Botswana Institute of Development Professions

CONSTITUTION

1. NAME

The name of the Society shall be the Botswana Institute of Development Professions (BIDP) and hereinafter is referred to as the Institute.

2. OBJECTS

The Institute is established in Botswana:

a) To promote the advancement of and to facilitate the acquisition of that knowledge which constitutes the professions related to development in Botswana.

b) To promote the general interests of the professions and to maintain and to regulate them in the public interest.

c) To promote the participation of central and local authority into providing educational institutions in Botswana at Professional and Technical level and to stimulate and encourage the interest and participation of the Batswana people into entering the professions.

d) To promote the establishment of a professional centre in Gaborone to facilitate the use of common resources in conjunction with the provision of common support services for the professions.

e) To establish and maintain good relations with other professional bodies in Botswana, to establish links with similar Societies in other countries and to join and support any international bodies concerned with the work of the professions.

3. MEMBERSHIP

a) The membership of the Institute shall consist of the following:

(i) Honorary Members
(ii) Ordinary Members

(iii) Associate Members

(iv) Student Members

(v) Retired Members

(vi) Corporate Members

(vii) Reciprocal Members


b) Honorary Member

Membership Requirements:

(i) the member shall be invited by the Council after obtaining prior approval by ballot of the Members of the Institute eligible to vote;
(ii) the member shall not be in practice in Botswana and by reason of his experience, knowledge or position may be able to render assistance in promoting the objects of the Institute;

Entitlements:

(i) the member may take part in all activities and General Meetings and make use of all facilities provided by the Institute (except those which the Council considers are privy to Ordinary Members of the Institute;)
(ii) the member shall possess no right of voting or intervening in the affairs of the Institute except when specifically provided for by the Council on any special occasion after obtaining prior approval by ballot of the Members of the Institute eligible to vote;
(iii) the member shall not be asked or called upon to contribute to the funds of the Institute which provision would not preclude any gift he/she may wish to make to the Institute.


c) Ordinary Member

Membership Requirements:

(i) the member shall be elected by the Council of the Institute upon being proposed and seconded by two Members eligible to vote and shall possess at least one of the following:


a. have passed such examination as may from time to time be prescribed or approved by the Council, and have at least two years approved practical experience in the relevant part of the professions;
b. hold the professional qualification of such professional Institution or body as may be approved by the Council from time to time;
c. have such experience as considered appropriate by the Council. In the case of a non-degree-level associate member, application for ordinary membership would be supported by fifteen years in practice in the profession supported by the initial non-degree-level qualification.

Entitlements:

(i) the member shall have full voting rights;
(ii) the member shall be eligible to use the initials MBIDP after his/her name;
(iii) the member shall be eligible for election as office bearer on the Council.


d) Associate Member

Membership Requirements:

(i) the member shall be elected by the Council upon being proposed and seconded by two Members eligible to vote;
(ii) the member shall have passed an examination referred to in (c) (i) above, and who is in the process of acquiring the approved practical experience therein referred to, in a related field accepted by Council.

Entitlements:

(i) the member shall have full voting rights;
(ii) the member shall be eligible for election as office bearer on the Council.

e) Student Member

Membership Requirements:

(i) the member shall be elected by the Council upon application to the Secretary;
(ii) the member shall be a person bona fide following approved training.

Entitlements:

(i) the member shall be entitled to attend General Meetings and Ordinary Meetings of the Institute but shall have no right to vote at any such meeting;
(ii) the member may elect a representative entitled to vote at General Meetings and Ordinary Meetings of the Institute.

g) Retired Member

Membership Requirements:

(i) the member shall have formally retired from practice but who wishes to continue his/her connection with the Institute;
(ii) the member must provide to the Council of satisfactory proof that he/she has retired from practice;
(iii) the member shall pay one-half of the current annual subscription for the class of membership he held before retirement or such lesser amount as the Council may deem fit in the circumstances of each specific case.

Entitlements:

(i) the member shall be entitled to attend General Meetings and Ordinary Meetings of the Institute but shall have no right to vote at any such meeting;
(ii) the member may elect a representative entitled to vote at General Meetings and Ordinary Meetings of the Institute.

h) Corporate Member

Membership Requirements:

(i) the member shall be a Corporate Body as approved by Council from time to time;
(ii) the member shall be elected by the Council of the Institute upon being proposed and seconded by two members eligible to vote.

Entitlements:

(i) the member shall have one representative eligible to vote at General Meetings and Ordinary Meetings of the Institute.

i) Reciprocal Member

Membership Requirements:

(i) the member shall be an organisation with similar aims and objectives prepared to enter a reciprocal agreement to take part in all activities and general meetings and make use of all facilities provided by the Institute;

Entitlements:

(i) the member shall have one representative eligible to vote at General Meetings and Ordinary Meetings of the Institute;
(ii) the member shall not be asked or called upon to contribute to the funds of the Institute.


j) Resignation from Membership
Any Member wishing to resign from the Institute shall submit his/her resignation to the Secretary. The resignation shall take effect from the date of receipt by the Secretary of such notice.
Any person who resigns or is removed from membership shall not be entitled to a refund of his/her subscription, or any part thereof, or any monies contributed by them at any time.
All members must continue to be eligible for membership. If a member does not meet the requirements for membership then he/she must resign or apply for the appropriate category of membership, failing which they may be removed from membership by the Council.

4. DESIGNATIONS

An Ordinary Member shall be entitled to use after his name the initials MBIDP.

5. MANAGEMENT

a) The affairs of the Institute shall be managed by a governing body to be known as the Council. The council shall comprise of the following officers:

The President of the Institute

Vice President

Secretary

Treasurer

and minimum of two Members

The Council shall all be Ordinary and/or Associate Members of the Institute.

b) (i) The President shall be elected at the Annual General Meeting for a period of one year and shall be eligible for re-election to that office for a period of up to three (3) years. After 3 years the President shall not be eligible for re-election to that office for a period of one year after his retirement from office. The President shall assume office at the end of the Annual General Meeting at which he is he or she is elected and shall retire at the end of the Annual General Meeting at which a successor is elected.

When present the President shall take the chair at all Meetings of the Institute and the Council.

(ii) The Vice President shall be elected at the Annual General Meeting for a period of one year and shall be eligible for re-election to that office for a period of up to three (3) years. After 3 years the Vice President shall not be eligible for re-election to that office for a period of one year after his retirement from office. The Vice President shall assume office at the end of the Annual General Meeting at which he or she is elected and shall retire at the end of the Annual General Meeting at which he or she is successor is elected. In the absence of the President he shall take the chair of all meetings of the Institute and the Council.

(iii) The Secretary shall be elected for a period of one year at the Annual General Meeting and shall be eligible for re-election.

(iv) The Treasurer shall be elected for a period of one year at the Annual General Meeting and shall be eligible for re-election.

(v) One Council Member shall be elected at the Annual General Meeting for two years. He or she shall not be eligible for re-election as Members for a period of one year following retirement but may be elected to be one of the officers of the Council.

(vi) Other Council Members shall be elected at the Annual General Meeting for one year and shall be eligible for re-election.

(vii) Ordinary and Associate members can be co-opted onto the Council at the discretion of the elected Council officers.

c) (i) Any Officers or Members of the Council, or the whole Council may be removed from office and be replaced, by a three-quarters majority vote at an Extraordinary General Meeting at which two thirds of the Members eligible to vote are present or represented by proxy.

(ii) Any Officer or Member of the Council who ceased to be a Member of the Institute shall automatically cease to be an Officer or Member of Council.

(iii) An elected representative of students shall represent non-voting members on the Council.

d) (i) The Council shall meet at least once in every two months. The President or any four Members of the Council, may by written request to the Secretary, require an Extraordinary Meeting of the Council to be called within fourteen days after the receipt of such request by the Secretary.

(ii) At any meeting of the Council a quorum shall be three including any two officers.

e) The Council shall have the power, on behalf of the Institute to:

(i) acquire by purchase, gifts by way of donation, bequest or otherwise, hold, possess and manage property both movable and immovable;

(ii) lease and rent any property on such terms as they shall think fit;

(iii) compound or compromise any action suit or proceedings or any debt;

(iv) open an account at any bank, savings bank or building society operating in Botswana, effect any payment into such account or withdraw any sum therefrom;

(v) appoint such committee or sub-committee as they shall deem fit;

(vi) appoint such representatives as they shall deem fit to take part in any activities, professional or social in Botswana or elsewhere;

(vii) sue or be sued, implead or be impleaded under the name of the BIDP;

(viii) appoint employees, either permanent or temporary, for such duties and at such remuneration as they deem necessary;

(ix) the Council shall not be entitled to commit the Institute by purchase or otherwise in excess of funds currently held, unless a two thirds majority at a General Meeting or an Extraordinary General Meeting shall so authorize.

f) The Council may make such regulations as they deem necessary for good management of the Institute in the furtherance of the objects thereof and in accordance with the Constitution provided that all such Regulations shall be submitted for approval to the next Annual General Meeting after the making thereof.

6. ANNUAL GENERAL MEETING

a) The Annual General Meeting of the Institute shall be held within 3 months of the end of the financial year on such date and at such place as the Council shall appoint.
b) The Annual General Meeting shall be convened by notices addressed by the Secretary to all Members not less than twenty-one clear days prior to the date thereof; such notice shall include an Agenda for the Meeting, and a copy of the Annual Accounts.
c) The quorum for an Annual General Meeting shall be ten paid up members including at least four Members of the Council.
d) The business of the Annual General Meeting shall be:
(i) to receive, deliberate upon and if thought fit accept the Report of the Council and the Annual Accounts;

(ii) to elect the Officers and Members of the Council;

(iii) to deliberate and vote upon such motion as the Council shall have included or been asked to include in the Agenda sent out with the convening notice.

e) Any Member wishing to put down a motion for discussion at the Annual General Meeting shall submit it in writing to the Secretary before the 1st July preceding the Annual General Meeting; provided, however, that nothing in the clause shall prevent a Member present at an Annual General Meeting from proposing during the course of the Meeting an amendment to any motion included in the Agenda.

f) Voting at the Annual General Meeting shall be by show of hands of paid up Members eligible to vote or by ballot if so demanded by the person presiding or not less than five Members present and voting. In case of equality of votes, the person presiding shall have a casting vote.

7. EXTRAORDINARY GENERAL MEETING

a) Extraordinary General Meetings shall be held at such times and places as the Council may decide, either when requested to do so in writing by any five Members eligible to vote or upon its own decision, but so that any such meeting is held within twenty-one days of the receipt of such decision.
b) Any notice by any five Members upon its own requesting an Extraordinary General Meeting shall set out in full the motion which they intend to put to such meetings.
c) The Secretary shall convene an Extraordinary General Meeting by notice in writing to all Members. The convening notice shall give fourteen days notice and shall include an agenda for the meeting, which shall set out any motion which is to be put to the meeting.
d) A quorum and voting procedures shall be as for an Annual General Meeting.
e) If a quorum is not achieved at the first EGM, a second shall be convened. No quorum is required at this meeting.

8. ORDINARY MEETINGS

Ordinary Meetings may be called from time to time by the Secretary on the decision of the Council. Ordinary Meetings shall be convened by notice in writing to all Members. Members may invite guests to attend Ordinary Meetings.

9. AMENDMENT OF CONSTITUTION

No amendment shall be made to this Constitution except by two-thirds majority of the Full Members present or represented by proxy at a General Meeting.

10.PROXY VOTING AT GENERAL MEETINGS

When a Member is representing another by proxy he or she shall have in his or her possession at the Meeting a written statement signed by the Member eligible to vote not present in person setting out:

a) the name of the Member to whom the proxy vote is given;
b) the date and place of the meeting;
c) the resolution upon which a proxy vote is given;
d) whether the proxy vote is to be affirmative, negative or discretionary.

11. ANNUAL SUBSCRIPTIONS

a) All members shall pay annual subscriptions to the Institute, at amounts which shall be fixed by Council by Regulation from time to time, with the exceptions described below:
(i) Members who paid life subscriptions when that provision existed are not required to pay annual subscriptions.
(ii) Honorary members are not required to pay subscriptions.
(iii) Reciprocal members are not required to pay annual subscriptions.
(iv) Members of age 70 years or older are not required to pay annual subscriptions.
b) Annual Subscriptions shall be payable upon election or on the 1st July each year. Only paid up members will be given the right to vote at the AGM.
c) A Member elected after the AGM shall pay subscription on a pro-rata basis.

12. ANNUAL REPORT

The Council shall present to the Annual General Meeting a Report of the activities and financial statements of the previous year together with the President's form of address.

13. DUTIES OF THE SECRETARY

The secretary shall:

a) draw up Minutes of the proceedings of all Meetings of the Institute and of the Council. The Minutes shall, after confirmation at the ensuing meeting, be signed by the person presiding and the Secretary;
b) keep a Register of Members in which shall be recorded:-

(i) the names and surnames of each Member;

(ii) the address of each Member;

(iii) the date of his election;

(iv) such other particulars as the Council may require.


c) have custody of the records of the Institute.
d) is responsible for the collection and appropriate response to all incoming mail.

14. DUTIES OF THE TREASURER

The Treasurer shall:

a) keep the accounts of the Institute and all such accounts shall be open to inspection by any person having an interest in the funds of the Institute;

b) effect or accept any payment;

c) give full and valid discharge for any debt and sign any receipt therefore;

d) pay into the Institute’s Bank Account as soon as may be, all monies received by him, but providing that he may keep in his possession for petty cash such sum as may be prescribed by the Regulation by the Council from time to time;

e) prepare the Annual Accounts as at the 30th June each year and statement of accounts as at such other time as the President may require;

f) produce his books for examination whenever required to do so by the President or the Auditor;

g) in conjunction with any one other Officer sign all cheques drawn on the Institute’s Bank Accounts.

h) if circumstances demand, temporary delegate his signing responsibility to another Member of Council.

15.ACCOUNTS

An accountant shall be appointed by the Council to prepare the financial accounts prior to be presentation at the AGM.

16.DEEDS

Every Deed, Act or Legal Document relating to the Institute shall be signed by the President and the Secretary.

17.BRANCHES

Branches of the Institute in different parts of Botswana may be formed subject to the approval of the Council.

18.PROFESSIONAL CONDUCT

All members shall conform to the Rules of Professional Conduct which the Council may make by Regulation.

19.DISCIPLINE

The Council shall have the power to caution, reprimand or expel from the Institute any member who, in the reasonable opinion of the Council, is found to have contravened the rules of professional conduct made by the Council. Provided that the Council shall, before exercising their powers under this sub-section, notify the Member concerned in writing, by registered letter, of the complaint and he or she shall be asked if he or she wishes to submit a written or verbal explanation to the Council within sixty days. No action shall be taken by the Council until the expiry of this period of sixty days. The powers of the Council under this sub-section can only be exercised by the unanimous decision of a quorum (4) or two thirds majority of the Council Members in attendance whichever shall be the greater.

20.DISSOLUTION

a)The Institute shall only be dissolved at an Extraordinary General Meeting called for that purpose at which three quarters of the votes cast are in favour of a resolution to this effect. If no quorum is obtained, the proposal to dissolve the Institute shall be submitted to a further Extraordinary General Meeting which shall be held one month later. Notice in writing of this meeting shall be given to all Members of the Institute at least 21 days before the date of the meeting.
b) The dissolution shall be subject to the law existing at that time.
c) When the dissolution of the Institute has been effected in accordance with the law and this Constitution, no further action shall be taken by the Council or any Officer of the Institute in connection with the aims of the Institute other than the notification of the dissolution of the Institute to members, applicants for membership, correspondents and the notification to the trustees of known assets and liabilities of the Institute. Any cash in hand shall be paid to the trustees.
d) In the event of dissolution, the Bank in which the Institute monies are deposited shall act as trustees and liquidator and shall wind up the affairs of the Institute in accordance with the law.

BOTSWANA INSTITUTE OF DEVELOPMENT PROFESSIONS: REGULATIONS



SECTION 1: FINANCE

1.All cheques and orders drawn upon any Bank Account of the institute shall be signed by the Hon. Treasurer and either the President, Vice-President or Hon. Secretary, or as delegated by Hon. Treasurer.

2. Any withdrawals upon an Institute Building Society Account or authorisation for the sale of any other investment, shall be signed by the Hon. Treasurer and either the President, Vice President or Hon. Secretary, or as delegated by Hon. Treasurer but such withdrawals or sale shall only be made upon a Resolution of the Council to that effect.

3. a) Annual Subscriptions to the Institute shall be paid at the following rates:-

(i) Ordinary Members P 330.00

(ii) Associate Members P 270.00

(iii) Student Members P 20.00

(iv) Corporate Members P750.00

(v) Retired Members P35.00



SECTION II: RULES OF CONDUCT

1. No Member shall conduct himself or herself in such a manner as to prejudice his or her professional status or the reputation of the Institute.

2. No Member shall be connected in any way with any occupation or business which is incompatible with membership of the Institute.

3. It shall be the duty of every Member:

a) when acting for a client whose interests conflict with his or her own to disclose the relevant facts to his or her client;

b) to ensure that neither he or her personally nor any firm or company carrying on Professional Practice which he or she is a partner or director acts for two or more parties with conflicting interests without disclosing the relevant facts to those parties.

4. No Member shall carry on the Professional Practice under the protection of a limited company without the consent of the Council, and such consent shall only be given subject to the following conditions:-

a) That any such company must have a fully paid up share capital of not less than P10,000.00 or P2,500.00 per proprietary director whichever is the greater.

b) That any such company must have a professional indemnity policy giving cover to the company and its employees of not less than P500,000.00 with a voluntary excess not to exceed the paid up share capital of the company.

c) That the combined shareholdings in any such company of persons or bodies whose interest is held wholly or mainly as an investment shall not exceed 25% of the fully paid up share capital; that such combined shareholdings shall not together carry more than 25% of the total voting rights in the company; that none of the shares so held shall be owned directly or indirectly by an incompatible investor; and that none of the shares so held shall be assigned without the consent of the Board of Directors.

d) That any Member requesting such consent shall submit to the Hon. Secretary a copy of the Memorandum and Articles of Association of the Company concerned together with the name of shareholders and their holdings for the approval of Council, and shall if his or her request is granted submit annually to Council a certificate from the Company’s auditors to the effect that the Constitution of the company has not changed in any way and that the distribution of shareholdings remained unchanged.

e) Consent, if granted, shall be deemed to be automatically withdrawn upon any changes being made in the constitution or shareholding of the company unless and until such changes have been approved by the Council.

5. Every Member who is a sole principal of a practice or a partner in a firm or a director or a company carrying on Professional Practice shall be held responsible for any contravention of the Regulations committed by any other partner or director of by any Member of the staff of such practice, firm or company; provided that if such sole principal, partner or director as the case may be shall show that he or her has, prior to such contravention, taken all such steps as may be reasonable to ensure that such contravention was not committed he or she may be acquitted of responsibility for such contravention.

6. a) No Member shall in his or her professional capacity accept, otherwise than for the benefit of a client, any trade or other commercial discount or commission from any trader whose business consists in the provision of goods or services used in the construction or maintenance industries.

b) Subject to sub-paragraph (a) hereof, a Member may accept a discount in respect of goods or services ordered by him or her on behalf of a client provided full disclosure is made to the client.

7. No Member shall:

a) offer to provide whether to a prospective client or a third party any gift or favour in money or money’s worth designed to secure instructions for work;

b) with the object of securing instructions or supplanting another Member knowingly attempt to compete on the basis of fees and commissions where there is a statutory scale of fees or a scale of fees recommended by the Institute except where Institutional foreign donors are demanding or non-BIDP consultants are offering competition on the basis of fees. Such competition is to be simultaneous, and BIDP consultants are to give a precise definition of the services to be performed for the fee quoted;

c) pay any fee or commission to a third party for the introduction of a client;

d) act or offer to act in any capacity in relation to any matter which is the subject of judicial or quasi-judicial proceedings either on the basis that no charge will be made unless the proceedings are successful or on the basis that the amount of the charge will be related to the degree of success attained.

8. No Member shall solicit instructions for work in any manner whatsoever; provided that this rule shall not apply in the case of a regular client unless the Member knew or ought to have known that the work in question had already been entrusted to another professional advisor.

9. Subject to the Regulations, every Member shall:-

a) keep in one or more bank accounts separate from his or her own, his or her firm’s or his or her company’s bank account as the case may be, any monies held by or entrusted to him or her, the firm or the company in any capacity other that of beneficial owner;

b) account at the due time for all monies held as aforesaid, less any legitimate deductions therefrom, to the parties entitled thereto.

10. No Member shall carry on practice under any such name, style or title as to prejudice his or her professional status or the reputation of the Institute.

11. Every Member shall ensure that the form, content and method or publication and distribution of any advertisement, announcement, article, leaflet, brochure or other publicity material of any kind whatsoever published, issued or authorised by him or her are neither misleading to the public nor such as to prejudice his or her professional status or the reputation of the Institute.

12. The use of BIDP crests on site notice boards is restricted to practices operated by Members resident in Botswana, and they may only be used in conjunction with the professional functions represented by BIDP.



Complete current reference texts for constitution and regulations 18oc06; Constitution revised February 1996 following previous revisions of January 1986, March 1992 and October 1995. Regulations revised March 1996 (Previous revisions November 1991, March 1992).Typographic and text error corrections to this file 12my05, 23my07. Revised for web site 8ag14. Revised constitution items 3(c)(i)(c), 5(d)(ii) and 11(a) at 10ja19 following Council adoption of proposals made 13no18 and 9ap19.