Constitution

2. BODY CORPRATE

The organization shall:

• Exist, separately from its members.
• Continue to exist even when its membership changes and there are different office bearers.
• Be able to own property and other possessions
• Be able to sue and be sued in its own name

2.1 The Organization’s activities will be

• non-profit in nature and non-political in nature.

3. OBJECTIVES

3.1 The organization’s objectives shall be:

• To provide education, upliftment and capacity building programmes and activities in the communities and areas where the organization operates.
• To facilitate community development projects which include, but are not limited to, education support, youth development, community health outreach, and poverty alleviation interventions.
• To mobilize resources through fundraising, partnerships and donor relations to support the implementation of the organization’s programmes and projects.
• To promote gender equality, social inclusion and economic empowerment for vulnerable and marginalized groups.

3.2 The organization will carry out these objects for the public benefit and not for the profit of any individual.

3.3 No distribution of surpluses will be made to members or office bearers except as reasonable compensation for services rendered.

4. GOVERNANCE STRUCTURE AND MECHANISM OF GOVERNANCE

4.1 The office bearers will oversee the organization. The office bearers will be made up of 3 members. They are the board of governance of the organization.

4.2 Term of Office: office bearers will serve for a period of one year which has been agreed to by the general membership at AMG, and which shall not exceed three years. They can, however, stand for re-election for another term in office repeatedly after that, for so long as their services are needed and they are ready to give their services.

4.3 Vacancies: The office bearers must, as soon as reasonable, appoint someone to fill any vacancy that reduces the number of office bearers.

4.4 Resignation: An office bearer may resign from office in writing.

4.5 Disqualification or removal: If an Office Bearer does not attend three meetings in a row, without having applied for and obtaining leave of absence from the board, then the Board will find a new member to take that person’s place.

5. POWER OF THE ORGANIZATION

5.1 VESTING OF POWERS The powers of the Foundation shall be exercised by Directors:

I. Senior Director
II. Treasurer
III. Secretary

5.2 The board shall carry out the power on behalf of the organization and they shall manage the affairs of the organization in accordance with the resolutions of the members as shall be taken from time to time at General Meetings of the Organization.

5.3 The board is responsible for making decisions, and acting on such decisions, which it believes needs to be made to achieve the objectives of the organization as stated in point Number 2 of this constitution. However, such decisions and their activities may not be against the resolutions of the members or be against the law of the Republic of South Africa.

5.4 The board shall have the general powers and authority to:
5.4.1 Raise funds or invite and receive contribution.
5.4.2 Buy, hire or exchange for any property that it needs to achieve its objectives.
5.4.3 Make by-laws for proper governance and management of the organization.
5.4.4 Form sub-committees as and when it is necessary for proper functioning of the organization.

5.5 If the Board thinks it is necessary, then it can decide to set up sub-committees. It may decide to do this to get some work done quickly, or it may want a sub-committee to do an inquiry, for example.

5.6 The Board may delegate any of its powers or functions to a sub-committee provided that:
5.6.1 Such delegation and conditions are reflected in the minutes for a meeting.
5.6.2 At least one Office Bearer serves in the sub-committee.
5.6.3 There are three or more people on the sub-committee.
5.6.4 The sub-committee must regularly report back to the board on these activities.

5.7 The Board must in advance approve all expenditure incurred by the sub-committee and may revoke the delegation or amend the conditions of the delegation.

6. MEETINGS

6.1 Annual General Meeting

6.1.1 Stakeholders of the organization must attend its Annual General Meetings.

6.1.2 The purpose of an Annual General Meeting (AGM) is to:

• Report back to stakeholders from the Office Bearers on the achievements and work of over the year
• Make any changes to the constitution
• Enable members to decide on the policies of the organization.

6.1.3 The Annual General Meeting must be held once every year, towards the end of the organization’s financial year.

6.1.4 The organization should deal with the following business, amongst others, at its Annual General Meeting:

• Agree to the items to be discussed on the agenda
• Write down who is there and who has sent apologies because they cannot attend
• Read and confirm the previous meeting’s minutes with matters arising
• Chairperson’s report
• Treasurer’s report
• Changes to the constitution that members may want to make
• Elect new Office Bearers
• General
• Close meeting

7. SPECIAL GENERAL MEETINGS

7.1.1 The Special General Meetings (SGM) or any other special meeting is held outside of normal or regular meetings.

7.1.2 Special or extraordinary meetings can take the shape of an Annual General Meeting (AGM) or any ordinary meetings of members.

7.1.3 The Board or not less than one-third of the members may call a Special General Meeting of the organization.

7.1.4 Special Meetings may be called when the Board needs the mandate or guidance of the general members of the organization to take up issues that require urgent attention and cannot wait until the next regular AGM or ordinary meeting.

8. ORDINARY MEETINGS

8.1.1 Ordinary meetings are conducted to complete the standard order of business of the organization. These are held once a quarter and are attended by the Board.

8.1.2 The meetings of the board will be held at least once a quarter or when a need arises from time to time to conduct the business of the board.

9. NOTICE OF MEETINGS

9.1.1 The Chairman of the board shall convene meetings. The secretary must tell all board members about the date of the proposed meeting within a reasonable time, but not less than seven (7) days before it is due to take place.

9.1.2 However, when convening an AGM, or a Special General Meeting, all members of the organization must be informed of the meeting no less than fourteen (14) days before such a meeting.

9.1.3 Notices provided for in this constitution must be given to all relevant members in writing, either personally or by post or electronic communication or whichever manner is convenient, to the address or other similar particulars provided by the members.

9.1.4 The notices for all meetings must indicate the reason for the meeting and the matters that will be discussed in the meeting.

9.1.5 For confirmation of delivery, all notices sent to members at the latest known contact details shall be deemed to have been duly served on members, unless it can be proven otherwise.

9.1.6 All members present in person at any meeting shall be deemed to have received notice of such meeting.

10. QUORUMS

10.1.1 Quorums for all meetings of the organization shall be a simple majority (50% + 1) of relevant members who are expected to attend.

10.1.2 However, for the purpose of considering changes to this constitution, or the dissolution of the organization, then two-thirds of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken.

10.1.3 All meetings of the organization must reach a quorum before they can start.

10.1.4 If, however, a quorum is not present within fifteen minutes of the appointed time of the meeting, the meeting must be adjourned or postponed to another date, within fourteen days thereafter.

10.1.5 If no quorum is present at the reconvened meeting within fifteen minutes of the appointed time, members present shall be regarded to make a quorum for that meeting, and the meeting will continue as if the quorum is present.

11. PROCEDURE AT MEETINGS

11.1.1 The Board may regulate its meetings and proceedings as it deems fit, subject to the following:

• That the Chairperson shall chair all the meetings of the organization including that of the Board.
• If the Chairperson is not present, the Vice-Chairperson shall chair such meeting. In the event both are absent, the Board members present at the meeting shall elect a chairperson for that meeting.

12. MAKING DECISIONS IN MEETING

12.1.1 Where possible, the decision of the organization shall be taken by consensus. However, when there is no consensus, members will discuss options for a while and then call for a vote.

12.1.2 All votes shall be counted and the majority votes on an issue shall be regarded as the decision of the meeting.

12.1.3 However, if opposing votes are equal on an issue, then the chairperson in that meeting has either a second or a deciding vote.

12.1.4 All members must abide by the majority decision.

12.1.5 Decisions concerning changes to this constitution, or of dissolution and closing of the organization, shall only be dealt with in terms of clauses 9 and 10 of the constitution.

13. RECORD OF MEETINGS

13.1.1 Proper minutes and attendance records must be kept for all meetings of the organization.

13.1.2 The minutes shall be confirmed as a true record of proceedings by the next meetings of the board, or of general members as the case may be and shall thereafter be signed by the chairperson.

13.1.3 Minutes shall thereafter be kept safely and always be on hand for members to consult.

14. INCOME AND PROPERTY

14.1 The organization will keep a record of everything it owns.

14.2 The organization may not give any of its money or property to its members or the board. The only time it can do this is when it pays for work that an Office Bearer or members has done for the organization. The payment must be a reasonable amount for the work that has been done.

14.3 The board or a member of the organization can only get money back from the organization for expenses that he/she has paid for or on behalf of the organization and for which authorization has been granted.

14.4 The board or members of the organization do not have rights over things that belong to the organization.

15. FINANCE AND REPORTS

15.1 Bank Accounts: The board must open a bank account in the name of the organization with a registered bank.

15.2 Signing: Cheque and other documents requiring signature on behalf of the organization shall be signed by at least two people authorized by the board. Whenever funds are taken out of the bank account, the chairperson and at least two other members of the organization must sign withdrawal or cheque.

15.3 Financial Year-end: The financial year end of the organization shall be on the 31 JULY of each year.

15.4 Financial Report: The board must ensure that proper records and books of accounts which reflect the affairs of the organization are kept, and within six (6) months of the financial year a report is compiled by an independent registered accounting officer stating whether the financial statement of the organization are consistent with its accounting policies and practices of the organization.

15.5 The treasurer is responsible for making sure that the money of the organization is safe and accounted for.

15.6 The treasurer must also make regular reports to the board on the finances of the organization, which should include all income, expenditures and balances that remain according to accounting practices of the organization.

15.7 If the organization has funds that can be invested, the funds may only be invested with registered financial institutions. These institutions are listed in section 1 of the financial institution (Investment of funds) Act 1984, or as shall be amended, to the organization can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act 1985 (as Amended). The organization can go to different banks to seek advice on the best way to look after its funds.

16. AMENDMENTS TO THE CONSTITUTION

16.1 The constitution can only be changed by a resolution. The resolution must be agreed upon and passed by not less than two-thirds (2/3) or at least 67% of the members who are at the Annual General Meeting or Special General Meeting. Members must vote at these meetings to change the constitution.

16.2 For the purpose of considering changes to this constitution, two-thirds of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken. Any Annual General Meeting may vote upon such a motion if the details of the changes are set out in notice referred to in clause 6 of this constitution.

16.3 As provided for in clause 6, written Notice must go out not less than the fourteen (14) days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes to the constitution that will be discussed at the meeting.

16.4 No amendments may be made which would cause the organization to close down or stop functioning or die away.

17. DISSOLUTION OR CLOSING DOWN

17.1 The organization may dissolve or close if at least two-thirds of the members present and vote at a meeting convened for the purpose of considering such matter, are in favor of closing.

17.2 When the organization closes, it must pay off all its debts. After doing this, if there is property or money left over, it should not be paid or given to members of the organization. It should be given in some way to another non-profit organization that has similar objectives. The organization’s general meeting can decide what organization this should be.