POLYGRAPH EXAMINERS ASSOCIATION INTERNATIONAL (PEAI)
THE CONSTITUTION of the POLYGRAPH EXAMINERS ASSOCIATION INTERNATIONAL An Association of Members
1.1 In the interpretation of this Constitution the following definitions shall apply:
Accredited institution: An institution that is accredited to present formal polygraph training and continued professional development and meets relevant common internationally recognized polygraphy standards. Institutions shall apply per application form and checklist approved by the PEAI board and/or AGM.
Annual General Meeting: Annual general meeting (AGM) of the Association’s members.
Association: Is a non-profit organisation (NPO) in terms of the Non-Profit Organisations Act, No 71 of 1997 (into effect since 01 Sep 1998) which defines a NPO as either a trust, company or other organisation or association of people established to serve a public purpose. A voluntary association is an agreement between three or more people to achieve a common object, primarily other than the making of profits.
Registered Accountant: Appointed to deal with the Association’s audit requirements and other related matters.
Ballot: An audited voting process used by members to vote on an issue of the Association. The ballot may be by electronic vote, physical vote or by proxy vote.
Board: Board of Directors of the Association as elected or appointed per this constitution.
Code of Ethics: A code of ethical conduct that members of the Association shall adhere to.
Code of Practice: A code of standards of practice that members of the Association shall adhere to.
Constitution: The constitution of PEAI.
Continued Existence:. PEAI will have continued existence notwithstanding changes in the composition of its membership or office-bearers.
Director: An elected member of the Board.
Elected term: The period between the date of a Director’s election and the day on which he vacates that position.
Elective year: The period between two consecutive Annual General Meetings.
Examinee: A person who voluntarily undergoes or has undergone a polygraph examination.
The Association: Polygraph Examiners Association International (PEAI), a voluntary association in terms of the Non-Profit Organisations Act, No 71 of 1997. Has its own legal identity and exists as a distinct legal entity separate from its members or office-bearers.
Internal enquiry: An enquiry conducted by the Association to investigate an allegation of misconduct, poor service delivery or a breach of the Constitution or a Regulation by a member.
Majority vote: An audited voting result reflecting the choice of 50% plus-one of the members who voted in a ballot.
May: Indicates an option
Meeting: Any meeting of the members of the Association or the Board, whether in person, by teleconference or by any other communication or electronic means.
Member: A paid-up member of the Association.
National ballot: A national voting process in which all members of the Association may cast their votes on a matter brought before them in terms of this Constitution.
Person: A natural person.
Polygraph instrument: An instrument used to conduct polygraph examinations. Excludes any voice stress equipment.
Polygraph examination: A complete pre-test, in-test and post-test polygraphy procedure using a polygraph instrument and generating a finding.
Polygraphist: An experienced investigator who has undergone specific and recognised specialised training in the field of polygraphy, synonymous with the term ‘polygrapher’ or ‘polygraph examiner’.
Polygraphy: The forensic detection of deception (PDD) and truth verification as conducted by a qualified Polygraphist using a polygraph instrument and recognised polygraph testing procedures.
President: The elected chairperson of the Board. The President is elected by the members present at an AGM. If a president steps down, the Vice President becomes the acting president until the AGM. The acting president will have all the powers of an elected president.
Proxy: A vote assigned to a member by another member who cannot attend a voting process. No more than 3 Proxy votes can be assigned to any single member.
Public Benefit Organisation: A public benefit organisation (PBO) can be a trust, a company (a not-for-profit company in terms of the new Companies Act) or another association registered with the South African Revenue Service (SARS) in terms of Section 30(1) of the Income Tax Act, No 58 of 1962. Any NPO registered with SARS as a PBO is exempt from income tax.
Quorum for an AGM and SGM: When 30% plus one of the members are present or represented by proxy then a motion shall be carried when 50% plus one of the votes cast support the motion.
Quorum for an electronic ballot: When 50% plus one of the members participates in the ballot then a motion shall be carried when 50% plus one of the votes cast support the motion.
Recognised institution: An institution that presents formal polygraph training and continued professional development and meets relevant common internationally recognised polygraphy standards that has not applied for accreditation. Prospective member shall provide proof of training as per application form and checklist approved by the PEAI board and/or AGM.
Regulations: The rules and procedures established and adopted by the Board to administer the affairs of the Association and include a Code of Ethics (COE) and a Code of Practice (COP).
Shall: Indicates an obligation.
Special General Meeting: An extra-ordinary special general meeting (SGM) of the Association’s members convened for a specific purpose in terms of the Constitution.
Vice-President: The elected Vice-President of the Board. The Vice-President is elected by the members present at an AGM. If a president steps down, the Vice President becomes the acting president until the AGM. The Board may then elect a vice-president from its members to act until the next AGM with all the powers of an elected vice-president.
Vote: A selection made by a member when balloted and may be by electronic vote, physical vote or by proxy vote
This Association shall be known as the Polygraph Examiners Association International and use the acronym PEAI. The following articles and annexures form the Constitution of PEAI
A: Regulations of PEAI: Complaints
B: Regulations of PEAI: Internal Inquiry
C: Regulations of PEAI: Quality Control Review
D: Standards of practice
E: Code of Ethics
The mission of the Polygraph Examiners Association International (PEAI) is to:
2.1 Be a professional organisation that exist to self-regulate its membership to ensure professional conduct to customers and stakeholders;
2.2 Facilitate training for its members and entrants into the profession through accreditation of training providers and industry related workshops;
2.3 Ensure the integrity of the profession through setting standards of professional as well as ethical conduct and holding members accountable for compliance;
2.4 Grow the credibility of the profession through engaging with stakeholders that have impact on the profession.
2.5 Form alliances and co-operation with persons, bodies and representatives of institutions that have a vested interest in the industry either as a customer, provider, regulator or any other stakeholder with a close association with the Polygraph Industry.
2.6 Invest in the education of society of the benefits and value of polygraph examinations and growing the knowledge base and professionalism of the industry.
The following provisions shall govern the contents of this Constitution:
3.1 This Constitution shall apply to all members of the Association.
3.2 All Annexures will be considered part of this constitution.
3.3 All business, notices, reports, statements and records of the Association shall be conducted in the English language.
3.4 Unless the context requires otherwise, any words referring to the singular shall also imply the plural and vice versa. Words referring to any one gender shall include the other gender.
3.5 The annual financial cycle of the Association shall end on the last day of February.
3.6 The Association shall maintain a bank account with a South African banking institution and conduct all financial transactions through the bank account.
3.7 Members or office-bearers do not become liable for any of the obligations and liabilities of the organisation solely by virtue of their status as members or office bearers of the organisation. Office-bearers are not personally liable for any loss suffered by any person as a result of an act or omission which occurs in good faith while the office-bearer is performing functions for or on behalf of the organisation
A person may apply for membership of the Association if the person complies with the following minimum requirements:
4.1 Has completed polygraph training at an accredited or recognised institution and graduated as a Polygraph Examiner; and
4.2 Has not been convicted of an offence, as listed in Schedules 1 and 2 of the Criminal Procedure Act, 51 of 1977 in the past ten years and has been sentenced to a period of one year or longer in prison without the option of a fine;
4.3 Is of good moral and ethical standing;
4.4 Has not previously been expelled from this or any other polygraph body or training institution for violating their Code of Ethics or Code of Practice, or bringing the polygraph profession into disrepute.
Classes of Membershi
There shall be two (2) classes of membership:
5.1 Full Member
Graduated from an accredited or recognised institution.
Is eligible to hold any elective office in the Association.
5.1.1 Membership Rankings
220.127.116.11 Full member – Qualified as a Polygraph Examiner from an accredited or recognised institution.
18.104.22.168 Silver Status – Full Member with five hundred (500) completed polygraph examinations.
22.214.171.124 Gold Status – Full member with one thousand (1000) completed polygraph examinations.
126.96.36.199 Platinum Status – Full member with one thousand five hundred (1500) completed polygraph examinations.
5.3 Stakeholder member. Any person or representative of an institution that has a vested interest in the industry either as a customer, provider, regulator or any other stakeholder with a close association with the Polygraph Industry. These members will have advisory and attendance rights, but will not have voting rights.
5.4 Changes or additions to the classes of membership or the requirements and rights. Any changes of membership classes, requirements and shall be approved by a majority vote of the members at an AGM, SGM or during a national electronic ballot.
6. Termination of membership.
Membership of the Association may be terminated in the following circumstances:
6.1 Any repeated contraventions by a member of the Constitution, Regulations, Code of Ethics or the Code of Practice.
6.2 Conduct that has brought the Association or the polygraph profession into disrepute.
6.3 When a member is convicted of a serious crime that has or could bring the Association, its members or the polygraph profession into disrepute.
6.4 Persistent failure of a member to meet his financial obligations to the Association.
6.5 Failure on the part of accused member to provide information requested by the Board and/or to co-operate fully with an investigating Director appointed to conduct an Internal Enquiry.
6.6 Proven contraventions of the Constitution, the Code of Ethics and/or the Code of Practice.
6.7 The Board or AGM may terminate the membership with immediate effect of any person or institution for any matter not provided in this constitution for any reason that the Board or AGM feel is to the detriment of PEAI, the polygraph industry or other members. Such member may not continue to present their membership of PEAI at any forum whatsoever including but not limited to administrative bodies, courts of law or any other regulatory body.
6.8 Termination process.
6.8.1 The Board terminates membership after proper inquiry into the charges. There must be minutes of the inquiry with the findings, decision and reasons documented.
6.8.2. Appeal. The member may appeal in writing to the AGM at the next AGM. Should a member appeal the decision, they remain suspended until such time as the AGM convene. They may not serve in any capacity for the rest of the elective term.
6.8.3 Consideration of the appeal. Members present at the AGM with voting rights will consider the minutes of the inquiry and the appeal motivation from the former member and vote on the matter. By joining PEAI members acknowledge that PEAI is a voluntary organisation and agree that the decision of the AGM is full and final and no further challenges will be made on the decision in any administrative body or court of law.
7. Re-application for membership.
A former member of the Association may re-apply for membership provided that he meets the requirements for membership above, has not previously been expelled from the Association for bringing it or the profession into disrepute and does not have any outstanding financial obligations to the Association.
8. Membership fees. Shall be determined annually and approved by the Board.
9. The Board of Directors
The following applies:
9.1 Eligibility. Only members in the category Full Member may be elected as Directors of the Board. Elected Directors must have reasonable experience or aptitude in their portfolio.
9.2 Duties and Functions. Directors shall perform the duties and functions of their portfolios as stipulated below.
9.3 Ad hoc committees. The President may establish ad-hoc committees for the purpose of achieving a specific objective. He shall appoint a Director or co-opt a Full Member to act as the convenor of the ad-hoc committee for its duration. The ad-hoc committee shall dissolve upon the completion of its stated purpose.
9.4. Administration. The Board shall compile and retain administrative and financial records, policies and procedures created during its term to administer the Association. These archives and historical records shall be transferred to subsequent Boards for that intended purpose.
9.5 Number of Directors. The Board shall consist of eight Directors, namely:
Director: Finance and Membership;
Director: Policy and Legislation;
Director: Ethics and Standards;
Director: Training and Development;
Director: Communication & PR
9.6. General Regulations related to Board Members.
The following shall apply to the Board:
9.6.1 All positions on the Board shall be elected by the members of the Association by majority vote during an electronic vote or at a properly constituted AGM or SGM.
9.6.2 The Board may from time to time formulate, amend and administer appropriate Regulations that govern the day to day functioning of the Association.
9.6.3 The Board shall convene prior to every AGM or SGM and whenever necessary. A meeting of the Board may be called at any time by the President or any Director with reasonable notice.
9.6.4 The Board is responsible for the daily administration of the Association and to protect the best interests of the Association, its members and the polygraph profession.
9.6.5 All decisions of the Board shall be made by a majority (5/8) vote of the Directors representing a quorum and only after inputs concerning the matter tabled have been received from all Directors of the Board.
9.6.6 The term of an elected Director shall be one year. A Director may be consecutively re-elected to the Board by the members but only for a maximum of three (3) consecutive terms, which includes a partial term.
9.6.7 A former Director may be re-elected to the Board by the members after a two-year period of absence from the Board.
9.6.8 Any vacancy that arises may be filled by the Board from the pool of qualifying full members to a maximum of two vacancies per elective term. Thereafter an SGM must be called or electronic nominations and voting may be used to fill vacancies.
9.6.9 The Board may request any Director, including the President or Vice-President, to step down should the majority of the Board members be of the opinion that such director behaves in a manipulative, political, disruptive, disrespectful, deceitful, or destructive way towards board members, membership or stakeholders. Such a process may be done by electronic vote with a full report to the membership by the President or Acting President. The director will be considered suspended as Director and member until such time as the AGM convene or the membership vote by electronic vote to uphold the suspension and terminate membership and/or directorship or the director resigns. The director may appeal to the AGM at the next AGM but remains suspended until such AGM. The AGM will then confirm the action to be taken against the member.
9.6.10 Should three board members resign simultaneously or a third vacancy arise while two other positions are vacant, a SGM must be called for the sole purpose as to reconvene a new board. If three directors resign simultaneously or a third vacancy arises while two vacancies existed and the board did not co-opt members to fill those vacancies before the third vacancy arose, the board may not fill the vacancies and must call a SGM.
9.6.11 Members of governing boards of non-profit organisations must adhere to the legal obligations imposed on them by the founding documents of the organisation, the common law and the legislation governing the organisation. All board members must exercise the following legal obligations when acting for the organisation they serve:
Act in good faith and in the best interests of the organisation;
Not allow personal interests to conflict with the interests of the organisation;
Not act beyond the powers of the organisation or the limitations placed on such powers in terms of the founding documents;
Exercise the degree of skill that may be reasonably expected from such a person of his/her knowledge. It is however important to note that members are not required to have exceptional intelligence and will not be liable for mere errors of judgement;
Apply her/his mind to decisions & exercise an independent discretion; and
Give intermittent, not continuous attention to the affairs of the organisation.
9.7. Duties of Directors as Board members.
Directors of the Association shall perform the following duties as designated by the portfolios below and any other duties agreed upon by the Board:
9.7.1 The President:
188.8.131.52 Preside over all meetings of the Board or members or nominate the Vice President or a Director to preside when necessary.
184.108.40.206 Supervise the expenditure of the Association’s funds and ensure that a certified financial statement is distributed before and tabled during the annual AGM for scrutiny by any member.
220.127.116.11 Supervise the affairs and administration of the Association and the duties of those appointed to office.
18.104.22.168 Assist the Vice-President to deal with all complaints and internal enquiries of the Association.
22.214.171.124 With the assistance of the Director: Communication / PR deal with all correspondence entering and leaving the Association.
126.96.36.199 Represent the Association at official functions or delegate this function to another Director when appropriate.
188.8.131.52 Perform other duties as assigned by the Board.
184.108.40.206 Provide guidance, assistance and support to all Directors in their portfolios as is necessary.
9.7.2. The Vice-President:
220.127.116.11 Represent the Association in the President’s absence.
18.104.22.168 Supervise all complaints and internal enquiries of the Association and co-ordinate such matters with the investigating Director as required in Section E of the Regulations.
22.214.171.124 Regularly report to the President and the Board on the progress of enquiries concerning complaints or other issues relating to the violation of the Constitution or any Regulations.
126.96.36.199 Perform other duties as assigned by the Board.
9.7.3 Director: Administration:
188.8.131.52 Be responsible for recording and retaining the official minutes, resolutions, and proceedings of the Association, emanating from all business meetings of the members, of the Board or meetings convened for the effective and orderly administration of the Association.
184.108.40.206 Administer the Association’s internet website, e-mail address and other electronic and internet platforms.
220.127.116.11 Hold records of all memberships in conjunction with the Director: Finance and Membership.
18.104.22.168 Hold records of all advanced training of members in conjunction with the Director: Training and Development.
22.214.171.124 Perform other duties as assigned by the Board.
9.7.4 Director: Finance and Membership:
126.96.36.199 Serve as the treasurer of the Association and deal with all financial and membership matters of the Association.
188.8.131.52 Handle all funds and maintain complete and accurate records of all financial transactions over the financial cycle from 1 March to 28 February of the following year.
184.108.40.206 Act in all financial matters wherein an authorised signature is required on behalf of the Association, after receiving approval from the Board.
220.127.116.11 Identify an independent and certified public Accountant for approval by the Board that will perform an annual certification of the Association’s financial accounts and report on the financial status.
18.104.22.168 Distribute the annual certified financial report to all members at least seven (7) days prior to a forthcoming AGM or SGM and to present the annual financial report at such a meeting.
22.214.171.124 Maintain a list of the Association’s physical assets, indicating where they are located and the member responsible for the asset, and to verify these matters annually prior to the AGM.
126.96.36.199 Maintain a ‘Statement of Income, Expenses and Liabilities’ of the Association and report on these matters in writing to the Board every six (6) months. Such statements shall be available to any member for inspection.
188.8.131.52 Monitor and record the payment of membership fees into the Association’s bank account by new and existing members. Membership fees shall be payable annually or monthly. Each option will carry a fee, the once off fee will be cheaper than the annual fee.
184.108.40.206 New members joining PEAI during the first six (6) months of the financial cycle shall pay the full membership fee, whereas new members joining in the latter six (6) months of the financial year shall pay only 50% of the annual membership fee.
220.127.116.11 Distribute reminders and final notices to all members concerning annual membership fees due and follow up any outstanding membership fees.
18.104.22.168 Report to the Board any member that repeatedly fails to meet his financial obligations to the Association. Such a member may have their membership suspended until such time that the outstanding fees have been paid in full to the Association or their membership may be cancelled if fees have not been paid after the prescribed reminders have been sent to them.
22.214.171.124 Seek the approval of the Board to pay any expenses, relevant taxes or levies due by the Association or incurred by a Director or member acting on behalf of the Association and to keep record of all such transactions.
126.96.36.199 Together with the Board, compile a plan-of-action for the forthcoming twelve months and prepare a budget for approval by the Board, within thirty (30) days of being appointed to office.
188.8.131.52 Administer an interest-earning bank account at an approved banking institution in which all Association funds shall be deposited for the exclusive use of the Association and its members.
184.108.40.206 Receive applications for membership to the Association consider the category that the applicant qualifies for; circulate the application documentation to the Board for comment and approval or rejection by majority (5/8) vote.
220.127.116.11 Issue new membership certificates (electronic or hard-copy), to update the membership register and to advise new members of the process they need to follow to be listed on the Association’s website.
18.104.22.168 Inform unsuccessful applicants accordingly, provide them with reasons for the rejection and state what requirements they may need to fulfil before their membership can be reconsidered.
22.214.171.124 Perform other duties as assigned by the Board.
9.7.5 Director: Policy and Legislation:
126.96.36.199 Manage and administer all activities concerning policies and legislative matters pertaining to the Association and to report on such activities to the Board.
188.8.131.52 Advise and make recommendations to the Board on any legal matters relating to the Constitution, Regulations, Code of Ethics, Code of Practice or any other issue relevant to the activities of the Association.
184.108.40.206 Seek legal representation for the Association when relevant.
220.127.116.11 Access and distribute relevant research material that can be useful to members in terms of the Commission for Conciliation, Mediation and Arbitration (CCMA), Labour law and other legislation and statutes affecting the Association’s members in particular and the polygraph industry in general.
18.104.22.168 Perform other duties as assigned by the Board.
9.7.6 Director: Training and Development:
22.214.171.124 Manage and administer all activities concerning polygraph training of the Association and to report on such activities to the Board.
126.96.36.199 Identify the advanced training and development needs of the members.
188.8.131.52 Organise and facilitate advanced training and seminars for the members.
184.108.40.206 Collect and distribute relevant research material which can be useful to members and to advance the continued education of members.
220.127.116.11 Liaise with other polygraph associations and training institutions in order to promote co-operation and the exchange of training material between such bodies and the Association.
18.104.22.168 Identify mentors that can assist with the growth and advancement of all members.
22.214.171.124 Endorse the completion of internship programmes by Interns and recommend applications by Interns for appointment to the membership category, Full Member.
126.96.36.199 Perform other duties as assigned by the Board.
9.7.7 Director: Ethics and Standards:
188.8.131.52 In conjunction with the Vice-President, manage and administer all activities concerning ethical matters, standards of practise, grievances and complaints made against members of the Association or the Board, in terms of the ‘Quality Control checklist’ and ‘Quality Control Time-frame’ (see Regulations and Annexure C).
184.108.40.206 Mediate or assist the Vice-President to mediate between complainants and accused members when a mediation process is appropriate in terms of the ‘Processing of a Complaint -Time-frame’ (see Regulations and Annexure A)
220.127.116.11 Conduct internal enquiries and quality control assessments in terms of section E of the Regulations ‘Procedures for handling complaints and internal enquiries’ when instructed to by the President and/or Vice-President and submit reports for consideration in terms of the ‘Internal Enquiry – Timeframe’ and ‘Quality Control – Timeframe’ (see Regulations and Annexures B and C)
18.104.22.168 Regularly report to the Vice-President and the Board on the progress of enquiries concerning complaints or other issues relating to the violation of the Constitution or any Regulations.
22.214.171.124 Perform other duties as assigned by the Board.
9.7.8 Director: Communications / PR:
126.96.36.199 Publish, distribute or compile, or cause to be published, distributed or compiled, any publication, newsletter, journal or document agreed upon by the Board.
188.8.131.52 Liaise with the media, namely radio, television, electronic and printed media and any relevant institutions, associations or federations with the aim of promoting the mission, role, functions and activities of the Association, its members and the polygraph profession in general.
184.108.40.206 Promote the Association and its members whenever and wherever possible and to encourage the public to use Polygraph Examiners registered with the Association.
220.127.116.11 Distribute official notices, minutes and correspondence to all members when required.
9.8 Remuneration of expenses to members of the Board
9.8.1 Members of the Board or any other member co-opted by the Board may be remunerated for expenses incurred on behalf of the Association, provided that a budget proposal has been presented to the Board before the expenses have been incurred and the expenses are reasonable and in the interests of the Association.
9.8.2 The Board member or co-opted member shall be required to present a detailed claim with supporting documentation and receipts for expenses incurred, to the Board for consideration and approval.
9.8.3 Any extraordinary or fruitless expenses shall be presented to the Board for consideration and approval or rejection with remedial proposals.
9.8.4 Expenses may include any reasonable operational, travel or hotel expenses incurred in the interests of the Association, provided that recognised accounting procedures are followed to record and justify such official expenses.
9.8. 5 In cases where advanced training seminars, annual general meetings or annual conferences are being organised, a budget proposal shall be prepared by the relevant Director in conjunction with the Director Financial Management and presented to the Board for consideration and approval before the expenses are incurred.
10. Meetings, Elections and Ballots
10.1. Members of the Association shall meet at least once every calendar year for the purpose of dealing with business brought before it or to elect new Directors.
10.2. Members may elect to meet at any other time for any other purpose after consulting with the Board to establish a suitable date, time and place for such a meeting.
10.3. When required members shall be balloted by national electronic ballot or at an AGM or SGM, as determined by the Board if not prescribed in the constitution.
10.4. An AGM or SGM shall enjoy a quorum when 30% plus one of the paid-up full members are present or represented by proxy by paid up members. A motion brought before it by formal motion shall be carried when 50% plus one of the votes cast support the motion. Votes shall be taken by a show and count of hands and any valid proxy votes submitted shall be included in the final count.
10. 5. A national electronic ballot shall enjoy a quorum when 50% plus one of the members casting a vote in the ballot. A motion voted upon shall be carried when 50% plus one of the votes cast support the motion.
10.6. Directors shall be nominated when required through a formal nomination procedure and a ballot shall be held by national electronic vote or during an AGM or SGM to elect Directors to the Board.
10.7. In the event of the incapacity, resignation or the inability of a Director to complete his elected term, the Board shall identify and appoint by majority vote a replacement to serve the unexpired term of the former-Director. The Vice-President shall complete any unexpired term of the President unless the Board agrees to elect a new President from its ranks.
10.8. A Director may be removed from office for good cause by a unanimous vote of the Board or by a ‘vote of no confidence’ by a majority of the members at an AGM or SGM or if a written complaint has been received and an internal enquiry has been concluded in terms of the Constitution and Regulations.
10.9. Any member may make a submission or table a motion to an AGM, a SGM or the Board at any time. The submission or motion shall however be distributed to the members for comment at least twenty-one (21) days prior to the meeting.
10.10. All paid up members with voting rights shall have the right to vote on any motion, to participate in any ballot and contribute to any business brought before the members.
10.11. All members shall be entitled to receive copies of the annual financial statements and minutes of any general meeting of the members from the Director Administration. This may not be distributed to any person not a member of PEAI.
10.12 Agenda. Every meeting shall have an agenda which closes 7 days before a meeting and 20 days before an AGM. This does not apply for a SGM which has one agenda issue for discussion. Minutes detailing decisions made must be drafted and distributed within seven days after the meeting.
10.13 Proxy. A member entitled to vote at a general meeting shall be entitled to appoint one person or more than one person in the alternative to each other as his proxy / proxies to attend, speak and vote at a general meeting on his behalf. The instrument appointing a proxy shall be in writing under the hand of the appointer or his agent duly authorized in writing. A proxy need not be witnessed. Whether he is himself a member or not, the holder of a general or special power of attorney given by a member shall, if duly authorized under that power to attend and take part in meetings and proceedings of the Company or companies generally, are entitled to attend general meetings and to vote at such.
11.1. Regulations, as contained in the annexures to this Constitution, shall be established, maintained and enforced by the Board for the purpose of promoting the mission of the Association and administering the goals and objectives thereof.
11.2. Regulations shall be amended by a majority vote (5/8) of the Board.
11.3. A copy of any proposed amendment or revision of a Regulation shall be circulated to all Board members at least thirty (30) days prior to the date upon which the amendment is to be discussed and voted on.
11.4. Any amendments to the Regulations shall be relayed to the members within fourteen (14) days of the amendments being adopted.
11.5 The AGM has the right to change the regulation at the next AGM or SGM if such an SGM are requested in writing by a Director or at least 10% of the membership.
12. Constitutional Amendments
12.1. This Constitution may be amended through a national electronic ballot and shall deem to have been approved and adopted when 50% plus one of the total members participated in the national ballot and when a simple majority (50% plus one) of the members voted in favour of the matter or motion tabled.
12.2. Amendments to the Constitution shall be voted upon only after a copy of the proposed amendment or revision has been circulated to all members at least twenty-one (21) days prior to the date at which the amendment is to be voted upon.
12.3. Any member of the Association may submit written proposals to amend the Constitution or the Regulations for consideration to the Board or may submit a petition signed by at least twenty (20) members for consideration by the Board.
12.4. Approved amendments shall take effect immediately unless otherwise stated and shall be conveyed to all members within fourteen (14) days of adoption.
13. Legislative Authority
13.1. In all instances the legislative authority of the Association shall be that of the Republic of South Africa (RSA).
13.2. All meetings shall be conducted in accordance with the recognised procedures and rules of order in the RSA at the time.
13.3. The Board may by unanimous vote formally register the Association with the Registrar of Non-Profit Organisations in terms of the Act, should it be deemed necessary to do so in the interests of the Association.
Should the organisation be dissolved for whatever reason, the assets must be transferred to another non-profit organisation registered as public benefit organisations with similar objectives.
15.1. This Constitution shall take immediate effect and replace any previous Constitution of the Association upon its adoption.
15.2. This Constitution was approved and adopted by the members of the Polygraph Examiners Association International at an AGM on…………………………. at Pretoria.