Clarens Ratepayers Association

 

CONSTITUTION

 

  1. Name

The name of the Association is:

 

CLARENS RATEPAYERS ASSOCIATION

 

(Hereinafter referred to as the “Association”)

 

  1. Objectives

 

The objectives of the Association are to:

 

2.1 Protect and promote the rights and interests of the residents of Clarens and its environs and represent the members of the Association in negotiations with the local municipality on major issues.

 

2.2 Ensure an acceptable level of quality municipal services at an equitable cost, the protection of the environment and the improvement of infrastructure in and around the town of Clarens.

 

2.3 Ensure that economic development is within the constraints of the infrastructural capacity of Clarens with minimum negative impact on the aesthetic appearance of the town, and endeavour to preserve its traditional and historic ethos.

 

2.4 Engage with Local, Provincial and Central Government, ratepayers, residents and other organisations which have community services objectives, with the goal of maintaining services and ensuring that property rates and taxes are equitable.

 

2.5 Keep members informed, regarding Local Government processes including budgeting, planning and development, the Independent Development Plan (IDP), the Spatial Development Plan (SDF), Municipal policies and Bye-Laws and Municipal service delivery.

 

3. Membership

 

3.1 Membership of the Association is open to all persons, whether natural or corporate who are property owners, leaseholders of property and any other resident within the defined area 4 below. A current paid up municipal invoice shall serve as appropriate verification. Property owner means the registered owner of the land or in case of leased land the leaseholder of such land.

 

3.2 Non-Residents with an interest or who can make a positive contribution to the town of Clarens are welcome to apply for membership. These applications are subjected to the approval of the committee.

 

3.3 The committee can adjust Membership fees, implement different categories of fees and special discounts for categories provided it is approved by the members in a General Meeting. If a member fails to pay his membership fee when it becomes due, his membership of the organisation shall be terminated and he shall forfeit any further rights and benefits as a member of the Association.

 

3.4 A member of the Association has no claim to any assets of the Association solely because of his/her membership.

 

3.5 The committee can unilaterally terminate a member’s membership, if said member contravenes the statutes of the Association, brings the name of the Association into disrepute or if his/her membership fees are not paid up.

 

3.6 A member, whose membership has been terminated, may object to such termination. The objection must be lodged with the Association’s Executive Committee within 30 days of the termination, and the Executive Committee must hear such objection at its following meeting and make a final ruling.

 

4. Defined area.

 

For the purposes of this Constitution, Clarens is defined as the town of Clarens, the adjacent townships, any other residential areas in nearby golf and residential estates, the adjacent town lands, water courses,

dams and nature reserves, all within Ward 20 and selected sections of the farming community with wards 11and 14 of Dihlabeng Local Municipality.

5. Legal standing and Non-Profit.

 

5.1 The Association is a voluntary association with its own legal identity which is separate from its individual members.  The Association shall enjoy perpetual succession and continue to exist even if the members change or there are no members or committee.  The Association may own property, enter into contracts, and sue or be sued in its own name.

 

5.2 The Association has no statutory powers and acts only in an advisory capacity. The Association is obliged to operate within the framework of Municipal Bye-laws, Provincial Ordinances and Acts and National Acts. In this regard, it can be regarded as a “watch-dog” of the said legislation. Enforcement shall be through co-operation with the relevant statutory body or bodies

 

5.3 The income and property of the Association shall be used solely for the promotion of its stated objectives. The members and the office-bearers shall have no rights to the property or other assets of the Association solely by virtue of them being members or 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;

5.3.1 reasonable compensation for extraordinary services rendered to the Association;

5.3.2 reimbursement of actual costs or expenses reasonably incurred on behalf of the Association.

 

6. Financial Matters.

 

6.1 The Executive Committee shall open a bank account in the name of the Association with a registered Bank or Building Society.  The Executive Committee shall ensure that all monies received by the Association are deposited in the abovementioned bank account as soon as possible after receipt. Normal business control measures are to be followed.

 

6.2 The Executive Committee shall decide as to which of its members will have authority to sign cheques and have custody of the internet banking card, PIN number and password and inform the bank accordingly.  The Executive Committee shall determine the limits of authority and process applicable to the control and spending of funds.

 

6.3 The Association’s financial year-end shall be the last day of February.

 

6.4 The Executive Committee shall ensure that the Association keeps proper records and books of account which fairly reflect the affairs of the Association.

 

6.5 The Executive Committee shall ensure that the Association prepares an Annual Narrative Report describing the Association’s activities and Annual Financial Statements for each financial year. The Annual Financial Statements shall conform to generally accepted accounting principles and shall include a statement of income and expenditure and a balance sheet of assets and liabilities.

 

6.6 A copy of the Annual Financial Statements and Annual Narrative Report shall be made available to all members after the close of the financial year at the next annual general meeting

 

7. Structure of the Association – The Executive Committee

 

7.1 Powers

 

7.1.1 The affairs of the Association shall be controlled and managed by the Executive Committee. Subject to the terms of this constitution and to the resolutions of members in General Meeting, the Executive Committee may exercise all the powers of the Association.

 

7.1.2 In General Meeting, the Association may review, approve or amend any decision taken by the Executive Committee but no such resolution of the Association shall invalidate any prior action taken by the Executive Committee which is in accordance with the provisions of this Constitution.

 

7.2 Election

 

7.2.1 The members of the first Executive Committee shall be elected at the General Meeting at which this Constitution is adopted, and shall hold office until the first Annual General Meeting after such appointment, when all of them shall resign.  At the first Annual General Meeting, a new Executive Committee shall be elected.  Thereafter, a new Executive Committee shall be elected at each succeeding Annual General Meeting.

 

7.2.2 Resigning Executive Committee members shall be eligible for re-election or co-option.

 

7.2.3     Executive Committee members shall be members of the Association.

 

7.3 Composition

 

7.3.1 The Executive Committee shall comprise at least four (4) but not more than eight (8) members other than any co-opted members.

 

7.3.2 The office-bearers of the Executive Committee shall comprise:

the Chairperson, the Vice-Chairperson, the Treasurer, the Secretary.

 

7.3.3 The office bearers shall be elected by the Executive Committee at their first meeting after being elected.

 

7.3.4 The Executive Committee may co-opt up to 4 additional non-voting members as it may consider appropriate from time to time.  The co-opted members shall serve for such period as the Executive Committee considers appropriate.

 

7.4 Executive Committee Member Vacating Office

 

7.4.1 The office of an Executive Committee member shall be vacated if a member:

Resigns, or becomes unfit and/or incapable of acting as such, or is removed by the Executive Committee, by resolution adopted by at least three-quarters (3/4) of its members in office from time to time, being not less than the required minimum of 4 Executive Committee Members.

 

7.4.2 The Executive Committee shall not be obliged to furnish reasons for its decision/s regarding removal except to the member removed and to the members of the Association in General Meeting.

 

7.4.3 Should a position on the Executive Committee fall vacant, the Executive Committee, by resolution adopted by at least two-thirds (2/3) of its members, may (and if the vacancy reduces the number of members to less than eight (8), shall) co-opt a member/s to fill the vacancy/ies.  The office of any person so co-opted as a member of the Executive Committee shall lapse unless confirmed by resolution of members at the next General Meeting.

 

7.5 Procedure at Executive Committee Meetings

 

7.5.1 The Executive Committee shall conduct its meetings and regulate its proceedings as it finds convenient, provided that:

 

7.5.2 The Chairperson, or in his or her absence, the Vice-Chairperson, shall chair all meetings of the Executive Committee which he or she attends.  In the absence of the Chairperson and the Vice-Chairperson, the remaining members of the Executive Committee shall elect a chairperson from those attending.

 

7.5.3 The Chairperson shall convene a meeting of the Executive Committee as necessary to achieve the objectives of the association but at least three (3) times per annum or at the written request of any two (2) members of the Executive Committee requesting a meeting at any other time, provided a reason for this request is clearly stated.

 

7.5.4 The quorum necessary for the transaction of any business by the Executive Committee shall be three (3) of the Executive Committee members serving at any given time.

 

7.5.5 At meetings of the Executive Committee each member shall have one (1) vote.

 

7.5.6 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.

 

7.5.7 Proper minutes shall be kept of the proceedings of the Executive Committee, and a record of the persons present at each meeting.  The minutes shall be signed by the member who chairs the meeting, and shall be available at all times for inspection or copying by any member of the Executive Committee, and on two (2) days’ notice to the Secretary or his or her deputy, by any member of the Association.

 

7.5.8 A resolution signed by a majority of the Executive Committee shall be as valid as if passed at a duly convened meeting of the Executive Committee.

 

7.5.9 The Executive Committee may delegate any of its powers to any of its members, or to a special purpose committee. The member, committee, employee or agent to whom such delegation is made shall conform to any regulations and procedures that may be stipulated by the Executive Committee from time to time. The Executive Committee may appoint a Chief Executive and other officers and employees as it may consider necessary from time to time upon such terms and conditions as it may consider appropriate.

 

8. Structure of the Association – the Members.

 

8.1 Annual General Meeting

 

8.1.1 An Annual General Meeting of the Association shall be held within a period of twelve (12) months of the adoption of this Constitution.  Subsequent Annual General Meetings shall be held within nine (9) months of the end of each financial year.

 

8.1.2 Annual General Meetings shall be convened by the Chairperson on not less than twenty-one (21) days written notice to all members entitled to attend the meeting.  This notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting.

 

8.1.3 The business of an Annual General Meeting shall include:

the presentation and adoption of the Annual Report of the Chairperson;

the consideration of the Annual Financial Statements;

the election of members to serve on the Executive Committee for the following year;

the determination of the membership fees

any other matters as may be considered appropriate, and for which due notice has been given.

 

8.2 Other General Meetings

 

8.2.1 Other General Meetings of the Association shall be convened at any time by the Chairperson or at the written request of the Executive Committee or two (2) of the members of the Association

 

8.2.2 Any General Meeting other than the Annual General Meeting shall be convened on not less than twenty one (21) days written notice to all members.  The notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting provided that, should the Chairperson, having been requested to give such notice fail to give it within seven (7) days of the request, the persons requesting the meeting shall be entitled themselves to give notice of and to convene the meeting.

 

8.2.3 A quorum constituting a Annual General Meeting or General Meeting of the Association shall be ten (10) members;

 

8.2.4 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.  The notice reflecting such adjournment shall be given to the persons and in the manner provided for in this Constitution.  At such reconvened General Meeting, the members then present or represented shall be deemed to constitute a quorum, provide there are at least three Executive Committee members present.

 

8.3. Procedure at General Meetings – Resolutions and Voting, Minutes and Powers.

 

8.3.1 At all General Meetings, 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 the Chairperson or not less than one third (1/3) of the persons voting in person or by proxy.  The result of the vote shall be the resolution of the meeting.

 

8.3.2 Each member present or represented at such meeting shall be entitled to one (1) vote.

 

8.3.3 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.

 

8.3.4 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 the chairperson of the meeting, and shall be available for inspection or copying by any member on two (2) days notice to the Secretary or his or her deputy.

 

8.3.5 Subject to the provisions of Clause 7.1.2 above, 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.

 

8.4. Notices

 

8.4.1 Notice of all meetings provided for in this Constitution, shall be displayed at the Clarens Post Office Community Noticeboard, and in any other manner, including email, as the Executive Committee may decide appropriate and reasonable at the time.

 

8.4.2 The accidental omission to address notice/s to any person shall not invalidate the proceedings of any meeting.

 

8.4.3 If posted, notices shall be deemed to have been received seven (7) days after posting.

 

9. Amendments to the Constitution and Dissolution.

 

9.1 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 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.

 

9.2 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 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.

 

10. Indemnity.

 

10.1 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.

 

10.2 Subject to the provisions of any relevant statute, 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.

 

 

Adopted at General Meeting dated                     day                               month                                year

 

Signed

 

Chairperson                                                          Date

 

 

Vice-Chairperson                                                   Date