1.
NAME AND DEFINITION
This organisation shall be known as the KWAZULU NATAL-FREE STATE CONFERENCE OF THE SEVENTH-DAY ADVENTIST CHURCH (hereinafter referred to as the Conference).

2.
PURPOSE
2.1
The primary purpose of this Conference is to preach and proclaim the everlasting gospel in the context of  the three angels' messages of Revelation 14:6-12 to all peoples within its territory, leading them to accept Jesus as personal Saviour and to unite with His church, and nurturing them in preparation for His soon return.

2.2
The secondary purpose is to co-ordinate a Christian ministry including, but not limited to pastoral, teaching, health, community services women's ministries and children's ministries involving church members and employees of the church.

3.
TERRITORY
The territory of the Conference shall consist of the provinces of KwaZulu Natal and the Free State, and any other territories which may be assigned to the Conference by the Southern Africa Union Conference of Seventh-day Adventists (hereinafter referred to as the Union Conference)

4.
PRINCIPAL OFFICE
The principal office for the transaction of the business of this Conference is located at 47 Gillitts Road, Pinetown. The executive committee may recommend a relocation of the principal office to a constituency meeting.  In the event of abnormal circumstances that may necessitate the relocation of the office, the executive committee shall have the power at its discretion to change the location of the principal office.  Such decision shall be ratified at the next constituency meeting.

5.
RELATIONSHIP
The Conference is a part of the Union Conference which in turn is a part of the Southern Africa Indian Ocean Division of the General Conference of Seventh-day Adventists (hereinafter referred to as the Division), a world church organisation.  All purposes, policies and procedures of the Conference shall be in harmony with the working policies and procedures of the Union Conference and the Division.  The Conference shall pursue the Mission of the church within the doctrinal guidelines adopted and approved by the General Conference of Seventh-day Adventists (hereinafter referred to as the General Conference) in it's quinquennial session.

6.
MEMBERSHIP
6.1
MEMBERS
The membership of the Conference shall consist of such member churches with their  companies that have been properly organised and recommended by the Executive Committee and accepted by a vote of the constituency meeting. Such churches shall remain within the sisterhood of churches unless they are disbanded or excluded by the sisterhood of churches in a properly called constituency meeting of the Conference.

6.2
VOICE AND VOTE PRIVILEGES
Voice and vote privileges at regular and special constituency meetings of the Conference shall be the prerogative of:

6.2.1
All delegates duly accredited by any one of the organised churches of the Conference. Each church shall be entitled to one (1) delegate for the organisation and one (1) additional delegate for each one hundred and fifty (150) members or major fraction thereof who hold membership in the local church which accredits them.

6.2.2
All members of the executive committee of the Conference.

6.2.3
Officers and departmental directors of the General Conference and the Union Conference who may be present at any constituency meeting of the Conference.  The number of such delegates shall not exceed ten percent (10%) of the total number of delegates provided for herein above in 6.2.1.

6.2.4
All employees holding ministerial or missionary credentials issued by the Conference.

6.2.5
Such other persons who, by virtue of their qualifications and experience, can make a special contribution, having been granted special delegates' status and are accepted by the constituency meeting, on the recommendation of the executive committee.

6.2.6
Such other employees of the Conference, its institutions and retirees that may be recommended by the executive committee and accepted by the delegates in session, provided that not more than ten percent (10%) of the total number of regular delegates will be appointed in this category.

7.
CONSTITUENCY MEETINGS
7.1
Regular Meeting

This Conference shall hold a regular triennial constituency meeting at such time and place as the executive committee of the Conference shall designate. Notice of the time and place of the meeting of the delegates representing the constituents shall be given by:  (See 8.1.7)

7.1.1
A notice printed in the official publication of the Union Conference at least four (4) weeks before the date of the constituency meeting: or

7.1.2
A method of communication such as a letter, approved by the executive committee of the Conference and the officers of the Union Conference.

7.2
Special Meeting

7.2.1
The executive committee of this Conference shall call a special constituency meeting at a time and place it deems proper when:

7.2.1.1
It is deemed necessary and voted by the executive committee

7.2.1.2
It is voted by the delegates at any constituency meeting,

7.2.1.3
It is requested by the Union Conference committee or General Conference committee or

7.2.1.4
It is requested by 75 per cent of the churches through their church boards.  The purpose for the special meeting shall be stated.

7.2.2
The agenda for a special constituency meeting shall be included in the notice of the meeting.

7.2.3
The time and place of a special constituency meeting shall be given in the same manner as for regularly scheduled meetings.

7.3
Quorum

At least fifty-one percent (51%) of the delegates authorised herein above under 6.2 must be present at any regular or special constituency meeting to constitute a quorum for the transaction of business. Once the meeting is declared open, the delegates present shall constitute a quorum.

7.4
Reports and Agenda Items for Regular Business Sessions

7.4.1
The president shall render a report on the administration of the Conference

7.4.2
The secretary shall present a statistical report.

7.4.3
The treasurer shall present a report reflecting the finances of the Conference.  The constituents shall vote on this report.

7.4.4
These reports shall cover all aspects and facets of the work in the Conference and shall be sent to the church boards in the Conference within such reasonable time as determined by the executive committee, but not later than one (1) month before the constituency meeting.

7.4.5
Only items approved by local church boards will be considered by the executive committee for inclusion in the agenda of the constituency meeting. The executive committee decision will not preclude the normal right of appeal.

7.5
Appointment of Delegates

7.5.1
Only church members in good standing shall be appointed as delegates to the constituency meeting.

7.5.2
In order to enable the churches to nominate delegates that are well informed and equipped to represent them, the reports supplied by the conference shall be carefully studied before the nominations are made. The churches shall provide each delegate with  copies of the reports referred to in item 7.4 of this constitution.

7.6
Proxy Voting

All delegates shall be present in person at any constituency meeting in order to be eligible to vote.  There shall be no voting by proxy.

7.7
Election and Term of Office
All officers, directors of departments/services and members of the executive committee who are not ex officio members shall be elected by the delegates at a regular constituency meeting of the Conference for a period of three (3) years and shall hold office until the next constituency meeting of the conference unless they resign or their election is terminated by the executive committee or a special constituency meeting.

8.
COMMITTEES
8.1
Organising Committee

8.1.1
The organising committee shall be constituted as follows: Each church represented at the constituency meeting shall choose, or empower its delegation to choose, one (1) member plus one (1) additional member for each four hundred (400) members or major fraction thereof.  

8.1.2
The executive committee shall choose the representatives of the Conference Church to serve on the organising committee. 

8.1.3
The executive committee shall choose from among themselves, special delegates, credentialed employees and licensed ministers that are in the employ of the Conference, who are not delegates from local churches, as members of the organising committee.  A maximum of 20% (twenty per cent) of the total membership of this committee shall be appointed from this group.  

8.1.4   
The chairperson of the organising committee shall be the ranking officer of the Union Conference that is present. 

8.1.5
The organising committee shall nominate and the constituency meeting shall elect operating committees.  No member shall nominate more than one (1) person for election to any one of the following committees: 

8.1.5.1
A nominating committee to serve for the duration of the constituency meeting. 

8.1.5.2
A standing constitution committee to serve for the full term of three years. 

8.1.5.3
Other committees as may be necessary. 

8.1.6   
Members of the organising committee shall be chosen at or prior to the constituency meeting.

8.1.7
If the organising committee is to meet prior to the constituency meeting, the time and place of the meeting shall be stated in the official notice of the constituency meeting. (See 7.1)

8.2
Nominating Committee

8.2.1
The nominating committee shall consist of no fewer than thirteen (13) and not more than twenty-one (21) members, excluding the ranking Union Conference officer who shall serve as the chairperson.  The membership of the committee shall be balanced as nearly as possible between denominational employees and non-denominational employees representing various segments of the work and territories of the Conference.

8.2.2
Members of the outgoing administration and departmental directors shall not be eligible to be members of the nominating committee.

8.2.3
A maximum of three (3) members of the outgoing executive committee may be elected to serve as members of the nominating committee.

8.2.4
Before the nominating committee commences its work, an opportunity should be given to the chairperson of the nominating committee to hear in private any convictions, protests or objections.

8.2.5
After each report of the nominating committee has been read, moved, and seconded, there must be a break of not less than ten (10) minutes for any possible objections to be discussed with the chairperson, who may advise if the report should be referred back.

8.3
Standing Constitution Committee
Each regularly scheduled constituency meeting of the Conference shall elect a standing constitution committee.  This committee shall function between the regularly scheduled constituency meetings and shall submit its reports and detailed recommendations to the Conference executive committee and to the next constituency meeting.

8.4
Voting
The election of officers and the voting on all other matters of business shall be by secret ballot unless otherwise determined by a majority vote of the delegates present.

9.
EXECUTIVE COMMITTEE
9.1
Membership of Executive Committee
The executive committee of the Conference shall be elected at its regular constituency meeting and shall consist of not more than twenty-one (21) members.  The president, vice-president, secretary and treasurer shall be members ex officio of the executive committee.  The membership of the committee shall include at least one (1) departmental director and one (1) institutional representative.  The remaining membership of the executive committee shall be balanced between non-employees, and employees, including pastors  representative  of the various sections, districts and sub-organisations of the Conference.

9.2
Conferred Authority
This constitution confers on the executive committee the authority to act on behalf of the constituents, between regular and/or special constituency meetings, including authorisation to elect or remove, for proper cause,  elected officers, directors of departments/services, board and committee members.

9.3
Appointment of Boards and Committees
The executive committee shall appoint at its first regular meeting the boards and management committees of all institutions and other subsidiary organisations, except primary church school boards which are appointed by the local churches.

9.4
Appointment of Management
The newly appointed executive committee shall appoint at its first regular meeting the management personnel of sub-organisations, such as principals, business managers, treasurers, associate directors, chief professional nurses, etc.

9.5
Administrative Authority
The executive committee shall have full administrative authority to

9.5.1
Fill for the current term any vacancies that may occur by death, resignation, or otherwise, in its boards, committees, departments, or in offices which have been filled by the constituency meeting.  If a new president is to be elected, the ranking officer of the Union Conference shall serve as chairperson of the executive committee.

9.5.2
Employ ministers, secretaries, teachers, and other persons as deemed necessary in the administration of the Conference.

9.5.3
Suspend, discipline or dismiss for proper cause any employee.

9.5.4
Grant and withdraw credentials and licences to employees in accordance with the policy of the Seventh-day Adventist Church.

9.5.5
The withdrawal of credentials of elected employees shall  require a two-thirds (2/3) majority vote of the the executive committee.

9.6
Regular Meetings
The executive committee may schedule regular meetings at such times and places as it may deem necessary.

9.7
Special Meetings
Special meetings of the executive committee may be called at any time or place by the president, vice-president or, in their absence, by the secretary. A special meeting shall also be called in response to the written request of a majority of the members of the executive committee.

9.8
Quorum
The chairperson plus fifty percent (50%) of the remaining members of the executive committee shall constitute a quorum.

10.
OFFICERS
10.1
Executive Officers
The executive officers of this Conference shall be a president, a vice-president (as may be deemed necessary), a secretary and a treasurer.  The office of the secretary and the treasurer may be filled by one individual. It is the duty of these officers, in consultation with one another, to carry forward the work according to plans, policies, and programmes voted by the constituency and/or the conference executive committee.  These plans, policies, and programmes shall be in harmony with the doctrines and actions adopted and approved by the General Conference in its quinquennial sessions.

10.2
President
The president, who shall be an ordained minister of experience, is the first officer and shall report to the executive committee of the conference in consultation with the secretary and the treasurer.  He shall act as chairman of the constituency meetings and the executive committee, and serve in the general interests of the Conference as the constituency and the executive committee shall determine.  In his leadership he shall adhere to the policies of the Union Conference and the General Conference, work in harmony with the Union Conference Committee, and in close counsel with the Union Conference officers.

10.3
Vice-president
A vice-president, if elected, shall assist the president in specialised areas of administration, or by mutual agreement between the officers of the Conference.  He shall act as vice-chairperson of the executive committee in the absence of the president or by mutual agreement.

10.4
Secretary
The secretary, associated with the president as an executive officer, shall work under the direction of the executive committee and shall act as vice-chairperson of the executive committee. The secretary shall report to the executive committee of the conference after consultation with the president. It shall be the duty of the secretary to

10.4.1
Keep the minutes of the conference constituency meetings and of the executive committee meetings.

10.4.2
Furnish copies of these minutes to all members of the executive committee and to the officers of the Union Conference.

10.4.3
Provide information as may be requested by the president or by the executive committee.

10.4.4
Perform such other duties as usually pertain to the office.

10.5
Treasurer
The treasurer, associated with the president as an executive officer shall serve under the direction of the executive committee.  He  shall report to the executive committee of the conference after consultation with the president.  It shall be the duty of the treasurer to

10.5.1
Provide financial leadership to the organisation.

10.5.2
Receive, safeguard and to disburse all funds in harmony with the actions of the executive committee.

10.5.3
Remit all required funds to the Union Conference and the General Conference, in harmony with Union Conference policy.

10.5.4
Provide financial information to the president and to the executive committee.  He shall also be responsible for furnishing copies of the financial statements to the Union officers.

10.5.5
Operate bank accounts approved by the executive committee in co-operation with such other individuals as may be authorised by the executive committee.

10.5.6
Audit the books of each local church treasurer and of such other subsidiary organisations as shall be arranged within the territory of the Conference at least once each calendar year, or to make suitable arrangements for such auditing to be done.

11.
DEPARTMENTAL DIRECTORS
11.1
Departmental/Services Structure
The Conference may create such departments and boards, appoint such trustees and agents, and make such distribution of its labour as may be necessary to execute its work effectually. 

Conference departments/services shall be organised in accordance with the departmental/service structure of the General Conference, but shall not necessarily duplicate the departments/ services in the Union Conference or General Conference.

11.2
Advisory Role
The directors of departments/services of the Conference shall work under the direction of the president and the executive committee, and shall serve in an advisory capacity to the field, for their departments.

12.
SUBSIDIARY MINISTRIES
Corporations and Agencies
The Conference may carry on its ministry through subsidiary agencies, organisations, and institutions that may, where necessary and appropriate, function either as unincorporated or incorporated entities. Before the Conference forms any legal organisation it shall secure the approval of the Union Conference.

13.
FINANCE
13.1
Tithes and Offerings
The funds of the Conference shall consist of such tithe as it shall receive from within its territory, and such gifts, legacies, bequests, devises, direct tithe and other donations as may be made to it.

13.2
Policies
The portion of the tithe which is reserved for this conference as specified by policy, and all other funds shall be used in harmony with the financial policies of the Union Conference and the General Conference; and in the case of donations, their use shall be in harmony with the specifications of the donors and in compliance with government regulations. Tithe is shared with the union on fixed percentages as set by the union executive committee, and with the General Conference on fixed percentages as set by the Annual Council of the General Conference Executive Committee.

13.3
Bank Accounts
The funds of the Conference shall be safeguarded in harmony with the financial policies of the Union Conference. Monies shall be deposited in the name of the KwaZulu Natal-Free State Conference of  Seventh-day Adventists in regular or special accounts, in such banks or savings institutions as the executive committee shall designate, and shall be withdrawn only by persons authorised by resolution of the executive committee.

13.4
Financial Statements
The Conference shall prepare annually appropriate statements of financial activity and financial position and shall be responsible for the submission of any financial information directly to the Union Conference and the General Conference and, to the extent required by law, to any branch of local or national government.

14.
BUDGET, SALARY REVIEW AND AUDIT
14.1
Budget
The Conference shall prepare an annual budget in harmony with the policies of the Union Conference and of the General Conference.

14.2
Salary and Expense Review
The executive committee shall appoint from its members an employee remuneration committee of five (5) to seven (7) members of whom no fewer than two (2) shall be non-employees, with the Union Conference treasurer or his designate serving as chairperson to review annually the salaries and expenses of all employees of the Conference and subsidiary organisations, and set salary rates for the subsequent year.

14.3
Independent Audit
All accounting records of the Conference shall be audited at least annually by an auditor designated by the General Conference Auditing Service; and the financial records of the Conference or any of its subsidiaries, agencies, or institutions shall at all times be open to said auditor.

15
ACQUISITION OF IMMOVABLE PROPERTY, GIFTS, LEGACIES AND BEQUESTS
15.1
Trustee
Any immovable property bequeathed to, or acquired by, or on behalf of the Conference shall be held in trust for the Conference by SEDCOM (Incorporated Association Not for Gain) (hereinafter referred to as SEDCOM) to whom it shall be transferred in due form of law in its capacity as trustee for the Conference.

15.2
Acceptance of Assets
Gifts, legacies and bequests accruing to any one of the following organisations, namely: The Seventh-day Adventist Church, (Oranje-Natal Conference), and (Natal Field), which have been dissolved in favour of the formation of a new conference, namely: The KwaZulu Natal-Free State Conference shall be rightly and sufficiently received if accepted by one of the officers of the Conference and in so far as any such gifts, legacies and bequests may consist of immovable property, such immovable property shall be transferred to Sedcom, the title holding company for the Conference against their acknowledgement of receipt.

15.3
Powers of Administration
In its capacity as trustee of the Conference, SEDCOM, its council and trustees, shall have the power to receive and collect any and all rental, income or interest which may accrue and/or be receivable and to that end shall have power for the purpose of the administration of the trust to buy, sell, let, deal with and/or hire  immovable and movable property and to give and take transfer of the same; to pay all rates, taxes, insurance premiums and any other charges on and pertaining to such immovable and movable property; to buy and sell all and any shares or other assets and securities; to pass and register and to cancel, cede and make over mortgage bonds; and to institute and defend legal proceedings in any competent court and to sign all documents which they may deem desirable or required to give effect to the powers vested in such trustees and for such purposes to appoint such attorneys and agents as they in their sole discretion may decide and to recover from the Conference all expenses and disbursements and also any administrative expenses which they may incur pursuant thereto.

15.4
Disposal of Assets
Property held by SEDCOM on behalf of the Conference shall be alienated by SEDCOM as and when authorised by a resolution of the executive committee of the Conference, provided that such authorisation is in accordance with this constitution, and also the constitution of SEDCOM.  SEDCOM shall have the power to act independently without directives from the Conference to prevent the sale and/or transfer of movable and immovable property, but only to protect the interests of the Conference, until the wishes of the constituency have been established by a simple majority vote.

16.
AMENDMENT, REVISION AND REPEAL
The constitution of the Conference may be amended, revised, or repealed at any duly called constituency meeting by a two-thirds (b) majority vote of the delegates present and voting at any such constituency meeting of the Conference, provided that if it is proposed to amend the constitution at any specially called constituency meeting, notice of such proposed amendments shall be given specifically in conjunction with the publication of notice for such special constituency meeting.

17.
INDEMNIFICATION
To the extent permitted by law, this conference shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, because he/she is or was a member of the conference executive committee or an officer, employee, or agent of the conference against expenses (including legal fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of the conference, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. Except he shall have no right to reimbursement for matters in which he has been adjudged liable to the Conference for gross negligence or criminal misconduct in the performance of his duties.

This right of indemnification shall be in addition to, and not exclusive of, all other rights to which such members of the executive committee, officers, or department directors may be entitled.

This right of indemnification may be expanded or contracted as allowed under law and as adopted by the constituents.

18.
DISSOLUTION
18.1
Procedure
The dissolution of the Conference may be effected by a two-thirds (b) majority vote of the delegates present and voting at  any regular or special constituency meeting of the Conference, provided that notice of a proposal to dissolve the Conference shall be given in the call for the constituency meeting to convene.

18.2
Immovable Property
Should a decision to dissolve the Conference be made, such a decision shall also determine that the future owners of the property shall be the Southern Africa Union Conference of Seventh-day Adventists, although SEDCOM (Incorporated Association not for Gain) shall continue to be the Trustees and the Title Holding Company.
Any decision to sell or to register a bond on the property shall be taken by the executive committee of the Southern Africa Union Conference.

18.3
Distribution of Assets
After all claims against the Conference have been satisfied any remaining assets shall be transferred to the Southern Africa Union Conference of Seventh-day Adventists.