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Constitution
 

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CONSTITUTION
 
[This DRAFT Proposed Constitution draws heavily of the Constitution of REACH]

 

The finalised constitution will form the basis of The Memorandum and Articles of Association of the Proposed Section 21 Company

INDEX

  1. Leukemia Advocacy Group

  2. Mission

  3. Objectives

  4. Income and Property

  5. Membership and General Meetings

  6. Management

  7. Powers of the Management Committee

  8. Finance

  9. Dissolution / Winding Up

  10. Section 21

  

1.    Leukaemia Advocacy Group

1.1.     The organisation to be constituted will be called the Leukaemia Advocacy Group of Southern Africa

1.2.    The organisation shall exist in its own right, separately from its members and shall be created as a Section 21 Not for Profit Company with a NPO registration

1.3.    It shall continue to exist

1.3.1.  when its membership changes;

1.3.2.  when there are different office bearers.

1.4.    The organisation shall strive to be representative of the population of South Africa as a whole in its membership and executive

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2.         Mission

 The mission of the Leukaemia Advocacy Group is:

To provide info and support to all people living with Leukemia

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3.         Objectives

The organisation’s main objectives include but are not restricted to:

3.1.  To assist people living with leukaemia, amongst others to get access to appropriate treatment.

3.2.  To provide educational and psychological support to all people touched by leukaemia.

3.3.  To disseminate information about leukaemia to the public at large with a view to eradicating stigma about leukaemia and also as part of the fund raising efforts.

3.4.  To sensitise the private and public health care sectors to the incidence of leukaemia in South Africa in order to allow for and to implement appropriate treatment regimes, aligned with best practices internationally.

3.5.  To advocate the design and implementation of the necessary policy, legal and administrative frameworks that would advance the above objectives.

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4.               Income and property

 4.1.The organisation will keep a record of everything it owns.

4.2.The organisation may not transfer, donate or alienate any of its money or property to its members or office bearers. Members or office bearers may be paid a reasonable honorarium for work done for the organisation.

4.3.Members of the organisation may be reimbursed for expenses incurred for or on behalf of the organisation.

4.4.Members or office bearers of the organisation do not have rights in respect of the organisation’s property.

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5.               Membership and General Meetings

5.1.  Any juristic person or registered Non Profit Organisation may apply to become a member by applying in writing to the management committee, who will review the application and accept or decline in writing within 20 working days.

5.2. An AGM will be held once a year and not more than 15 months after the previous AGM. Four weeks notice in writing shall be given. Office bearers may be reelected but may not serve for more than two consecutive periods.

5.3.At the AGM the lesser number of 20% of members or 10 members will form a quorum.

5.4.During the AGM office bearers will be elected.

5.5.An Extraordinary General Meeting can be called at any time by 20% of the members.

5.6.During the AGM or extraordinary general meeting, changes can be made to this constitution according to the following:

5.6.1.     Proposed changes to the constitution must be notified to the members 15 days prior to the meeting.

5.6.2.      Changes to the constitution need to be approved by more than 50% of the members present at the meeting.

5.7.  The AGM will determine the staff structure of the organisation.

5.8.  During the AGM the treasurer will report on the audited financial statements, which will be submitted to the AGM for approval, as well as a proposed budget for the next year.

5.9.  The Chairperson will

5.9.1.     report to the AGM on the previous year’s activities;

5.9.2.     set out the objectives for the following year by means of a business plan based on the budget referred to in para 4.6;

5.9.3.     and will determine the conditions of service for staff

5.9.4.     S/he will also report on all applications for membership with an indication in each case whether such application has been accepted or declined and

5.9.5.     report on staff performances

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6.     Management

 6.1.A management committee will manage the organisation.

6.2.The management committee will be made up of not less than 3 office bearers, comprising the chairperson, the deputy chairperson and the treasurer.

6.3.  Office bearers will be elected at the AGM, and can be re-elected but not for more than two consecutive years.

6.4.  Nominations for office bearers must be made at the AGM as indicated on the agenda for the AGM concerned.

6.5.  Office bearers must prior to election and after nomination but before voting describe themselves and what they intend achieving for the organisation.

6.6.  Office bearers, who do not attend three management committee meetings in a row, without having previously applied in writing for and obtained leave of absence from the management committee, will be replaced.

6.7.  The management committee will meet at least once every three months. 5/ of the office bearers will constitute a quorum.

6.8.  The minutes of the past meeting together with the agenda of the next management meeting will be circulated to the office bearers two weeks in advance.

6.9.  Minutes will be taken at every meeting. The minutes of each meeting will be circulated to all the office bearers before the next meeting.

6.10.                 The management committee may appoint sub-committees with specific tasks. Sub-committees must provide written feedback at each management committee meeting.

6.11.                 Members can be co-opted on the management committee and given specific portfolios. A co-opted person is not classified as an officer for the purpose of establishing a quorum.

6.12.                 The chairperson shall act as the chairperson of the management committee. If the chairperson or deputy chairperson does not attend a meeting, then members of the committee who are present will elect a chairperson for the meeting.

6.13.                 Decisions of the management committee are binding.

6.14.                 Decisions of the management committee should be consensus based. However when necessary, the management committee will vote on issues. If the votes are equal on an issue, then the chairperson has a deciding vote.

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7.         Powers of the management committee

 7.1.The management committee has the power and authority to raise funds or to invite and receive contributions, and to delegate this task.

7.2.The management committee has the power to acquire, buy, hire or exchange any property that it needs to achieve its objectives if authorised by the AGM. 

7.3.The management committee has the right to make by-laws for proper management, including procedure for application, approval and termination of membership, provided that such by-laws are approved and ratified at the immediate following AGM.

7.4.The management committee may hire staff within the ambit of the budget and organizational plan approved at the most recent AGM

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8.               Finance

8.1.A treasurer will be appointed at the AGM.

8.2.The treasurer is responsible for the day-to-day finances of the organisation. The treasurer shall arrange for a bank account in the name of the Section 21 company. The treasurer must also keep proper records and controls of all the finances.

8.3.An auditor shall be appointed at the AGM. The accounting officer will audit the finances of the organisation and present audited statements to the treasurer prior to the AGM.

8.4.The treasurer and one other approved office bearer must sign cheques. 

8.5.The financial year of the Section 21 company ends 31 December.

8.6.The management committee can invest funds after a management decision.

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9.               Dissolution/Winding-up

 9.1.A decision at an AGM is required to deregister the Section 21 company.

9.2.When the organisation closes down it should pay off all its debts. If a surplus remains the funds should be paid over to a non-profit organisation, decided at the AGM.

   

Chairperson                                                                 Secretary

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Section 21

Section 21 as per Companies Act is quoted verbatim below

21 (1) Any association

(a) formed or to be formed for any lawful purpose;

(b) having the main object of promoting religion, arts, sciences, education, charity, recreation, or any other cultural or social activity or communal or group interests

(c) which intends to apply its profits (if any) or other income in promoting its said main object

(d) which prohibits the payment of any dividend to its members

(e) which complies with the requirements of this section in respect to its formation and registration

(2) The memorandum of such association shall comply with the requirements of this Act and shall in addition contain the following provisions;

(a) The income and property of the association shall be applied solely towards the promotion of its main object and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever to the members of the association or to its controlling or controlled company. Provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the association or to any member thereof in return for any services actually rendered to the association

(b) Upon its winding up, deregistration or dissolution the assets of the association remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution or associations or institutions having objects similar to its main object, to be determined by the members of the association at or before the time of its dissolution or failing such determination, by the Court.

(3) The provisions of section 49 1 c and 174 of the Companies Act shall not apply to any such association.

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Last modified: 01/31/09