The complete SANIRE constitution can be downloaded here.
1. THE INSTITUTE
1.1 The name of the Institute is THE SOUTH AFRICAN NATIONAL INSTITUTE OF ROCK ENGINEERING (SANIRE).
1.2 The Institute shall be and remain a corporate and autonomous body with perpetual successionand with the power and capacity consonant with the provisions of this constitution of acquiringrights and incurring obligations and of acquiring, holding and alienating property of all kinds andof suing and being sued in its own name independently of its members.
1.3 The chief office of the Institute shall be located in the Republic of South Africa.
1.4 The key objectives ofthe Institute are:
1.4.1 to identify the needs of its members;
1.4.2 to represent and promote the interests of its members;
1.4.3 to maintain the affiliation of SANIRE with the International Society for Rock Mechanics (ISRM).
1.4.4 to encourage, Imtlate and give effect to the means whereby the requirements for technology and scientific knowledge of the rock engineering sector of the South African mining, petroleum and civil engineering industries are satisfied;
1.4.5 to promote high standards of professional practice.
1.5 The benefits accruing to qualifying members and the general public are derived from the following activities of the Institute:
1.5.1 Development of the strata control and rock engineering profession through seminars, conferences and other training opportunities;
15.2 Dissemination of rock engineering related information through publications, conference proceedings, and electronic media platforms;
1.5.3 Furthering research in the field of rock engineering through the identification of suitable topics and questions found to be in need of investigation.
1.6 By virtue of an Income Tax Exemption granted to the Institute under the Income Tax Act, 58 of 1962 (the Act), certain provisions shall be binding on the Institute at all times as being the bare minimum requirements for this Constitution. These requirements shall not be altered except where allowed by law; and any provision elsewhere in this Constitution which may be inconsistent with these requirements shall be void to the extent of any such inconsistency; and any such void requirement shall be deemed to be replaced by a provision complying with the stipulated requirements, mutatis mutandis. These requirements are that:
(i) the Institute must have a committee, board of management or similar governing body consisting of at least three persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of the Institute;
(ii) no single person may directly or indirectly control the decision-making powers relating to the Institute;
(iii) the Institute may not directly or indirectly distribute any of its funds or assets to any person other than for the furthering of its objectives;
(iv) the Institute is required to utilise its funds for the sole objectives for which it has been established;
(v) no member may directly or indirectly have any financial interest in the Institute;
(vi) the whole of the activities of the Institute must be directed to the furtherance of its objectives and not for the specific benefit of an individual member or minority group;
(vii) the Institute may not have a financial interest in any business, profession or occupation which is carried on by its members;
(viii) the Institute must not pay to any employee, office bearer, member or other person any remuneration, as defined in the Fourth Schedule of the Act, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered;
(ix) substantially, the Institute's funding must be derived from its annual or long-term member fees, donations or from an appropriation by the government of the Republic in the national, provincial or local sphere;
(x) the Institute must as part of its dissolution transfer its assets to-
(a) another entity approved by the Commissioner for the South African Revenue Service (the "Commissioner") in terms of section 30B of the Act;
(b) a public benefit organisation approved in terms of section 30 of the Act;
(c) an institution, board or body which is exempt from tax under section 10(1 )( cA)(i) of the Act; or
(d) the government of the Republic in the national, provincial or local sphere.
(xi) the persons contemplated in paragraph (i) above will submit any amendment of this constitution of the Institute to the Commissioner within 30 days of its amendment;
(xii) the Institute will comply with such reporting requirements as may be determined by the Commissioner from time to time; and
(xiii) the Institute is not knowingly and will not knowingly become a party to, and does not knowingly and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement contemplated in Part IIA of Chapter III of the Act, or a transaction, operation or scheme contemplated in section 103(5) of the Act.