LEGAL
THE
CONSTITUTION TO WHICH WE ABIDE
- Name
- Objectives
- Legal Status
- Income and Property of the Association
- Powers
- Membership
- The Management Committee
- Election of the Management Committee
- Disqualification & removal
of Management Committee Members
- Procedures at Meetings of the
Management Committee
- Delegation of Powers
- General Meetings of the Association
- Procedures at General Meetings
- Notices
- Finances and Reports
- Amendments and Dissolution
- Indemnity
1. Name
The
name of the Association is:
HOME
OF HOPE SAFEHOUSE
(hereafter referred to as the “Association”)
the
shortened name is: SAFEHOUSE
<back
to top>
2. Objectives
The
Association is a public, non-profit organisation established
for the following objectives:
2.1 Provide a safe place for homeless children
2.2 Care of homeless children
2.3 Providing foster care for children
<back
to top>
3. Legal
Status
The
Association is a body corporate with its own legal
identity which is separate from its individual members
and will continue to exist even if the members change.
The Association may own property, enter into contracts,
and sue or be sued in its own name.
<back
to top>
4. Income
and Property of the Association
4.1
Members or office-bearers have no rights in the property
or other assets of the association solely by virtue
of their being members or office-bearers.
4.2
The income and property of the Association shall:
4.2.1
Be used solely for the promotion of its stated objectives,
4.2.2
Not be paid or distributed directly or indirectly to
any person, or to any member of the Association or
office-bearers, except as reasonable compensation for
services actually rendered to the Association or reimbursement
of actual costs or expenses reasonably incurred on
behalf of the Association.
<back
to top>
5. Powers
The
Association shall have all the powers necessary for
it to carry out its stated objectives effectively.
Such powers shall include, but not be limited to:
5.1
To institute or defend any legal or arbitration proceedings
and to settle any claims made by or against the Association,
5.2
To invest funds of the Association with registered
financial institutions as listed in Section 1 of the
Financial Institutions (Investment of Funds) Act, 1984,
securities that are listed on a licensed stock exchange
as set out in the Stock Exchange Control Act, 1985,
5.3
To accept donations made to the Association and retain
them in the form in which they are received, or sell
them and re-invest the proceeds,
5.4
To purchase, acquire maintain, manage, develop, exchange,
lease, sell, or in any way deal with property and assets
of the Association,
5.5
To donate and transfer the property and assets of the
Association to organisations with the same or similar
objectives and the same exemptions from taxes and duties
to those of the Association,
5.6
To borrow and to use the property or assets of the
Association as security for borrowing,
5.7
To execute any act or deed in any deeds registry, mining
titles or other public office.
5.8
To exercise all the management and executive powers
that are normally vested in the Board of Directors
of a Company, and
5.9
To exercise all the powers and authority of the Association
not only in the Republic of South Africa but in any
other part of the world.
<back
to top>
6. Membership
6.1
The first members shall be those persons who signed
the attached Schedule A.
6.2
The Management Committee may admit natural persons
over eighteen [and legal persons] as members to the
Association.
6.3
The Management Committee may from time to time determine
conditions and criteria for membership and refuse applications
for members that do not comply with such conditions
and criteria.
6.4
Every member shall pay an annual subscription fee as
laid down by the Management Committee from time to
time.
6.5
Membership cannot be transferred.
6.6
The Management Committee must keep a register with
the names and addresses of all the members.
6.7
Membership terminates if:
6.7.1
The member dies [or the organization dissolves],
6.7.2
The member resigns, provided that no member can resign
if it will result in the Association having less than
three serving members,
6.7.3
The member is removed by a resolution of the Management
Committee provided that the member is given at least
fourteen days’ written notice of the Committee
meeting at which the resolution will be proposed and
is invited to make written or verbal representations
at the Committee meeting.
6.8
The decision of the Management Committee to admit an
applicant to membership or terminate a membership shall
lapse unless confirmed by a resolution of two thirds
of the members of the Association present at the next
General Meeting.
<back
to top>
7. The
Management Committee
7.1
The Committee shall manage and control the affairs
of the Association subject to the resolutions of members
in General Meeting.
7.2
The Management Committee shall consist of at least
five [5] members with the following portfolios: the
Chairperson, the Vice-Chairperson, the Treasurer, the
Secretary and the Vice-Secretary.
7.3
The Management Committee may co-opt up to twelve [12]
additional non-voting members, as it may consider appropriate.
The co-opted members shall serve for such period, as
the Management Committee considers appropriate.
7.4
Any vacancy on the Management Committee may be filled
through a resolution adopted by at least two-thirds
(2/3) of its members. If a vacancy reduces the number
of members to less than five [5], the Committee must
co-opt a members to fill the vacancy. Members at the
next General Meeting must confirm the office of any
person so co-opted or else it will lapse.
<back
to top>
8. Election
of the Management Committee
8.1
Only members of the Association are eligible for election
to the Management Committee.
8.2
The first Management Committee shall be elected by
the first members of the Association at the adoption
of this constitution.
8.3
At least one half of the members on the Management
Committee, starting with those who have been office
the longest since their last appointment, shall retire
at every Annual General Meeting.
8.4
The retirement of members serving for the same period
shall be decided by a majority of votes of the members
of the Association.
8.5
Resigning and retiring Management Committee members are
eligible for re-election or co-option.
<back
to top>
9. Disqualification & Removal
of Management Committee Members
The
Management Committee member shall be removed from office
if he or she:
9.1
resigns, or
9.2
ceases to be a member of the Association,
9.3
becomes incapable by reason of mental or physical illness,
or
9.4
is removed through a resolution adopted by at least
three-quarters (3/4) of the Management Committee, being
not less than five [5].
<back
to top>
10. Procedures
at Meetings of the Management Committee
The
Management Committee may regulate its meetings and
proceedings as it finds convenient, subject to the
following:
10.1
The Chairperson shall chair all meetings of the Management
Committee.
10.2
If the Chairperson is not present within fifteen [15]
minutes of the appointed time of the meeting, the Vice-Chairperson
shall chair such meeting. In both their absence, the
Committee members present at the meeting shall elect
a chairperson for that meeting.
10.3
The Chairperson shall convene a meeting of the Management
Committee at least quarterly and at the written request
of any two (2) members of the Management Committee.
10.4
The quorum for a meeting of the Management Committee
shall be two-thirds (2/3) of the serving Management
Committee members.
10.5
If no quorum is present, the Management Committee may
make no decision, except to preserve the assets of
the Association and to call a meeting of the general
members.
10.6
Each Committee member present or represented through
written proxy shall have one (1) vote.
10.7
Questions arising shall be decided by a majority of
votes. Should there be an equality of votes the Chairperson
shall have a casting or second vote.
10.8
Proper minutes and attendance records shall be kept
of all meetings of the Management Committee. The chairperson
for the meeting shall sign the minutes which shall
be available at all times for inspection or copying
by any member of the Association on two (2) days’ notice
to the Secretary or the Vice-Secretary.
10.9
A resolution signed by all members of the Management
Committee shall be as valid and effectual as if passed
at a duly convened meeting of the Management Committee.
10.10
The Management Committee may appoint a Chief Executive
Officer and other officers and employees as it may
consider necessary upon such terms and conditions as
it may consider appropriate.
<back
to top>
11. Delegation
of Powers
The
Management Committee may delegate any of its powers
or functions to a committee or member(s) of the Association
subject to predetermined conditions, provided that:
11.1
such delegation and conditions are reflected in the
minutes for that meeting,
11.2
a committee must include at least one committee member,
11.3
no expenditure may be incurred on behalf of the Association
except in accordance with the budget approved by the
Management Committee, and
11.4
the Management Committee may revoke the delegation
or amend the conditions.
<back
to top>
12. General
Meetings of the Association
12.1
Annual General Meetings:
12.1.1
The Management Committee must every calendar year convene
an Annual General Meeting (AGM).
12.1.2
The first AGM must be held within fifteen (15) months
of the adoption of this Constitution.
12.1.3
All other AGMs must be held within three (3) months
of the end of the financial year.
12.2
At least twenty-one (21) days’ written notice
must be given to all members entitled to attend the
meeting and must state the date, time and place of
the AGM and the business to be transacted at the meeting.
12.3
The business of each AGM must include:
12.3.1
the Chairperson’s report on the activities of
the Association,
12.3.2
the consideration of the Annual Financial Statements,
12.3.3
the election of Committee members for the following
year;
12.3.4
the appointment of Auditors [or accounting officers];
12.3.5
other appropriate matters.
12.4
Other General Meetings:
12.4.1
The Management Committee may at any time convene other
General Meetings of Association and upon the request
of one quarter of the members of the Association.
12.4.2
At least fourteen (14) days’ written notice must
be given to all members entitled to attend the meeting
and must state the date, time and place of the General
Meeting and the business to be transacted at the meeting.
If the Committee fails to give notice within seven
(7) days of the request of one-quarter of the members,
such members shall be entitled themselves to give notice
of and to convene the meeting.
12.5
Powers of General Meeting
12.5.1
A properly convened and quorate General Meeting of
the Association is competent to carry out all the objectives
and to exercise all the powers of the Association as
set out in this Constitution.
12.5.2
The members in General Meeting may review, approve
or amend any decision taken by the Management Committee
but no such resolution of the Association shall invalidate
any prior action taken by the Management Committee
in accordance with the provisions of this Constitution.
<back
to top>
13. Procedures
at General Meetings
13.1
The Chairperson shall chair all General Meetings.
13.2
If the Chairperson is not present within fifteen [15]
minutes of the appointed time of the meeting, the Vice-Chairperson
shall chair such meeting. In both their absence, the
members present at the General Meeting shall elect
a chairperson for that meeting.
13.3
The quorum for General Meetings of the Association
shall be one quarter of the members of the Association.
If no quorum is present, the General Meeting may make
no decision.
13.4
If a quorum is not present within fifteen [15] minutes
of the appointed time of the meeting, the meeting must
be adjourned to another date, within fourteen [14]
days thereafter. Notice, as provided for under the
constitution, must be given to all members of the Association
of such adjournment.
13.5
If no quorum is present at the reconvened meeting within
fifteen [15] minutes of the appointed time, the members
present, or represented by proxy, shall constitute
a quorum for that meeting.
13.6
A resolution put to the vote shall be decided by means
of a show of hands or by ballot. A vote by ballot shall
be held only if demanded by not less than one third
(1/3) of the members present, or represented by proxy.
13.7
Each member present or represented by proxy shall be
entitled to one (1) vote.
13.8
Except where this constitution requires a higher threshold,
questions arising shall be decided by a majority of
votes. Should there be an equality of votes the Chairperson
shall have a casting or second vote.
13.9
Proper minutes and attendance records must be kept
of all General Meetings. The chairperson must sign
the minutes which shall be available at all times for
inspection or copying by any member of the Association
on two (2) days’ notice to the Secretary or the
Vice-Secretary.
<back
to top>
14. Notices
14.1
All notices terms of this constitution must be given
to members in writing either personally, through prepaid
post or electronic communication to the address provided
by the members.
14.2
The accidental omission to address notice/s to any
member shall not invalidate the proceedings of any
meeting.
14.3
A member present in person at any meeting shall be
deemed to have received notice of such meeting.
14.4
If posted, notices shall be deemed to have been received
seven (7) days after posting.
<back
to top>
15. Finance
and Reports
15.1
The Management Committee must open a bank account in
the name of the Association with a registered Bank.
15.2
Cheques and other documents requiring signature on
behalf of the Association shall be signed by at least
two (2) persons authorised by the Management Committee
members.
15.3
The financial year end of the Association shall be
the end of February each year.
15.4
The Management Committee must ensure that:
15.4.1
Proper records and books of account which fairly reflect
the affairs of the Association are kept,
15.4.2
An annual narrative report of the Association’s
activities and an Annual Financial Statement conforming
with generally accepted accounting principles are prepared
for each financial year.
15.4.3
Within six months of its financial year a report is
compiled by an accounting officer [or auditor] stating
whether or not the financial statements of the Association
are consistent with its accounting records, the accounting
policies are appropriate and have been appropriately
applied with in preparing the financial statements
and the Association has complied with the financial
provisions of this constitution.
15.5
A copy of the Annual Financial Statements, annual narrative
report and certificate must be made available to all
members within six months after the financial year.
<back
to top>
16. Amendments
and Dissolution
16.1
The terms of this Constitution may be amended, the
name of the Association may be changed and the Association
may be dissolved by resolution of two-thirds (2/3)
of the members present at a General Meeting.
16.2
At least twenty-eight (28) days’ notice of the
Meeting that states the nature of the resolution to
be proposed, must be given to all the members of the
Association.
16.3
Upon the dissolution of the Association, after all
debts and commitments have been paid, any remaining
assets shall not be paid to or distributed amongst
members, but shall be transferred by donation to some
other non-profit organisation which the Management
Committee (and failing which any division of the High
Court) considers appropriate and which has objectives
the same or similar to the objectives of the Association.
<back
to top>
17. Indemnity
17.1
Subject to the provisions of any relevant law, members
of the Association or appointed delegates shall be
indemnified by the Association for all acts done by
them in good faith on its behalf.
17.2
Subject to the provisions of any relevant law, no member
of the Association or appointed delegates shall be liable
for the acts, receipts, neglects or defaults of any other
member or office bearer, or for any loss, damage or expense
suffered by the Association, which occurs in the execution
of the duties of his or her office, unless it arises
as a result of his or her dishonesty, or failure to exercise
the degree of care, diligence and skill required by law.
<back
to top>
|
Legal