it shall be the duty of the Committee out of the funds of the Society to pay all costs, losses and expenses which any such officer or servant may incur or become liable to by reason of any authorised contract entered into or act or thing done by him/her as such officer or servant in any way in the lawful discharge of his/her duties.
The provisions of the previous Article shall in no way be deemed to make it lawful for the Society to indemnify any such person therein referred to against any liability which by virtue of any rule or law would otherwise attach to him/her in respect of any negligence, default, breach of duty or breach of trust of which he/she may be guilty.
The Society may indemnify any such member of the Committee officer or Auditor against all liability incurred by him/her in defending any proceedings whether civil or criminal in which judgment is given in his/her favour or in which he/she is acquitted.
No member of the Committee nor the Secretary nor any member of a Sub-Committee nor other officer of the Society shall be liable for the acts, receipts, neglects or defaults of any other member or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Society or the Committee or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Society shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom moneys, securities or effects shall be re-deposited or for any loss occasioned by any error of judgment or oversight on his/her part or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto unless the same happen through his/her own negligence, default, breach of duty or breach of trust.
APPLICATION OF INCOME AND PROPERTY
The income and property of the Society shall be applied solely towards the promotion of the objects of the Society and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to persons who at any time are or have been members of the Society PROVIDED ALWAYS that payment may be made to any person who is or has been a member of the Society:
For services actually rendered to the Society or
For out of pocket expenses paid or incurred on behalf of the Society or
to successful exhibitors at any exhibition or show held by the Society of any prize, medal or any other recognition awarded under the regulations governing the said exhibition or show, or
Such bonus to any affiliated Society as the Committee may deem fit or
Of such honoraria as may have been recommended by the Committee of the Society and confirmed by the members in general meeting to such members or others who may have rendered services to the Society of such a nature as in the opinion of the Committee or members in General Meeting justify the payment of such honoraria.
