MidBABA Constitution

1. NAME OF THE ASSOCIATION

The name of the Association herein constituted is the Midlands Natal Bed and Breakfast Association with the abbreviated name of MIDBABA.

2. DEFINITIONS AND INTERPRETATIONS

2.1 A B&B shall mean a private home where bed and breakfast accommodation is offered in up to three bedrooms and where the owner or manager resides on the property.
2.2 A Guesthouse shall mean an establishment where bed and breakfast accommodation is offered in four to sixteen bedrooms and where the owner or manager resides on the property.
2.3 An accommodation establishments shall mean both of the above and other categories e.g. Backpacker, Self-Catering.
2.4 The hospitality industry includes all establishments offering accommodation with meals or self-catering facilities at the Committee’s discretion
2.5 Terms importing the masculine gender shall include the female gender.
2.6 Words in the singular shall include the plural and vice versa.

3. OBJECTIVES OF THE ASSOCIATION

3.1 To devise and adopt a suitable code of ethics and conduct for its members.
3.2 To provide assistance, advice, feedback and support to its members in common areas of concern.
3.1 To monitor and control standards in the hospitality industry in the KZN Midlands area.
3.2 To liaise with tourist related bodies, local government and the media.
3.3 To negotiate with suppliers and service providers to the hospitality industry on behalf of its members.
3.4 To support private and public sector efforts to promote the hospitality industry.
3.5 To support the concept of a Provincial and National B&B Association through membership

4. MEMBERSHIP OF THE ASSOCIATION

4.1 All B&B’s, Guesthouses or accommodation establishments in the KwaZulu-Natal Midlands may join MIDBABA as a member by making application in writing and providing proof of registration with Tourism KZN – this proof of registration will be required annually on renewal of membership.
4.2 All applicants will automatically gain membership of MIDBABA once the application for membership is approved and the subscriptions have been paid.

5. MEMBERSHIP

5.1 There shall be two classes of membership:

Ordinary Member:  A business trading as a registered B&B or Guesthouse or accommodation establishment.
Associate Member: Any other business, group or institution whose activities are related to the hospitality industry.

5.2 Membership of MIDBABA shall be limited to businesses operating legally in KwaZulu-Natal Midlands.

6. SUBSCRIPTIONS

6.1 The annual subscription shall be determined by the Committee of MIDBABA in consultation with its paid-up members from time to time.
6.2 All subscriptions shall be due at the commencement of each financial year.
6.3 A member shall remain liable for the full subscription in respect of the financial year in which his membership terminates
6.4 A Joining Fee, determined by the Committee, will be levied on all new members and former members who have allowed their membership to lapse for more than 12 months.

7. SUSPENSION AND TERMINATION OF MEMBERSHIP

7.1 If the Committee considers that the conduct of any member renders the continuance of his membership undesirable, it shall notify the member in writing.  The member has the right to answer to the matter but the Committee reserves the right to take whatever disciplinary measures it jointly agrees is necessary.
7.5 In the event of suspension and/or termination, membership fees shall not be refundable.

8.0 THE COMMITTEE

8.1 The affairs of the Association shall be managed by the Committee, elected at the AGM or at a Special General Meeting.
8.2 The Committee shall consist of a minimum of 5 and a maximum of 8 members. Nominations will be called for at the AGM and in the event of more than 8 persons being nominated, an election will take place by secret ballot. An election committee of 3 persons will be selected (other than those nominated) at the meeting to run this election.
8.3 The Committee shall have the power to co-opt additional members but only to make up a maximum of 8 on the Committee.
8.4 A quorum at a Committee meeting shall be two thirds of the full committee.  If a quorum is not present, the meeting shall be re-convened and the members present at the re-convened meeting will form a quorum.
8.5 Committee members shall hold office from the time of closure of the AGM or General Meeting at which they are elected until the closure of the next AGM.

9.0 MEETINGS OF THE ASSOCIATION

9.1 The Association shall meet whenever necessary but on no fewer than three occasions during the financial year.
9.2 Notice of the date, time and venue for a General Meeting shall be sent to all members not less than 14 days before the date of the meeting.
9.3 The Annual General Meeting of the Association shall be held on a date and at a venue determined by the Committee, which date shall not be later than 54 weeks after the previous AGM.
9.4  The business of the AGM Meeting shall be:
a) to elect the Committee for the next year;
b) to hear the report of the Chairman for the past year;
c) to receive a statement of the financial position of the Association and a report of its income and expenditure for the preceding year;
d) to consider and vote upon any amendment to this Constitution, provided that due notice of such amendment has been given;
e) to consider and vote upon any other matter on the agenda for the meeting; .
9.5 Decisions of the Association shall be made by the majority vote of those present with the Chairman of the meeting having a casting vote where necessary.


10.0 POWERS AND DUTIES OF THE COMMITTEE

10.1 The Committee shall, within the constraints of this Constitution, do what it considers to be conducive to the interests of good management and the furtherance of the objectives of the Association.
10.2 Without in any way limiting the above general powers, the Committee shall have the power:
a) to convene any meetings of the Association;
b) to acquire and dispose of, to hold, and to have custody of and control of the funds and other movable property of the Association;
c) to open banking, savings and/or deposit accounts which shall be operated under the joint signatures of two persons, one of which must be Chairman or Treasurer.
d) to draw, accept, endorse, make and execute Bills of Exchange, Promissory Notes, cheques and other negotiable instruments which shall be signed by the persons delegated in Rule 10.2( c ) above;
e) to appoint sub-committees, to determine their terms of reference, to delegate any power that the Chairperson itself has, to such sub-committee and to dissolve any such sub-committee;
f) to make, confirm, vary or terminate agreements with any other party for the furtherance of the objectives of the Association;
g) to nominate representatives of the Association to other bodies;
h) to appoint and to dismiss a legal or other advisor or consultant to the Association.

11.0 OFFICE BEARERS

11.1 At the first Committee Meeting after the AGM, the members shall elect from among its  members a Chairman, Secretary and Treasurer and other office bearers.
11.2 An elected office bearer may fill more than one of the above roles if he so elects to do so.
11.3 All office bearers will assume their respective duties on closure of this meeting and will cease their duties on closure of the first Committee after the next AGM.
11.4 The Committee shall have the power to dismiss any office bearer by resolution of a majority Committee members.
11.5 In the event of the dismissal or resignation of any office bearer, the Committee shall immediately elect from their number a replacement to the position.

12.0 DUTIES OF THE OFFICE BEARERS

12.1 The Chairman shall:
a) submit a report on the Association’s activities over the past year to the AGM;
b) affix his signature to the approved minutes of all meetings of the Committee and the Association
c) chair all meetings of the Committee at which he is present and any general meetings of the Association or nominate someone to do so in his place;

12.2 The Secretary shall:
a) have charge of the Association’s official records and minute books;
b) record in the minute book the minutes of all meetings of the Association, and shall send to each member of the Association, a copy of the minutes of the Meetings held.
c) conduct and record the correspondence of the Association;
d) give due notice of all meetings of the Association;

12.3 The Treasurer shall:
a) receive all funds on behalf of the Association and deposit the same into the Association’s banking account;
b) arrange payment of any creditors invoices approved by the Chairman;
c) maintain a record of all members of the Association and the subscriptions they have paid;
d) maintain a set of accounts on behalf of the Association in which all financial transactions are recorded;
e) send out to the Members receipts for subscriptions paid.

12.4   INDEMNIFICATION
1. Members of all committees provided for in this constitution and agents of this Association, provided they have acted in good faith, shall be indemnified by the Association against all proceedings, costs and expenses incurred by any reason or any omissions, or other act, done and performed in accordance with the provisions of this Constitution. Nor shall they be held personally liable for the liabilities of the Association.
2. Provided that if any member, committee member or agent incurs expenditure not provided for in this Constitution or acts contrary to any lawful resolution taken by the Association, or without the necessary authorisation such persons shall be held liable for refunding the amount if requested in writing to the Association.

13.0 SPECIAL GENERAL MEETINGS

13.1 The Committee may call a Special General Meeting whenever considered necessary. The Committee shall call a Special General Meeting upon the request in writing of not less than five members. A Special General Meeting shall be competent to deal only with the particulars of business of which notice has been given;
13.2 Notice of a Special General Meeting together with the Agenda for this meeting must be sent to members not later than 21 days before the date of the meeting;

14.0 AMENDMENTS TO THE CONSTITUTION

14.1 No amendments to the Constitution shall be made except at an AGM or at a Special General Meeting.
14.2 Any proposal to amend or add to this Constitution shall be in writing.
14.3 Any such amendment or addition shall be passed only if at least two thirds of the members entitled to vote, vote in favour.

16.0 INTERPRETATION OF THE CONSTITUTION

16.1 In the case of doubt as to the meaning or interpretation of this Constitution, the Chairperson shall be the final arbiter.