Constitution of Friends of Sibudu
- 1. NAME AND REGISTRATION
1.1 There is hereby constituted a body to be known as the FRIENDS OF SIBUDU ASSOCIATION, which shall be a corporate body capable of suing and being sued in its own name and which shall be registered under the relevant legislation as a Public Benefit Organisation (PBO).
1.2 Its shortened name will be FRIENDS OF SIBUDU (Hereinafter referred to as the organisation).
- 2. BODY CORPORATE
The organisation shall:
. Exist in its own right, 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.
- 3. AIMS AND OBJECTS
The organisation’s main objectives are to help preserve and promote this unique archaeological site and its surrounds, situated at GPS 29° 31′ 21.5″ S, 31° 5′ 9.2″ E, near the Tongaat River in the Province of Kwa-Zulu Natal, by:
3.1 helping to raise public awareness of the scientific importance, to Kwa-Zulu Natal, to the Republic of South Africa and to the world at large, of the site and its surrounds and its artefacts
3.2 monitoring the situation and taking all possible steps to enlighten, encourage and support all those whose responsibility it is to preserve the site and its surrounds from harm and degradation;
3.3 Supporting the Sibudu Trust in carrying out its aims of the management of the site and its surrounds with due regard to national and world heritage laws, rules and practices
3.4 helping to preserve the Sibudu archaeological site as well as the environment of the surroundings of Sibudu – and promoting ecological awareness, as it is a site of special natural beauty;
3.5 encouraging and assisting with educational projects that are related to the site and its surrounds, both for adults and young people
3.6 promoting responsible, ethical tourism concerning this heritage site and its surrounds.
- 4. POWERS OF THE ORGANISATION
4.1 The Executive Committee shall carry out the powers on behalf of the organisation and they shall manage the affairs of the organisation in accordance with the resolutions of the members as shall be taken from time to time at General Meetings of the organisation.
4.2 The Executive Committee is responsible for making decisions, and acting on such decisions, which it believes it needs to make in order to achieve the objectives of the organisation 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
4.3 The Executive Committee shall have the general powers and authority to:-
4.3.1 raise funds or to invite and receive contributions.
4.3.2 buy, hire or exchange for any property that it needs to achieve its objectives.
4.3.3 make by-laws for proper governance and management of the organisation.
4.3.4 form sub-committees as and when it is necessary for proper functioning of the organisation
4.4 If the Executive Committee thinks it is necessary, then it can decide to set up one or more sub-committees.
4.5 The Board may delegate any of its powers or functions to a sub-committee provided that:-
4.5.1 such delegation and conditions are reflected in the minutes for a meeting
4.5.2 at least one Office Bearer serves in the sub-committee.
4.5.3 there are three or more people on a sub-committee.
4.5.4 the sub-committee must regularly report back to the Board on its activities.
4.5.5 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.
5. GOVERNING STRUCTURE AND MECHANISM OF GOVERNANCE
5.1 The Office Bearers will oversee the organisation. The Office Bearers will be made up of members. They are the Board of governance of the organisation.
5.2 Term of office: Office bearers will serve for a period of years which has been agreed to by the general membership at an AGM, and which shall not exceed three years. They can, however, stand for re-election for another term in office again and again after that, for so long as their services are needed and they are ready to give their services.
5.3 Vacancies: The Office Bearers must, as soon as reasonably possible, appoint someone to fill any vacancy that reduces the number of Office Bearers.
5.4 Resignation: An Office Bearer may resign from office in writing.
5.5 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 appoint a new member to take that person’s place.
5.6 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. MEMBERSHIP OF THE ORGANISATION
(1) Members may be individual or organisational members.
(2) The Membership is open to any who are interested in the aims and objects of the FRIENDS OF SIBUDU and wish to support the association.
(3) Applications for membership are to be made on the prescribed form either in writing or by email
(4) Membership fees shall to be determined from time to time at the Annual General Meeting.
- 7. ANNUAL AND OTHER MEETINGS
7.4.1. There shall be an Annual General meeting of the FRIENDS OF SUBUDU by not later than September in each year and such other General Meetings as the Executive Committee may from time to time consider necessary or expedient to enable members to decide on the policies of the organisation.
7.4.2. General Meetings shall be summoned by letter, e-mail, telegraph or telephone addressed to each member to his registered address by the Secretary at such time and place as the Chairperson considers necessary.
7.4.3. A General meeting may also be called at the written request of not less than six members.The following business will be dealt with at the Annual General Meeting:
184.108.40.206 the previous meeting’s minutes with matters arising will be tabled and confirmed
220.127.116.11 the Chairperson’s Report and the Treasurer’s Report are presented and adopted; and the audited annual accounts and balance sheet and a budget of expenditure for the year is approved: Provided that in the event of the budget not being timeously approved the Executive Committee may spend not more than half of the approved expenditure on each head of expenditure approved the previous year.
18.104.22.168 any changes to the constitution.
22.214.171.124 Election of new office bearers
- 8. SPECIAL GENERAL MEETINGS
8.1 A Special General Meeting (SGM) or any other special meeting is held outside of the normal or regular meetings.
8.2 Special or extraordinary meetings can take the shape of an Annual General Meeting (AGM) or any ordinary meeting of members
8.3 The Executive Committee or not less than one-third of the members may call a Special General Meeting of the organisation. 8.4 Special meetings may be called when the Board needs the mandate or guidance of the general members of the organisation to take up issues that require urgent attention and cannot wait until the next regular AGM or ordinary meeting.
- 9. ORDINARY MEETINGS
9.1 Ordinary members meetings are conducted to complete a standard order of business of the organisation. These are held once a quarter and are attended by the Executive Committee.
9.2 The meetings of the Executive Committee will be held at least once a quarter or when a need arises from time to time to conduct the business of the Executive Committee.
- 10. NOTICES OF MEETINGS
10.1 The Chairperson of the Executive Committee shall convene meetings. The Secretary must let all Executive Committee members know the date of the proposed meeting within a reasonable time, but not less than seven (7) days, before it is due to take place.
10.2 However, when convening an AGM, or a Special General Meeting, all members of the organisation must be informed of the meeting no less than fourteen (14) days before such a meeting.
10.3 Notices for all meetings provided for in this constitution must be given to relevant members in writing, either personally, by post or electronic communication or whichever manner it is convenient, to the address or other similar particulars provided by the members.
10.4 The notices for all meetings must indicate the reasons for the meeting and the matters that will be discussed in the meeting.
10.5 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.
10.6 All members present in person at any meeting shall be deemed to have received notice of such meeting.
- 11. EXECUTIVE COMMITTEE
11.1 The Executive Committee shall carry out the day to day running of the FRIENDS OF SUBUDU
11.2 The Executive Committee shall be elected at the Annual General Meeting and shall consist of: a Chairperson; a Secretary; a Treasurer; and not less than two nor more than six other persons.
11.3.1 The Executive Committee shall have the power to co-opt persons with such knowledge and/or expertise as they think fit to the Executive Committee and to appoint such sub-committees as they think necessary, consisting of such persons as they shall nominate and conferring upon them such powers and authority as they may deem necessary or expedient
11.3.2 The Executive Committee shall have full power to open and operate banking accounts, Building Society accounts, draw cheques, bills of exchange and other negotiable instruments to borrow, lend or invest money either on security or without, to buy sell and mortgage property of any kind, whether moveable or immoveable, and to enter into any contracts whatsoever, subject, however, to such restrictions or conditions as may be laid down in a General Meeting either generally or in respect of a specific transaction.
11.3.3 The Chair, the Treasurer and one other nominated Committee member are authorised to sign cheques, with the signature of the Chair and one other being necessary.
11.3.4 The Executive Committee may meet as often as is necessary and shall be convened by the Secretary on the advice of the Chairperson.
12 QUORUM AND VALIDITY
12.1 A quorum for a General Meeting shall be not less than one quarter of the enrolled membership or twenty members (whichever is the smaller) and a quorum for an committee meeting shall be not less than one half of the members of the committee:
Provided that in the absence of a quorum a General Meeting shall stand adjourned to the same time and venue one month later, an Executive Meeting to not less than one week later, and those members present on that occasion shall constitute a quorum.
12.2 Voting may be by proxy in writing and signed by the member authorising such vote.
12.3 A mere failure through inadvertence to notify a member of any meeting shall not affect the validity of any resolution taken at such meeting.
12.4 The rules relating to debate shall apply to all meetings and no motion may be moved again which has been rejected at a previous similar meeting within six months.
13 PROCEDURES AT MEETINGS
13.1 The Board may regulate its meetings and proceedings as it deems fit, subject to the following:
13.1.1 That the Chairperson shall chair all meetings of the organisation, including that of the Board.
13.1.2 That, if the Chairperson is not present, the Vice-Chairperson shall chair such meeting.
13.1.3 In the event both are absent, the Board members present at the meeting shall elect a chairperson for that meeting.
13.2 Making decisions in meetings
13.2.1 Where possible, the decisions of the organisations shall be taken by consensus. However, when there is no consensus, then members will discuss options for a while and then call for a vote. All votes shall be counted and the majority votes on an issues shall be regarded as the decision of the meeting. However, if opposing votes are equal on an issue, then the chairperson in that meeting has either a second or a deciding vote.
13.2.2. All members must abide by the majority decision
13.2.3. Decisions concerning changes to this constitution, or of dissolution and closing down of the organisation, shall only be dealt with in terms of clauses 9 and 10 of this constitution.
14 RECORDS OF MEETINGS
14.1 Proper minutes and attendance records must be kept for all meetings of the organisation.
14.2 The minutes shall be confirmed as a true record of proceedings by the next meeting of the Board, or of general members as the case may be, and shall thereafter be signed by the chairperson.
14.3 Minutes shall thereafter be kept safely and always be on hand for members to consult.
It shall be the duties of the Chairperson:
15.1 To convene meetings
15.2 To set the Agenda
15.3 To check the Minutes before they are sent out
15.4 To chair meetings
15.5 To be a signatory required on cheques for payments
It shall be the duty of the Secretary:
16.1 To carry on the correspondence of the FRIENDS OF SUBUDU;
16.2 To keep minutes of General Meetings, of meetings of the Executive Committee and of meetings of such sub-committees as he/she may be required.
16.3 To summon General Meetings, Meetings of the Executive Committee and of meetings of such sub-committees as he/she may be required.
16.4 To maintain a roll of members and of members’ addresses.
The Treasurer shall:
17.1 keep proper books of account of all transactions carried out by the FRIENDS OF SUBUDU, preserving invoices and receipts for all transactions and provide an audited Balance Sheet and Statement of Accounts to the Annual General Meeting or any other General Meeting and a Statement of Accounts to the Executive Committee or, if required, a sub-committee;
17.2 prepare an annual budget for submission to the Annual General Meeting; give such explanations in regard to the finances and accounts as may be required of him/her from time to time.
17.3 allow any member of the FRIENDS OF SUBUDU to inspect the books of account and supporting documents on request at any reasonable time.
18. INCOME AND PROPERTY
18.1 The organisation will keep a record of any property it acquires.
18.2 The organisation may not give or donate any money or property to any of its members
18.3 No member shall receive any remuneration whatsoever but shall be reimbursed for reasonable expenses
necessarily incurred on behalf of the FRIENDS OF SIBUDU, and for which authorisation has been granted.
18.4 The Board or members of the organisation may only exercise property rights as set out in this Constitution.
- 19. AMENDMENTS TO THIS CONSTITUTION
No amendment may be made to this Constitution without a two thirds majority of the members present in person and voting at a General Meeting called specially for that purpose.
- 20. DISSOLUTION/CLOSING DOWN
The organisation may be dissolved or close down if at least two thirds of the members present and voting at a meeting convened for the purpose of considering such matter, are in favour of closing down, and in the event of the FRIENDS OF SUBUDU being wound up or discontinued any assets remaining shall be transferred to another Public Benefit Organisation having the same or as much as possible similar aims.
This constitution was approved and accepted by members attending inaugural meeting on April 17 2015