1. NAME
The name of the Institute is: THE INSTITUTE OF CREDIT
MANAGEMENT
2. INTERPRETATION
For the purpose of the Rules of
Membership, the interpretation of
the Articles of Association will be adhered to.
"Member" means any category of Member with voting rights
"Region" means any area constituted as such by the Board
entitling Members to organise themselves formally and to
have representation on the National Executive
"Regional committee" mean elected Members controlling a
region
3. NATIONAL OFFICE
The National office of the Institute shall be at such a
place in the Republic of South Africa as may be determined
from time to time by the Board.
4. OBJECTIVES
4.1 To promote Credit Management as a recognised business
discipline and as a profession.
4.2 To establish and maintain itself as a professional
Institute.
4.3 To work closely with employer organisations and their
employees towards the improvement of credit management
standards, the recognition and elevation of the status of
credit management as a primary business discipline and for
the material benefit of people involved in credit management
who are prepared to improve their knowledge and skills
through further studies and specialised training programmes.
4.4 To be responsible for the education and training of all
people who are active in credit as detailed in its education
and training policies and procedures.
4.5 To promote, assist with the formulation of, or oppose
any legislation, regulation, or any form of control
affecting credit, the profession of credit management or
Members of the Institute.
4.6 To encourage and engender the highest ethical standards
in Members, and to maintain such standards.
5. POWERS OF THE INSTITUTE
To function as a corporate body, executing the objectives of
the Institute through its elected office bearers, as
determined by its Articles. Without detracting from the
generality thereof, in particular powers to:
5.1 borrow and if necessary, secure the repayment of money;
to invest money or to deal with any of its money on such
terms and conditions as the Board deems fit;
5.2 open, close and operate banking and building society
accounts and for that purpose to draw, make, issue and
endorse negotiable instruments, operated upon by two
designated signatories from the Board, or designated
signatories at Regional level;
5.3 institute, conduct, defend or abandon any legal
proceeding or claim by, or against the Institute;
5.4 take such steps, as the Board deems necessary for the
procurement of contributions and other necessary steps to
fund the Institute;
5.5 generally, do all things which are necessary and
required and which are incidental to, or conducive to the
achievement of the objectives of the Institute;
5.6 Directors of the Institute will have the powers
determined by the Rules of Membership and Articles of the Institute
and will be responsible and accountable in accordance with
the requirements of the Companies Act.
6. APPLICATION OF INCOME AND PROPERTY
The Institute, not being established for the purpose of
gain, it is therefore determined that the income and assets
of the Institute, however derived, shall be applied only
towards the promotion of its objectives and no part thereof
shall be paid or transferred under any circumstances to any
of its Members other than:
6.1 All travelling and other expenses incurred by a Director
or Office Bearer when requested by the Board to carry out
any duties on behalf of the Institute away from the town
where he normally resides.
6.2 All travelling and other expenses incurred by any
Director or office bearer required to attend any Board
meeting or any Institute meeting by virtue of the office
held by him, away from the town where he normally resides.
7. MEMBERSHIP OF THE INSTITUTE
7.1 The Board will determine the grade of membership of all
new applicants and will be empowered to alter any membership
grading as provided for in the Rules of Membership.
7.2 Membership requirements, membership grades and
membership categories shall be as set out in the addendum,
which addendum forms part of the Rules of Membership, and which is
specifically subject to the stipulations of section 15 of
the Rules of Membership.
7.3 The Board will confirm the acceptance of a Member and
issue a certificate of membership subject to the payment of
membership subscriptions due, and or the payment of any
grading fee, examination fee or elevation fee.
7.4 Voting rights will be restricted to certain categories
of membership as provided for in the Addendum hereto.
7.5 All categories of Members will be liable for the payment
of membership fees as determined by the Board. Such annual
subscriptions may be pro rated or reduced at the discretion
of the Board, when warranted by circumstances.
8. DISCIPLINE AND CONTROL
8.1 Any Member shall cease to be a Member of the Institute
if:
8.1.1 such a Member resigns from the Institute: or,
8.1.2 such a Member is in arrears with membership fees: or,
8.1.3 such a Member is found by the Board to have behaved in
a manner which is in conflict with the interests of the
Institute and/or in violation of the stipulation of the Code
of Conduct and Ethical Standards of the Institute, and that
such a Member has, as a result thereof been dealt with as
provided for by the Grievance Procedure; or,
8.1.4 such a Member is declared insolvent; or,
8.1.5 such a Member is found guilty in a Court of Law on a
criminal charge involving dishonesty or theft or fraud; or,
8.1.6 the Institute is wound up.
8.2 The Board shall re-admit to membership of the Institute
any former Member who had previously resigned from the
Institute, conditional on such an application being
supported by the Regional Committee concerned, in writing;
or, whose membership had been cancelled, provided that the
default had been remedied and provided that the Board is
satisfied that the conduct of the former Member had not
violated the ethical and moral standards of the Institute
since the former Member ceased to be a Member, and provided
further that the re-admission is supported by the Regional
Committee concerned, in writing.
8.3 All Members, on being admitted as Members of the
Institute agree to be bound by the Rules of Membership of the
Institute, its Articles of Association, its Code of Conduct
and Ethical Standards and its Grievance Procedure, the
contents of which will, when read together, determine all
rights, obligations, duties and functions of Members and
office bearers alike.
9. EDUCATION
The Institute will be responsible for the development and
updating of the syllabuses in Credit management and for the
establishment of a curriculum leading to the attainment of
tertiary qualifications where the courses in Credit will be
a major subject of any such qualification.
9.1 The Institute will meet the needs of its Members for
sound credit education and will structure certificates and
diplomas awarded by it in accordance with their needs.
9.2 The Institute accepts as its social responsibility, the
need to offer its assistance to Government and to statutory
and non-statutory bodies for the education of all the people
of our country. The Institute will assist with the
establishment of career orientated courses, and will at all
times strive to develop, to elevate and to enhance the
standard of all education and training in the discipline of
credit.
9.3 The Institute will offer courses as individual subjects
as well as full curricula in conjunction with any
established education institution, or on its own, for the
education of people in credit and related fields of study.
9.4 The Institute will take an active part in the
maintenance of standards in credit education by examining on
its own, or in conjunction with other recognised education
institutions, in the discipline of credit.
9.5 The Institute will actively promote training in all
aspects of Credit, in the first instance by assisting and
encouraging Regions to hold regular training sessions and
workshops, and by encouraging and assisting any Member in
such a venture. The Institute recognises the need for
private initiative related to training and will support
this, subject to part of the proceeds being paid over to the
Institute, but will not endorse any training course other
than a training course run by itself.
9.6 The Institute will maintain educational standards and
control through centralised record keeping and by appointing
a person or a number of people with the function of co-ordinating
and controlling all educational activities by ensuring that
examinations are set, marked and moderated in accordance
with established standards, thereby protecting the
educational qualifications and awards of the Institute.
10. NATIONAL ORGANISATION AND CONTROL
The overall management and control of the Institute vests in
the Board of Directors, consisting of no less than four (4)
nor more than nine (9), while they serve as elected or
appointed office bearers of the Institute.
10.1 Directors of the Board are elected by Members at an
Annual General Meeting in accordance with the following
stipulations:
10.1.1 Nominations for elections to the Board of Directors
shall be made in writing and shall be signed by both a proposer and a seconder, both of whom shall be full Members
(but not Corporate Members) of the Institute of not less
than 1 (one) year's standing, and shall also be signed by
the nominee (who has been a full Member for at least one (1)
year) signifying his acceptance of the nomination. Such
written nomination must be lodged at the National Office of
the Institute not less than 96 (ninety-six) hours before the
time scheduled for the commencement of the Annual General
Meeting.
10.1.2 Directors will be elected and appointed for their
specific expertise and will be persons who will make a
positive contribution to the Institute through the
management of the portfolio allocated to them, in accordance
with the objectives of the Institute.
10.2 The Directors will elect one of their number, as
Chairperson of the Board, and this person becomes the
President of the Institute, to serve for one term of office,
subject to re-election. Only a Member who has served at
least one term as a Director shall be elected as President.
10.3 The President and the elected Directors may appoint
additional Directors, but not to exceed the maximum as
provided for, for specific functions and portfolios on the
Board. Any Director so appointed shall be deemed to have
been elected at the immediate previous Annual General
Meeting and shall hold office accordingly.
10.4 The longest serving Directors shall retire from office
by rotation every year, but shall be eligible for
re-election at the Annual General meeting and shall not
require to be nominated in the manner required in 10.1.1,
provided that at least two (2) Directors retire each and
every year, and provided that should all Directors have the
same length of service, that two (2) Directors be chosen as
retiring Directors by the drawing of lots. The Director
serving as President of the Institute during any year will
be regarded as an ordinary Director in the interpretation of
this section.
10.5 The continuing Directors may act notwithstanding any
vacancy in their number but if and for so long as their
number is reduced below the minimum stated herein the
continuing Directors/s may only act to fill the vacancies or
to increase the number of Directors to the required minimum
or summon a general meeting for that purpose. If there is no
Director able or willing to act then any Member may convene
a General Meeting for the purpose to elect Directors to fill
the vacancies.
10.6 The Board of Directors will meet regularly, and at
least once per any eight week period, in person, or through
telecommunication conference facilities, or in any other
suitable manner, in order to discuss, deliberate and decide
on matters relating to administration, functioning, policy,
or any other matter requiring discussion, debating or
decisions, which is of importance to, and in accordance
with, the objectives of the Institute.
10.7 All meetings will be formal, will have an agenda, and
will be minuted.
10.8 A meeting of the Board shall be convened at any
reasonable time upon the request of the Chairperson or of
any other two Directors and such meeting shall be held
within 21 days of the date of the request. Reasonable notice
shall be given orally or in writing to all Directors in
Southern Africa.
10.9 Questions arising at any meeting of the Board shall be
decided by a majority of the votes recorded and each
Director present shall have one vote. In cases of equality
of voting, the Chairperson of the meeting shall have a
second or casting vote.
10.10 The Chairperson of the Board shall preside at all
meetings of the Board but if at any such meeting the
Chairperson is not present within fifteen minutes of the
time appointed for the meeting or on his refusing to
preside, the Directors present shall choose one of their
number to be Chairperson of the meeting.
10.11 A meeting of the Board at which a quorum is present
shall be competent to exercise all or any of the
authorities, powers and discretion vested in the Board.
10.12 The Board of Directors can determine policy and take
decisions binding on the Institute, and will generally
exercise the powers vested in them by the Institute and
without prejudice to the general powers :
10.12.1 It may found prizes or establish scholarships for
students with such conditions attached as it may think fit.
10.12.2 It may, at its discretion appoint, remove or suspend
such secretaries, officers, clerks, agents, servants or
employees for or from such permanent, temporary or special
services as it may from time to time think fit and may
determine their duties and fix their salaries or emoluments
and may require security in such instances and to such
amount as it shall think fit.
10.12.3 It may appoint from time to time the bankers and
legal advisers of the Institute.
10.12.4 It may purchase, lease, rent hold and/or furnish any
building or premises and may from time to time dispose of
the same or any part thereof.
10.12.5 It may appoint a manager or managers of the
Institute, and which manager/s shall be entitled to hold
other offices in the Institute. It may appoint a Registrar,
or Examiner or Moderator or establish any other position of
control over students and examinations, as may be required
from time to time.
10.12.6 It may make and from time to time amend, enlarge, or
revoke and make new regulations and/or by-laws ancillary to
but not inconsistent with these Articles or the Rules of
Membership
on all matters not expressly reserved for the Members in a
general meeting whether the same be expressed among its
powers or not. It may from time to time prescribe all forms
and all other documents which it may consider necessary or
expedient for the purpose of carrying out its duties.
10.13 Without prejudice to the general powers conferred by
the last preceding rule and the other powers conferred by
these rules, it is hereby expressly declared that the Board
may establish regions, divisions, branches, centres or
agencies at such places in Southern Africa as it may from
time to time determine.
10.14 The Board of Directors will issue instructions to the
various regions as and when required, relating to the
governing and administration, the policy and objectives, or
any other and incidental matters affecting the Institute.
10.15 The Board of Directors is empowered to take
disciplinary steps against any Member in accordance with the
Grievance Procedure and the Rules of Membership of the Institute.
10.16 The Board of Directors are empowered to take
disciplinary action against any regional committee where
such a committee or any Member of such a committee, omits
to, or refuses to, carry out instructions from the Board, or
fails to respond to a request or a demand made on it, him or
her by the Board.
10.17 The Institute is a registered Company, and all
Directors are charged to exercise their duties in accordance
with the requirements of the Companies Act, and are
therefore empowered to make demands on all the regions of
the Institute in respect of all the statutory requirements
of a Company or a Board of Directors of a company.
10.18 There shall be established a National Executive. The
National Executive is constituted of Directors as well as
the Chairperson from each of the regions, and any other
Member of the Institute or Official of the Institute
co-opted by the Board, and this body will meet and
deliberate after every Annual General Meeting, and on at
least one other occasion during their term of office, and
whenever else required, in order to address and co-ordinate
issues of importance to the Institute. At such meetings, all
present will have the same voting rights, irrespective of
membership grading, but the elected, and / or appointed
Chairperson will retain a casting vote.
10.18.1 The dates of the National Executive meeting shall be
determined at the sole discretion of the Board
10.18.2 A meeting of the National Executive shall, for the
purpose of this Rules of Membership, be deemed to be a meeting of
the Board of Directors, and shall accordingly comply with
the procedures laid down herein for such meetings.
10.18.3 The National Executive shall have the same powers
and duties as the Board at such meetings, except as
otherwise provided in this Rules of Membership.
10.19 Any Regional Chairperson may call for a meeting of the
National Executive to discuss and vote on any issue, where -
10.19.1 a meeting of the National Executive had not been
held for a period of eight (8) months or longer; or
10.19.2 urgent procedural, organisational or policy matters
need to be determined, and a Region demands that this be
dealt with by the National Executive, and not by the Board
alone.
10.19.3 Such a meeting will be called for by the President,
and will take place within thirty (30) days of such a
request being received by the President.
11. REGIONAL ORGANISATION AND CONTROL
11.1 A Regional Committee will be elected in each region
designated by the Board, at a Regional Annual General
Meeting, to serve for one term of office.
11.2 Unless otherwise determined by the Board the number of
Regional Committee Members of any particular Regional
Committee shall be not less than five nor more than
fifteen.
11.3 Elections to a Regional Committee shall be made
annually by the Members in that particular Region and the
Regional Committee currently in office shall make all
arrangements for such elections, subject to the requirements
of the Board.
11.4 Regional Committee Members shall hold office until no
later than the conclusion of the next Annual General Meeting
of the Region, except that the Chairperson will hold office
until the election of a new Chairperson.
11.5 Corporate Members shall not be entitled to vote at any
such Regional Annual General Meeting.
11.6 The Regional Committee so elected, will elect a
Regional Chairperson for that region within one week of the
Regional Annual General Meeting. A Regional Committee
Chairperson may not hold office for more than 2 consecutive
years, unless such extended period of office is specifically
approved by the Board.
11.7 The outgoing Regional Chairperson will relinquish his
office immediately on the election of a new Regional
Chairperson.
11.8 Regional Committee Members shall appoint from their own
number a Treasurer/Secretary, and portfolios for Membership
and Development, Education and Training, Functions and such
other portfolios as may be determined by the Board.
11.9 The Regional Chairperson will ensure that an adequate
number of Regional Committee Members are available to
administer the portfolios determined by the Board and may
co-opt additional Regional Committee Members as and when
required to fill any vacancy, provided that new elections
will take place when a Regional Committee is reduced to less
than 60% of elected Members.
11.10 The main functions of Regional Committees revolve
around the co-ordinating of Members' active involvement and
participation in Institute activities, and in general, the
promotion of the aims and objectives of the Institute.
11.11 Every Region is responsible for generating funds and
for transferring such funds to the National Office to enable
the Institute to function. Such funds will consist of
membership fees collected by the region as well as any other
income or surplus from any fund raising activity in a
region, other than that which a region is entitled to retain
for its own use for local development, as determined by the
Board.
11.12 Every Region will organise functions regularly for the
benefit of its Members, where Members can meet, can
socialise, discuss and debate, and where they will be able
to acquire relevant knowledge and information, through the
organising of theme functions to cater for their needs, such
as speakers addressing Members on topics relevant to their
work environment, or training seminars, workshops,
congresses, etc.
11.13 Every Region will appoint a specific Committee Member
to liase with the National Office with regards to membership
lists, membership dues and other Institute matters.
11.14 The Regional Treasurer will present monthly statements
of income and expenditure to the Regional Chairperson, who
will be responsible for submitting these records to the
Board.
11.15 Regional Committees will meet monthly, will minute all
such meetings, and will provide the National Office with
copies of these minutes for distribution to other regions
and to the Board.
11.16 Any Regional Committee Member excusing himself or
herself from two consecutive Regional Committee meetings is
liable to sanction by the Regional Chairperson.
11.17 Continued, regular absence will be regarded as
indicating a lack of interest in the Institute, empowering
the Regional Committee at a formal meeting to declare that
portfolio as vacant, to advise the Regional Committee
Member, and to co-opt or elect a new Regional Committee
Member.
11.18 All Regions will actively recruit new Members.
11.19 All Regions will actively strive towards incorporating
new Members into the Regional organisational structure, will
deliberately involve itself with the education activities in
each region by actively liasing with all lecturers and
students and visiting classes by arrangement with lecturers,
and will promote the Institute, its aims, objectives and
activities.
11.20 The Regional Chairperson will ensure that Certificates
of Membership are issued to all new Members, including new
Members joining as a result of study involvement through
contact or correspondence lectures, and will ensure that
such new Members are incorporated within the Institute.
12. CENTRAL ADMINISTRATION
12.1 The Institute will establish and maintain a National
Office which will be located to serve its needs best in
respect of the functions described below.
12.2 The Institute will appoint or otherwise engage or
contract with a person or persons who will be responsible
for all administrative functions relating to the keeping of
accurate membership lists, student records, co-ordinating
examinations, providing information to all prospective and
current Members, and attending to specific requirements of
the Board, any Director, or any Regional Chairperson; and,
12.3 who will, under the supervision and control of the Director(s) so designated, carry out all functions relating
to the recording of all financial activities of the
Institute, such as the accurate recording of all income and
expenditure, and who will be charged specifically to ensure
that the Institute receives all money from whatever source,
which it is entitled to receive.
13. INDEMNIFICATION OF OFFICE BEARERS
Any officer, Director, employee, agent, committee Member or
Member of the Institute or the legal representatives of any
of them who is made a party to any suit, action or
proceeding, whether civil, criminal or administrative by
reason of such affiliation with the Institute or the
performance of any act within such person's assigned
responsibility acting under the Institute's Articles,
Memorandum, Rules of Membership, Grievance Procedure, rules and or
regulations, shall be indemnified by the Institute as more
fully set out in Section 20.1 of its Articles.
14. DISSOLUTION OF THE INSTITUTE
The Institute may be dissolved by a Resolution passed by a
majority of two-thirds at a properly constituted Annual or
Extraordinary General Meeting. Should the Institute be wound
up, each Member shall:
14.1 be liable to contribute to the Institute's assets for
the payment of its liabilities and for the cost of such
winding-up, such amount as may be required (if there should
be a shortfall between the assets and the liabilities of the
Institute), providing that:
14.1.1 any contribution payable by any Member shall be
limited to the amount of the annual membership fee payable
by such a Member; or an amount of R1.00, whichever is the
smallest.
14.2 A former Member shall not be obliged to make that
contribution in respect of any liability of the Institute
arising after that former Member ceases to be a Member.
14.3 No Member shall share in any excess funds after payment
of all liabilities and the cost of winding-up.
14.4 All Members agree that any such surplus shall be
donated to a similar Institute or body, or where no such
Institute or body can be found, to donate it to any
association which in the opinion of the National Executive,
is representative of the objectives and ethics pursued by
the Institute.
14.5 There shall not be any final dividend payable to any
Member of the Institute.
15. AMENDMENTS TO THE
Rules of Membership, CODE OF CONDUCT AND
ETHICAL STANDARDS, AND GRIEVANCE PROCEDURE
15.1 The Rules of Membership, Code of Conduct and Ethical Standards
and Grievance Procedure, once accepted by all Members at any
General Meeting constituted in terms of the Articles, may be
amended, or added to, or in any other manner changed by the
Board, at any Board meeting, or by the National Executive as
such, provided that:
15.1.1 eight (8) weeks prior notice of any such proposed
change or amendment or addition had been given in writing to
all the Regional Committees of the Institute, and
15.1.2 that all the Regional Committees had responded in
writing, within the eight (8) weeks notice period to such
proposed change or amendment or addition, and
15.1.3 that the Regional Committees declare, in the
communication in 15.1.2, that a majority vote of the
Regional Committee approves of the proposed change or
amendment or addition.
15.2 Should the above conditions not be met, or any Regional
Committee had expressed any opposition or reservation in
respect of any amendments or changes or additions in
writing, any amendment, addition or change to the aforesaid
documents may only be made after acceptance by a simple
majority of votes at any Annual, or General or Special
Meeting of Members of the Institute.