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Constitution

CONSTITUTION OF THE SWELLENDAM HERITAGE ASSOCIATION

1. NAME. The name shall be “Swellendam Heritage Association” in English and “Swellendam Erfenisvereniging” in Afrikaans, hereafter abbreviated in this Constitution to SHA.

2. AIMS AND OBJECTIVES. Within the terms of Section 30 (1) of Act No. 58 of 1962 exclusively to promote in a non-profit manner, and with an *altruistic and *philanthropic intent, the conservation, public enjoyment and understanding of our cultural and natural heritage.
*(Note: Altruistic; Regard for others as a principle of action. Philanthropic; Loving one’s fellow men. Benevolent. Humane.)

2. 1 To improve the quality of life by encouraging the public to preserve our cultural and natural heritage.
2.2 To stimulate pride and personal interest in conservation by encouraging group projects and voluntary efforts to conserve and improve the environment.
2.3 To set the work of the SHA on a sound economic basis by raising funds and using such funds for conservation projects and the stimulation of others to conserve and preserve our cultural and natural heritage.
2.4 To co-operate with all relevant authorities and organisations in pursuit of the aims and objectives of the SHA
2.5 To concentrate the activities of the SHA, measured in cost or time or in any other manner, in their totality to the Republic of South Africa.

3. The SHA shall have an identity and existence distinct from its members or office-bearers, shall have a continued existence notwithstanding changes in the composition of its membership or office-bearers and shall be capable of suing or being sued in its own name.

4. The SHA shall not pay to its office-bearers or members any remuneration other than in respect of audited expenses outlaid by any such person in the course of activities authorized by, and performed for the benefit of, the SHA. Nor in lieu of remuneration may any of the SHA’s property be distributed to such persons, and no office-bearer or member shall have any right in the property or other assets of the Association solely by virtue of being an office-bearer or member thereof. Further, and save in respect of reasonable remuneration paid by the SHA for services rendered beyond those normally expected from its office-bearers or members, the SHA shall not promote the economic self-interest of any of its members or persons in a fiduciary relationship with the SHA.
4.1 No funds of the SHA are to be distributed to any person otherwise than solely for the purpose of carrying out the aims and objectives of the SHA.

5. The Association shall not accept any donation which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentations with regard to the tax deductibility thereof in terms of Section 18A of Act No 58 of 1962 as amended, or any corresponding provision in a statute which replaces such provision. Provided that a donor (other than a donor which is an approved public benefit organization or an institution, board or Body which is exempt from tax in terms of Section 10 (1) (c)) (i) of Act No 58 of 1962 and which has as its sole or principal object the carrying on of any public benefit activity) may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation..

6. EXECUTIVE COMMITTEE. The affairs of the Association shall be controlled by its
Executive Committee.

6.1 The Executive Committee is entrusted with the running of the SHA and may take on the power and authority that it believes it needs to be able to achieve within the law the aims and objectives set out in Clause 2 of this Constitution.
6.2 The Executive Committee shall consist of not more than eight (8) members of the SHA duly elected by the members at the Annual General Meeting. The Election shall be by secret ballot and the office-bearers shall not be personally liable for any loss suffered by any person or body as a result of any act or omission done in good faith by such office-bearers in the execution of their duties for and on behalf of the SHA. All such office-bearers shall accept fiduciary responsibility for the due performance of the SHA as a public benefit organization (PBO) and as a non-profit organization (NPO). In addition, office-bearers shall not be connected persons in relation to each other, and no single office-bearer shall be empowered directly or indirectly to make decisions on behalf of the SHA.
6.3 Nominations for the election to the Executive Committee shall be in writing, signed by the proposer and seconder, and accepted by the nominee in writing, and shall reach the Secretary not fewer than seven (7) days before the date of the Proposed Annual General Meeting. If sufficient nominations are not received, sitting members of the Committee shall, with their consent, be deemed to have been nominated.
6.4. It shall be incumbent on the Executive Committee promptly to elect from its members a Chairperson, who is preferably conversant in at least two of the country’s official languages, Vice-chairperson, Treasurer and Secretary. The office of Chairperson shall be held for a period not exceeding three (3) consecutive years and nothing herein contained shall prevent the retiring Chairperson from serving on the Executive Committee in the year immediately following his/her period as Chairperson. Notwithstanding the aforementioned, nothing herein contained shall prevent the retiring Chairman from being re-elected to this post after an interval of one (1) year. The Office of Secretary and Treasurer may be held by one person, if the need arises, but the final decision shall rest with the Executive Committee.
6.5 A quorum for the Executive Committee meetings shall be at least five (5) of its members and ordinary meetings of the Executive Committee shall be held at least once every two (2) months. Members shall receive timely notice of any meeting and shall with such notice be provided with the minutes of the immediately preceding meeting.

6.6 The Executive Committee shall:

(1) Call a general meeting of SHA members at least twice a year, one of which shall be the Annual General Meeting, to inform the members of its work and to promote Clause 2 of this Constitution.

(2) Call an Extra-Ordinary General Meeting of the SHA on the written submission to the Chairperson or Secretary by at least ten (10) paid-up members of the SHA. The contents of the submission shall be circulated to the members of the SHA within ten (10) days of its receipt by the Chairperson or Secretary and the meeting is to follow ten (10) days thereafter.
6.7 The Executive Committee shall have the power to co-opt persons from time to time to serve as non-executive members thereof. Such persons need not be members of the SHA and shall be appointed for such terms and purposes as the Executive Committee may determine. Such co-opted persons may be granted voting rights on the Executive Committee at the discretion of the Committee provided they are current members of the SHA.
6.8. A simple majority is sufficient for an effective decision of the Executive Committee
6.9 Neither office-bearers nor members become liable for any obligations and liabilities of the SHA solely by virtue of their status as members or office-bearers of the SHA.
6.10 Minutes are to be taken at every Executive Committee meeting and at every General Meeting of the SHA, and are to be confirmed as a true record of proceedings at such meetings at the following meeting as the case may be by the Chairperson.

7. SUB-COMMITTEES. The Executive Committee is empowered to establish Sub-Committees to assist in carrying out its work. The Sub-Committees shall have powers of co-option.
7.1 The Convener of each Sub-Committee shall be a member of the Executive Committee.
7.2 A Sub-Committee, when working on a project, shall report back to the Executive Committee at least every two (2) months either in writing or orally.

8. FINANCES. Funds raised by the Association shall be held in a suitable account(s) with a recognised banking institution through which its financial transactions shall be conducted.
8.1 An annual audit of the financial position of the Association shall take place by a person approved by the Executive Committee.
8.2 Investment of Association funds in interest bearing accounts in recognised banking institutions is permissible within the discretion of the Executive Committee.
8.3 A Treasurer’s report shall be circulated to members in advance of the Annual General Meeting for discussion at the Meeting.
8.4 The Financial Year shall run from 1st April to 31st March.
8.5 Membership fees shall be determined by the members at the Annual General Meeting.

9. CHANGES TO THE CONSTITUTION. Proposed changes to the Constitution shall be submitted to the Secretary at least six (6) weeks prior to the Annual General Meeting, or to an Extraordinary General Meeting, called by the Chairman, to enable circulation of the proposed changes to take place in advance of the Meeting.
9.1 The Secretary shall circulate the proposed changes to the Constitution at least twenty-one (21) days prior to the Annual General Meeting or the Extraordinary General Meeting, as the case may be.
9.2 The Association shall submit to the Commissioner for the South African Revenue Services a copy of any amendment passed in respect of the Association’s Constitution.

10. ANNUAL GENERAL MEETING. The Annual General Meeting shall take place not later than three (3) months following the end of the Financial Year. Notice of the meeting, the Agenda and the Treasurer’s Report for the previous year, shall be circulated to members at least fourteen (14) days prior to the Meeting.
10.1 For a quorum for the Annual General Meeting, or for an Extraordinary General Meeting, at least one third (⅓) of the Association’s membership shall be present at the meeting. In the absence of a quorum, the meeting shall be postponed for one week and members who attend the postponed meeting shall then constitute a quorum.

11. MEMBERSHIP
11.1 Subject to the discretion of the Executive Committee, any person who upholds the aims and objectives of the Association, as set out in Clause 2 of the Constitution, may be enrolled as a member of the Association.
11.2 Membership shall entitle any such person to vote and enjoy all facilities of the Association and members may be elected to serve on the Executive Committee or any Sub-Committee.
11.3 Failure on the part of any member to uphold the aims and objectives of the Association or timeously to pay the required membership fees, may lead to cancellation of his or her membership. Any such cancellation shall be by way of Executive Committee decision.

12. AREA. The headquarters of the Association shall be in the town of Swellendam but its general activities in pursuit of its aims and objectives may extend wider afield.

13. DISSOLUTION OF THE ASSOCIATION
13.1 The Association may be dissolved by no less than two thirds (⅔) of the members present at an Extraordinary General Meeting voting in favour of dissolution.
13.2 At least twenty-one (21) days notice of the meeting envisaged in Sub-Clause 13.1 shall be given to the members of the Association.
13.3 The notice aforesaid shall specify that the meeting is called for a decision to be made on the disposal of any assets of the Association should the meeting decide on dissolution of the Association.
13.4 On dissolution of the Association no assets thereof may be distributed among the membership but must be donated to any other registered organisation with aims and objectives similar to those of the Association and which, according to the Fundraising Act, 1978, is entitled to raise funds.
13.5 If no decision can be reached as to an appropriate donee as envisaged in Sub-Clause 13.4 the assets in question shall be handed to the Director of Fundraising operating in terms of the said Act for disposal in his discretion.