Constitution of SABDA

SABDA Southern African Book Dealers Association

Antiquarian, out of print and collectible books from South & Southern African Book Dealers.























CONSTITUTION, BYLAWS, RULES AND CODE OF ETHICS


CONSTITUTION AND BYLAWS

1 The name of the society is the Southern African Book Dealers Association (SABDA)

2 The objects of the Association are:
2.1 To promote the interests of and the highest ethical standards among dealers in antiquarian, out-of-print and collectable books, maps, prints, autographs and paper ephemera in Southern Africa.
2.2 To maintain the Association Code of Conduct and to ensure that members comply with that Code.
2.3 To present the views of members to national and local-government bodies, trade and industry associations and to the general public.
2.4 To organise promotions, such as book fairs, seminars and workshops.
2.5 To provide members with vehicles for communication and interaction.
2.6 To facilitate the dissemination of information of interest to members and customers.
2.7 To encourage professional growth regardless of race, colour, creed, gender, political affiliation or sexual orientation.
2.8 To foster special interest groups and networks for those with common concerns.
2.9 To moderate, facilitate and promote confidence in the used and antiquarian book trade both in Southern Africa and internationally.
2.10 To seek and foster alliances with similar professional organisations in other countries.

3 The Association shall not carry on a business, trade, industry or profession for profit or gain except as an incidental to its purpose.

4 The language of the Association shall be English.

MANAGEMENT

1 The affairs of the Association shall be managed by an honorary Executive Committee (ExCom) comprising a Chairperson, Secretary, Treasurer and a maximum of four other members representing both the trade (full members) and associate members.

2 Only members in good standing may serve on the Executive Committee.

3 Members of the Executive Committee shall serve an annual term coinciding with the financial year (1 March to the last day of February).

4 The Annual General Meeting (AGM) will take place in February each year from 2002. Nominations for the elected ExCom shall be submitted in writing (both physical and electronic formats are acceptable).

5 Information on each approved nominee and the ballots shall be sent to each member of the Association and ballots must be received at a date to be determined by the Executive. Results of the election of the new ExCom shall be announced within seven days of the closing of the ballot.

6 The number of continuous years of service as an elected member of the executive Committee shall be limited to six (6) years. The chair shall rotate on an annual basis.

7 The office of any member of the Executive Committee shall be vacated upon the occurrence of any of the following events:
7.1 If a court order is made declaring the executive member to be a mentally incompetent person or incapable of managing his or her own affairs;
7.2 If an order is made declaring the executive member a bankrupt;
7.3 On death;
7.4 If the executive member resigns from office by notice in writing to the Secretary of the Association; or
7.5 If the executive member ceases to be a member in good standing.

8 Removal of ExCom Members: The members may remove an Executive Committee member before the expiration of his or her term of office following notification of all members by the ExCom and the calling of a special general (electronic) meeting, where a majority of seventy-five percent (75%) of the votes cast support the removal.

9 Vacancies: If there is a vacancy on the ExCom of more than ninety (90) days' duration, the Executive Committee shall appoint a member as a replacement ExCom member, taking into consideration the election results of the most recent election as a guide to the appointment. A member appointed to fill a vacancy on the ExCom shall hold office only until the following financial year end, but is eligible for re-election.

10 A special general meeting must be called with two weeks of a request for such a meeting made by not fewer than 25% of the full members of the Association who are in good standing.

11 The ExCom may meet at such times and places as they may determine to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit. However, it is again noted that most of the Association's and the ExCom's business will be conducted primarily by electronic means.

12 The domicilium executandi of the Association shall be the business address of the Chairperson.

13 The quorum for any meeting of members (including electronic meeting) shall be 50% of the membership plus one. The quorum of the Executive Committee shall be fixed at four (4) members.

14 In the absence of the Chairperson, ExCom members will choose one of their number to act as chairman.

15 The Secretary of the Association shall:
15.1 Conduct the correspondence of the Association;
15.2 Issue notices of meetings of the Association and directors;
15.3 Keep minutes of all meetings of the Association and circulate them to members;
15.4 Have custody of all records and documents of the Association except those required to be kept by the Treasurer.

16 The Treasurer shall:
16.1 Open and/or operate a bank account in the Association's name;
16.2 Keep the financial records, including books of account, necessary to comply with current legislation; and
16.3 Render financial statements to the directors, members and others when required.

17 Any matter on which ExCom is seriously divided should be referred to all the members, who may set aside any action of the ExCom by a vote of at least seventy-five percent (75%) of the votes cast.

18 An ExCom member who is in anyway, whether directly or indirectly, interested in a proposed contract or transaction with the Association, shall disclose fully and promptly the nature and extent of his/her interest.

19 ExCom members may not be compensated by the Association for being or acting as members or receive any other direct or indirect profit from their office, but a member shall be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Association.

20 Committees: The ExCom may from time to time appoint such committee or committees as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. Any such committee shall report to the ExCom on a timely basis concerning its activities. The members of such committees shall serve at the pleasure of the ExCom.

21 Rules and Regulations: The ExCom may, from time to time, by resolution, propose to establish, amend, vary and abolish such rules and regulations to be voted on by all members in good standing. Such amendments will be carried by a simple majority of all members, or by seventy-five percent (75%) of the members who cast their votes.

22 Dissolution: The membership of the Association may, by a seventy-five percent (75%) vote of all members conducted by email, dissolve the Association. In the event of the dissolution of the Association, the ExCom shall be empowered to act as trustee, with regard to concluding the business of the Association.

MEMBERSHIP

1 Full membership in the Association shall be open to any individual or trading entity, who or which derives all or a significant proportion of their income from dealing in antiquarian, collectable, out-of-print and secondhand books in Southern Africa, who supports and is interested in the goals of the Association and has been trading on their own account for a minimum of three years. The latter requirement (three years' trading on own account) may be waived at the discretion of the Executive Committee (ExCom). Members must have a fixed trading site, whether physical or electronic, and deal in material which satisfies the minimum standards which will be laid down by the ExCom in consultation with the membership.

2 Associate membership shall be open to any individual who does not qualify for full membership, but who supports and is interested in the goals of the Association. Examples are staff working for full members, part-time dealers and "collector/dealers". Associate members will have no voting rights, except to vote for a full or associate member in good standing to represent them on the Executive Committee. Associate members will receive all the general information disseminated by the Association, except that which the ExCom decides should be restricted to full members. Associate members may describe themselves as "Associate Members" but not "Members" of SABDA.

3 Particulars of each application for membership shall be circulated to all Association members, who shall be entitled to inform the Secretary of the Association in writing of any objections to or relevant comments they may have on such application within fourteen (14) days of the posting of such particulars.

4 Not less than fourteen (14) days after the posting of such particulars the ExCom shall, after considering any objections or comments received by the Secretary of the Association, determine whether the applicant shall be admitted to membership of the Association and thereupon the Secretary of the Association shall advise such applicant accordingly.

5 Every person holding full membership shall:
5.1 Uphold the Constitution, Bylaws and Rules of the Association;
5.2 Be entitled to have and to exercise all the powers and rights of a member and shall be entitled to receive notice of and to vote at all meetings of members of the Association; and to have access to all publications of the Association;
5.3 Pay such annual membership dues or fees as may be determined.

6 An associate member shall be subject to the same conditions as specified in clause 9, but shall not be entitled to vote, nor to be a member of the Executive Committee, except in the case that one associate member may be elected to the ExCom to represent associate members.

7 Ceasing to be a Member: A person (a person shall mean in this context either an individual or a business entity) shall cease to be a member of the Association:
7.1 By delivering their resignation in writing to the Secretary of the Association by email, or mailing or delivering it to the address of the Association;
7.2 On his/her death, where the member is an individual, or on cessation of trading either as an individual or a business entity;
7.3 On being expelled; or
7.4 On having been a member not in good standing for a period of two (2) consecutive months, after having been duly notified and the process executed as set out in clause 8.2 below.

8 Suspension or Expulsion: The ExCom may suspend or expel any member for:
8.1 Default in the payment of dues or fees; or
8.2 Any cause, conduct or behaviour which in the opinion of the ExCom is inimical to the best interests of the Association or its members. Prior to suspending or expelling a member, the ExCom shall provide notice to the member of the proposed suspension or expulsion, which notice shall set forth the reasons for the suspension or expulsion and give the member the right to make representations and appear in person before the ExCom. A member who is suspended or expelled shall not have any right to vote nor shall he/she hold any office or position in the Association during the period of his/her suspension or upon expulsion, but, while suspended, shall continue to be bound by the duties and obligations of membership.

9 Good Standing: A member is in good standing unless a member is in default in payment of dues or fees, or has been expelled or suspended from membership of the Association.

10 Membership fees: The dues or fees payable by the members shall be as determined by the ExCom from time to time.

CODE OF ETHICS

1 PREAMBLE: The Association was founded in 2001 to encourage and promote interest in and appreciation of antiquarian, collectable and out-of-print books and other printed materials, prints, and manuscripts; to establish and maintain professional and ethical standards; and to foster friendly relations among both the membership, and the bookselling community at large. The Association recognises that members are obliged to operate their businesses in accordance with local, provincial and national laws. Association members are expected to exercise common sense and courtesy in dealing with each other and with the general public. Members must share in the responsibility of furthering mutual trust and respect between the trade and the public by conducting their businesses with fairness and integrity. The privilege of membership in the Association and the display of its logo carries with it the responsibility of maintaining and furthering the objectives of the Association. Toward this end the following ethical guidelines are provided:

2 An Association member shall be responsible for the understanding and use of the specific terminology of the trade.

3 An Association member shall be responsible for the accurate description of all material offered for sale. All significant defects, restorations, and sophistications should be clearly noted and made known to those to whom the material is offered or sold. Unless both parties agree otherwise, a full cash refund shall be made available to the purchaser of any misrepresented material.

4 An Association member shall be responsible for passing to the buyer clear title to all material sold, and shall not knowingly purchase, hold, or attempt to resell stolen materials. An Association member shall make all reasonable efforts to ascertain that materials offered to him or her are the property of the seller.

5 An Association member shall make every effort to prevent the theft or distribution of stolen antiquarian books and related materials. An Association member shall cooperate with law enforcement authorities and the Association's Executive Committee in the effort to recover and return stolen materials, and apprehend and prosecute those responsible for the theft, including, but not limited to, providing the names of the persons involved.

6 The Association endorses the principles embodied in national and international copyright laws.

7 An Association member shall vouch for the authenticity of all materials offered for sale, and shall make every reasonable effort to establish their true nature. Should it be determined that material offered as authentic is not authentic or is questionable, that material shall be returnable for a full cash refund, or other mutually agreeable arrangement. Material proven to be not authentic, or of disputed or undetermined nature, shall not again be offered for sale unless all facts concerning it are disclosed in writing.

8 Terms and conditions of sale should be clearly and explicitly stated in all catalogues and in offers, and it should be made clear at the time of offer whether or not material is offered subject to prior sale. An Association member should pay in full for all material purchased within 30 days from date of invoice unless other arrangements are made. Terms of sale should be clearly defined between seller and buyer at the time of sale and payment should be made in accordance with these terms. However, these terms are not immutable and may be renegotiated by mutual consent.

9 Responsibility for damage or loss in transit shall be determined at the time of the sale, or be stated in the seller's general conditions of trade. In general, responsibility will rest with the party stipulating the method of packing, shipping and insurance. Association members accept responsibility for careful and appropriate handling, packing and shipping of material in order to ensure that it arrives in the same condition as when purchased. The cost of returning material incorrectly described shall be the responsibility of the seller.

10 An Association member should permit any other Association member in good standing to buy from his or her inventory any material offered for sale [i.e. priced], and to extend to that Association member a reciprocal trade discount.

11 An Association member should neither approach nor solicit customers in any other booksellers shop, book fair booth, or place of business without the introduction or consent of the proprietor.

12 In the event of a serious dispute between a member and a member's customer, the Executive Committee will consider a request from the member to adjudicate, or to appoint a sub-committee of not fewer than three members to adjudicate.

13 It is essential for the reputation of the Association that complaints or disputes involving Association members be resolved in a manner befitting the objectives of the Association. Claims against Association members, or disputes among members, should be made in writing to the Chairperson. Association members should abide by the decisions of ExCom. Violation of any Association guideline may be grounds for censure, suspension or expulsion from the Association.

© SABDA 2007 - 2012 Books about Africa