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1.  Name:

The name of the Society shall be The Bonsai Society of Zimbabwe.

2.  Foundation:

The  Society shall be regarded as having been founded at the inaugural meeting held at Salisbury on 17th November, 1969.

3.  Objects:

The Objects of the Society shall be:-

3.1                     The preservation of the good name of Bonsai as an art.

3.2                     To observe and conform to the ideals and standards of Bonsai culture according to the practice followed in Japan and world wide as far as is known.

3.3                     The promotion of Bonsai culture for its own sake.

3.4                     The presentation of Bonsai for the benefit of posterity.

4.  Powers:

The powers invested in the Society shall be:-

4.1                     To perform all such lawful acts as may be desirable and necessary to achieve the objects of the Society.

4.2                     To own and possess property whether movable or immovable wheresoever situated.

4.3                     To enter into contracts of purchase, sale lease and hire.

4.4                     To enter into contracts of employment.

4.5                     To conduct banking accounts.

4.6                     To receive and make donations in cash or kind.

4.7                     To recognise meritorious service to the Society or to the cause of Bonsai Culture generally.

Structure of the Society

5.  Members:

5.1                     There shall be two classes of members (collectively referred to herein as members), namely, Ordinary members and Honorary Life members.

5.2                     Applications for ordinary membership shall be on the prescribed application forms.

5.3                     Honorary Life membership may be recommended by the Executive Committee to an Ordinary General Meeting of the Society.

5.4                     In all classes of membership, admission to the Society shall be at the discretion of the Executive Committee, which shall not be obliged to divulge the reason for the rejecting of any application.

5.5                     Membership shall cease automatically where a member fails to pay in full the annual subscription due on the 1st January and payable by 30th April in any membership year.

5.6                     Husbands and wives of Ordinary members may be admitted as Ordinary members and shall receive the benefit of a special rate of subscription laid down by the Society from time to time, as long as the spouse continues to be a member.

 

6.  Office Bearers:

6.1                     President: The Chief Executive Officer of the Society shall be the President.

6.1.1                The President shall be elected by the members in a general meeting from nominations for this office.

6.1.2                Nominations for the President elect shall be sponsored and seconded by two members other than the nominee, and shall be submitted to the Society twenty-one days prior to the date of the meeting at which the President is to be elected.  The Society shall notify all members of the nominations received seven days prior to the date of the said meeting.

6.1.3                A President shall be elected each year.

6.1.4                The terms of Presidential Office shall be from one Annual General Meeting to the conclusion of the succeeding Annual General Meeting.

6.2                     Vice President: There shall be a Vice President to assist and to deputise for the President.

6.2.1                The Vice President shall be elected in the same manner and on the same conditions as the President.

6.2.2                In the event of no nomination being made for the office of Vice-President, the President may co-opt a member for this position.

6.2.3                The term of Vice-Presidential office shall be from one Annual General Meeting to the conclusion of the succeeding Annual General Meeting.

7.  Executive Committee:

7.1                     An Executive Committee shall be formed to assist in the Management of the affairs of the Society.

7.2                     The Executive Committee shall comprise the President, Vice President and five members elected from the nominations by members at a properly constituted General Meeting.

7.3                     Nominations for the Executive Committee shall be sponsored and seconded by two members other than the nominee, and shall be submitted in writing to the Society twenty-one days prior to the date of the meeting at which members are due to be elected to the Executive Committee.

7.4                     The Society shall notify all members of the nominations received seven days prior to the date of the said meeting.

7.5                     In the event of there being insufficient nominations to fill the number of vacancies on the Committee, then the President May co-opt as many members as are necessary to fill the vacancies.

7.6                     Members of the Executive Committee shall hold office from one Annual General Meeting to the conclusion of the succeeding Annual General Meeting.  Retiring members of the Executive Committee may stand for re-election.

8.  Other Office Bearers:

8.1                     The Executive Committee may appoint such other office bearers as it may deem necessary for the conduct of the affairs of the Society.

8.2                     Any such appointments shall be made on an honorary basis.

8.3                     The duties to be performed by any office bearer shall be at the direction of the President.

9.  Exclusion as Officer Bearers:

9.1                     No member who has a commercial interest in the culture of Bonsai shall be eligible to hold office in any of the aforementioned positions in the society.

9.2                     "Commercial Interest" shall be defined as one whereby the member is deemed to derive a livelihood from the sale of Bonsai, stock for the production of Bonsai and equipment and literature designed for the culture of Bonsai.

10. Vacancies:

10.1                  In event of a vacancy occurring during the terms of office of any office bearer, with the exception of those appointments made by the Executive Committee, then the President, or in his or her absence, the Vice-President, may call a special General Meeting at the first possible opportunity, allowing sufficient time for nominations to be lodged, for the purpose of filling such vacancy.

10.2                  Any member thus elected shall hold office until the conclusion of the succeeding Annual General Meeting.

Meetings

11. Meetings:

11.1                  Annual General Meeting: An Annual General Meeting shall be held once during each calendar year within three months of the beginning of the year.

11.1.1             The date on which the Annual General Meeting is to be held shall be decided by the Executive Committee, and notice of meeting shall be sent to all members not less than four weeks prior to the date of the meeting.

11.1.2             Notice of meeting shall be accompanied by the Agenda of business to be conducted at the meeting.

11.2                  Special General Meeting: A Special General Meeting may
be held at any time provided such meeting is requested in writing by a minimum of five members, whereupon the President shall call such meeting within a period of four weeks.

11.2.1             Notice of a Special Meeting shall be despatched to all members by the Secretary at least two weeks before the date of the meeting.

11.2.2             Notice of the Special Meeting shall indicate the nature of the business to be conducted at the meeting.

11.3                  Executive Committee Meeting: Executive Committee Meetings shall be held as and when required but not less frequently than once every three months.

11.3.1             The President shall call such meetings and one week's notice of the meeting shall be despatched to all members of the Executive Committee.

11.4                  Ordinary General Meetings: Ordinary General Meetings may be held at any time according to the wishes of the Society.

12. Business of Meetings:

Business to be conducted at Meetings shall be as follows:-

12.1                  Annual General Meeting:

12.1.1             Presidential Address.

12.1.2             Statement of Financial Affairs and Annual Accounts.

12.1.3             Election of Office Bearers

12.1.4             Any other business, the nature of which has been included in the agenda and circulated to all members.

12.2                  Special General Meeting: Any business which cannot be conducted at the Annual General Meeting, and which requires the decision of member in General Meeting.

12.3                  Executive Committee Meeting: Any business which is not required to be conducted in General Meeting.

12.4                  Ordinary General Meeting: Any business of the Society, other than the aforementioned.

13. Quorum at Meetings:

13.1                  The quorums which are required in order to hold a properly constituted meeting shall be:

13.1.1             Annual General Meeting - 10 members shall be required to be present in person unless the Register of Members at the time of the meeting reflects a membership of less than 25 members, in which event a quorum shall be 5 members;

13.1.2             Special General Meeting – the same quorum as that required for an Annual General Meeting;

13.1.3             Executive Committee Meeting - 3 members

13.2                  In the event of a quorum not being present within half-an-hour of the time set down for the meeting at the appointed place then the meeting shall be postponed to the same day, or if that day be a public holiday, then the day after that, in the following week.  At the postponed meeting, the members present shall constitute a quorum. 

13.3                  Notification of the postponement shall be despatched immediately to all members who would have been entitled to attend the postponed meeting

14. Voting:

14.1                  Voting at any meeting of the Society may be conducted by way of a show of hands or by private ballot, and such method of voting may be determined by the Chair Person of that meeting.

14.2                  Any matter put to vote at any meeting of the Society shall be carried by a simple majority of the vote caste;

14.3                  The Chair Person of the Meeting shall have a deliberative and a casting vote.

14.4                  No member whose subscription is not paid up to date shall have the right to vote at any meeting.

14.5                  Any member entitled to attend a meeting shall have the right to demand a count of votes on any motion put to the vote.

15. General:

15.1                  The Chair Person of all meetings shall be the President, or in his or her absence, the Vice-President, or in his or her
absence a member of the Executive Committee elected by the meeting.

15.2                  In the absence of all the aforementioned office bearers, then the members present shall elect one of their own body to be the Chair Person of the Meeting.

15.3                  Notice of the Meeting shall state the category, the date, the time and the venue of the Meeting.

Finance

16. Books of Account:

16.1                  The Society shall keep a full and proper record of all its financial transactions and such records shall be open to inspection by any member at all reasonable times.

16.2                  All monies received by the Society shall be acknowledged by the issue of a receipt, a duplicate copy of which shall be retained by the Society, except for:

16.2.1             any donations received at any General Meeting for teas; and

16.2.2             those funds received and accounted for on the Bonsai Store ledger for the day.

16.3                  All monies received shall be banked within thirty days of receipt.

17. Expenditure:

17.1                  All Society funds expended shall be paid by cheque where the amount is not less than that determined by resolution of the Executive Committee from time to time.

17.2                  All payments shall be supported by appropriate supplier's invoices, cash sales notes or the Bonsai Store ledger for the day.

17.3                  All expenditure must be approved by the Executive Committee.

18. Membership Fees:

Membership Fees shall be payable, the scales of which shall be determined by the Executive Committee and approved by majority vote of members in General Meeting from time to time.

19. Other Fees:

19.1                  The Society may raise and levy such other fees as it may deem necessary or desirable.

19.2                  The raising, levying and scale of such fees shall be determined by the Executive Committee and approved by majority vote of members in the General Meeting.

20. Other Income:

The Society may devise means of deriving income other than by raising and levying of fees.

21. Banking:

One or more banking accounts may be opened in the name of the Society with either a Commercial Bank or a registered Building Society.

22. Signing Powers:

22.1                  The Treasurer shall be authorised to sign all cheques, bills, withdrawal slips and other negotiable instruments rendered on behalf of the Society of a value less than or equal to that amount determined by resolution of the Executive Committee from time to time.

22.2                  All cheques, bills, withdrawal slips and other negotiable instruments of a value in excess of the Treasurer’s authority shall require the signature of two office bearers.  The office bearers authorised to sign on behalf of the Society shall be any two of President, Vice-President, Treasurer and Secretary.

22.3                  In all other business conducted on behalf of the Society, and requiring signatures, the President or the Vice-President and one member of the Executive Committee shall have the power to sign on behalf of the Society, and their signatures shall be binding upon the Society.

23. Final Accounts:

23.1                  Final Accounts, comprising an income and expenditure account and a balance sheet, shall be prepared annually as at 31st December, in an approved form.

23.2                  The Final Accounts shall be subject to review by the Executive Committee and shall be approved by that
committee and signed by the President and the Treasurer of the Society before presentation to any Annual General Meeting.

24. Books and Records:

24.1                  The books and records of the Society, which shall include electronic data and storage, shall remain the property of the Society at all times.

24.2                  Any person having the custody of, or being in possession of, any books, records, papers, documents, or the like, which are the property of the Society, shall forthwith deliver up such items to the Society on being requested to do so.

25. Library:

25.1                  The Society may operate a library containing books and documents relating to Bonsai and related arts and crafts.

25.2                  The Executive Committee may, from time to time, authorise the acquisition of books, documents, video and compact disc presentations for the library.

25.3                  A fine shall be levied at the discretion of the Executive Committee for the late return (2 months) of Library books.  The value of such fine shall be determined from time to time by the members of the Executive Committee.

26. Competitions and Trophies:

26.1                  The Society may run competitions from time to time.

26.1.1             To become eligible to show a tree in any competition, the member must have owned such tree for no less than one year.

26.1.2             Any tree that has won first prize in a competition shall not be eligible for re-entry in any competition held during  the next year.

26.2                  The Society may offer Trophies to prize winners of any competition.

26.3                  The trophies remain the property of the Society regardless of the number of times an individual has won them.

27. Publicity and Education:

The Society may hold exhibitions and organise lectures and demonstrations of Bonsai culture, for the benefit of its members or of the public generally, or for the purpose of publicising Bonsai culture.

28. Affiliation and Reciprocity:

The Society may seek or accept affiliation with other Bonsai societies and with societies or clubs as at considers fit and proper.

29. Guests:

29.1                  The Society may invite guests to attend any of its functions.

29.2                  Members may invite a particular guest to three consecutive General Meetings only, and may invite a different guest to each General Meeting as desired.

29.3                  Exceptions to this rule shall be at the discretion of the Executive Committee.

30. Purchase and Sale of Equipment:

30.1                  The Executive Committee may purchase equipment, literature and other goods for resale to its members, provided that such transactions are essentially and directly in the interests of Bonsai Culture.

30.2                  A Bonsai Store may be opened at any General Meetings and the keeper shall maintain a ledger or listing of all sales, monies received and disbursed at that meeting.

30.3                  Any item sold on behalf of a member or guest or any other person through the offices of the Society shall attract a percentage commission in favour of the Society, to be determined by the Executive Committee from time to time, and the Society may deduct such commission from any proceeds due to the seller.

31. Register of Members:

The Society shall maintain a register of members, in which it shall record the name and address of each member, the category of membership and date of admission as a member.

32. Amendments to the Constitution:

The Constitution shall not be altered or amended, save, by a resolution duly passed at a Special General Meeting properly convened.

33. Liability for business not in good faith:

33.1                  In all business conducted on behalf of the Society, the Executive Committee shall conduct such business in good faith.

33.2                  Where such conduct is clearly negligent or ultra vires the Constitution or a contravention of the laws of Zimbabwe, then any legal costs arising from such conduct shall be for the account of the Executive Committee jointly and severally only and shall not be passed onto the Society for settlement from funds held to its order.

34. Dissolution of the Society:

The Society shall be dissolved if a resolution is duly passed at a Special General Meeting of members and any funds then remaining, shall be donated to such charities as may be nominated by a resolution passed at the same meeting at which the resolution dissolving the Society was passed.