1. Name and Type
1. Name.
2. Type.
2. Objectives
3. Structure
1. Executive Committee
(a) Powers
(b)
Election of Executive Members
(c) Removal of Executive Members
2.
Members
(a) Powers
(b) Admission requirements
(c)
Removal of Members
3. General Meetings
(a) Annual General
Meeting
(b) Other General Meetings
(c) Quorum
(d)
Voting on Resolutions
(e) Minutes
(f)
Powers
4. Legal Status
5. Financial
Matters
1. Funding
2. Financial
Records
3. Bank account
4. Use of Funds
5. Signatures
6.
Annual Report
7. Financial Year End
6:
Indemnity
7: Amendments to the constitution and
Dissolution
1. Amendments
2.
Dissolution
Schedule A.
General Administrative and Investment
Powers.
1. Name and Type
1. Name
Mamelani Projects, hereafter referred to
as the Association.
2.
Type.
Volunteer Association.
2.
Objectives
The Association is to be a public, non-profit
organisation that will facilitate projects aiding upliftment and development.
The Association seeks to be an entity through which funds for such projects can
be raised. Examples of such projects include offering language and arts
workshops in underprivileged communities, organising sponsorship for street
children to participate in sports tournaments, educational courses and training
workshops.
3: Structure
The
Associations managers are hereafter referred to as Executive Members. They make
up the Executive Committee.
Persons responsible for projects connected
with the Association are hereafter referred to as Members.
1. Executive Committee
(a). Powers
The
affairs of the Association shall be controlled and managed by the Executive
Committee. Subject to the terms of this constitution, the Executive Committee
may exercise all the powers of the Association.
The Association shall be
managed by an Executive Committee of no less then three (3) Members. Each
Executive Member shall have equal say in the running of the association. Any
changes made to the Association require the majority agreement of the Executive
Members. The Executive Members shall meet no less then once
annually.
(b). Election of Executive
Members
Election of Executive Committee members shall occur at the
General Meeting. Election requires a sixty-six percent (66%) approval of
existing Executive Members.
(c). Removal of
Executive Members
The office of an Executive Member shall be
vacated if the member:
1. resigns; or
2. becomes unfit and/or
incapable of acting as such; or
3. is removed by the Executive Committee, by
resolution adopted by at least sixty-six percent (66%) of Executive Members in
office. Removal of Executive Committee members shall occur at the General
Meeting.
Should an Executive Member's position fall vacant, the Executive
Committee may (and if the vacancy reduces the number of Executive Members to
less than three [3], shall) co-opt an Executive Member to fill the
vacancy.
2. Members.
(a).
Powers
Members do not have a say in the running of the Association
but may contribute advice on their relevant projects.
(b). Admission requirements
People directly
involved in organising and funding projects with the Association are considered
members.
(c). Removal of Members
The
Executive Committee has the authority to remove any Member at any time for
misuse of the Association and/or improper conduct.
3. General Meetings
(a). Annual General
Meeting
An Annual General Meeting of the Association shall be held
within a period of fifteen (15) months of the adoption of this Constitution.
Subsequent Annual General Meetings shall be held within three (3) months of the
end of each financial year.
Notice shall be given to all Executive
Members entitled to attend the meeting no less then twenty-one (21) days prior.
This notice shall state the date, time and place of the meeting and in broad
terms the business to be transacted at the meeting.
The business of an
Annual General Meeting shall include:
1. the presentation and adoption of
the Annual Report
2. the consideration of the Annual Financial
Statements
3. other matters as may be considered appropriate.
(b) Other General Meetings
Other General Meetings
of the Association shall be convened at any time at the request of an Executive
Member.
(c) Quorum
A quorum
constituting a General Meeting of the Association shall be no less then three
(3) Executive members.
Should any General Meeting have been properly
convened but no quorum be present, the meeting shall stand adjourned to another
date, which shall be within seven (7) days thereafter.
(d). Voting on Resolutions
At all General
Meetings, a resolution put to the vote shall be decided by means of a show of
hands. The result of the vote shall be the resolution of the meeting. Each
member present or represented at such meeting shall be entitled to one (1)
vote.
(e). Minutes
Proper minutes
shall be kept of the proceedings of all General Meetings, and a record of the
persons present at each meeting. The minutes shall be signed by two (2)
Executive Members.
(f). Powers
A
duly convened General Meeting of the Association, at which a quorum is present,
is competent to carry out all the objectives and to exercise all the powers of
the Association as set out in this Constitution.
4:
Legal Status
The Association is a body corporate with its own
legal identity that is separate from its Executive Members. The Association
shall continue to exist even if the Executive Members change. The Association
may own property, enter into contracts, and sue or be sued in its own name.
5: Financial Matters
1. Funding
The service shall be provided entirely
for the benefit of each specific project. All outside funding will be used, in
an open and transparent way, in the interest of the objectives
outlined.
2. Financial Records
The
Executive Committee shall ensure that the Association keeps proper records and
books of account which fairly reflect the affairs of the association. All
financial transactions will be recorded.
3. Bank
account
The Executive Members shall open a bank account in the
name of the Association with a registered Bank or Building Society. The
Executive Members shall ensure that all monies received by the Association are
deposited in the abovementioned bank account as soon as possible after
receipt.
4. Use of Funds
The funds
from this account may not be used for any purpose other then the financing of
the Association. The funds shall be used solely for the promotion of its stated
objectives. The Executive Members shall have no rights to the property or other
assets of the Association solely by virtue of them being office-bearers. No
portion of the income or property of the Association shall be paid or
distributed directly or indirectly to any person (otherwise than in the ordinary
course of undertaking any public benefit activity) or to any Member of the
Association or Executive Committee, except as:
1. reasonable compensation
for services actually rendered to the Association
2. reimbursement of actual
costs or expenses reasonably incurred on behalf of the Association.
5. Signatures
All cheques, promissory notes and
other documents requiring signature on behalf of the Association shall be signed
by two (2) of the Executive Members.
6. Annual
Report
The Executive Committee shall ensure that the association
prepares an annual narrative report describing the Association's activities and
an Annual Financial Statement for each financial year. The Annual Financial
Statements shall conform with generally accepted accounting principles and shall
include a statement of income and expenditure and a balance sheet of assets and
liabilities. Within two (2) months after drawing up the Annual Financial
Statements, the Executive Committee shall ensure that:
a. the Association
arranges for an accounting officer to certify that the annual financial
statements are consistent with the financial records of the Association and that
its accounting policies are appropriate and have been appropriately applied in
the preparation of its financial statements.
b. A copy of the Annual
Financial Statements and Annual Narrative Report shall be made available to all
Executive Members and relevant parties as soon as possible after the close of
the financial year.
7. Financial Year
End
The Association's financial year end shall be July
1st.
6: Indemnity
Subject to the
provisions of any relevant statute, members of the Executive Committee and other
office bearers shall be indemnified by the Association for all acts done by them
in good faith on its behalf. It shall be the duty of the Association to pay all
costs and expenses which any such person incurs or becomes liable for as a
result of any contract entered into, or act done by him or her, in his or her
said capacity, in the discharge, in good faith, of his or her duties on behalf
of the Association. No member of the Executive Committee and or other office
bearer of the Association 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.
7: Amendments to the constitution and
Dissolution
1. Amendments
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 sixty six per cent
(66%) of the members present at a General Meeting: provided that proper notice
of the meeting is given not less than twenty-eight (28) days prior to the date
of the Meeting and such notice states the nature of the resolution to be
proposed.
2. Dissolution
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 Executive
Members, but shall be transferred by donation to some other non-profit
organisation which the Executive 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.
Schedule A.
General
Administrative and Investment Powers.
1. To employ staff and hire
professional and other services.
2. To institute or defend any legal or
arbitration proceedings and to settle any claims made by or against the
Association.
3. To open and operate accounts with registered banks and
building societies.
4. 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. With regard to movable and immovable property and tangible
and intangible assets of whatsoever nature:
1. to purchase or acquire
property and assets;
2. to maintain, manage, develop, exchange, lease, sell,
or in any way deal with the property and assets of the Association;
3. to
donate and transfer the property and assets of the Association to organisations
with the same or similar objectives.
6. To borrow and to use the property or
assets of the Association as security for borrowing.
7. To guarantee the
performance of contracts or obligations of any person on condition that any such
person is primarily engaged in activities which further the objectives of the
Association.
8. To work in collaboration with other organisations and to
amalgamate with any organisation with the same or similar objectives.
9. To
exercise all the management and executive powers that are normally vested in the
Board of Directors of a Company.
10. 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. |
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