CONSTITUTION OF A VOLUNTARY ASSOCIATION
PART A: INTRODUCTION
2.1. The Association is hereby constituted as a voluntary association and will
be called: South African Association of Audiologists (SAAA).
- 2.2. Its shortened name will be SAAA.
3. PURPOSE AND OBJECTS OF THE ASSOCIATION
3.1. PURPOSE DESCRIBING THE MAIN BUSINESS
The main business of the Association is the development and promotion of the practice
of Audiology as an autonomous profession. To this end, the Association provides a forum
to facilitate a united, professional identity for the profession to include, but not
restricted to, the provision of support, public accountability and representation of
the profession at the level of all identified stakeholders.
3.2. MAIN OBJECTS
The main objects of the Association are:
3.2.1. Without limiting the generality of the above, the objectives include the following:
184.108.40.206. To promote the development of research into the practice of Audiology, skills
development, theory and knowledge building and promote these amongst members and in the
community as widely as possible;
220.127.116.11. To formulate, monitor, and review standards of ethical behaviour for the public
good in the practice of Audiology;
18.104.22.168. To formulate, monitor, and review standards of training and education leading to
recognition as a professional Audiologist;
22.214.171.124. To foster opportunities for professional development through activities such as
conferences, workshops, publications, electronic media etc.;
126.96.36.199. To coordinate the provision of relevant information on qualified Audiologists to
the community, medical fraternity, Medical Aid companies, colleagues and related healthcare
professions, through a Register of Member Audiologists;
- 188.8.131.52. To liaise with other relevant national and international organisations;
- 184.108.40.206. To operate on a non-profit basis.
4. POWERS AND CAPACITY OF THE ASSOCIATION
4.1. The Association shall be entitled to form and to have an interest in any
companies or Associations only having the same or similar objects to the Association
for the purpose of acquiring the undertaking of all or any of the assets or liabilities
of that Association or companies or Associations or for any other purpose which may seem,
directly or indirectly, calculated to benefit the Association, and to transfer to any such
Association or companies or Associations the undertaking of all or any assets or liabilities
of the Association;
4.2. The Association shall be entitled to amalgamate with other companies only in so
far as they have the same or similar objects to the Association;
4.3. The Association shall only be entitled to take part in the management, supervision
and control of business or operations of any other association or business having the same
or similar objects as the Association and to enter into partnerships having the same or
similar objects as the Association;
4.4. The Association shall be entitled to make donations to organisations having the
same or similar objects to that of the Association;
4.5. The Association may employ such salaried staff as may be deemed necessary to
fulfil and carry out its objectives;
4.6. The Association shall be entitled to pay gratuities to members of the National
Management Committee, office bearers committee members and employees and to establish a
pension scheme and medical aid scheme in so far as such gratuities or benefits are not
contrary to any law of the Republic of South Africa;
4.7. The Association shall not pay to any employee, office bearer, member or other
person any remuneration which is excessive having regard to what is generally considered
reasonable in the sector and in relation to the services rendered
4.8. The Association shall not be entitled to distribute any of its assets among
4.9. The Association shall be entitled to bind members to contribute by way of entrance
fees, membership fees, re-entrance fees and levies towards the funds of the Association and
to enforce payment of, and to collect and receive from members such entrance fees, membership
fees, contributions, re-entrance fees and levies;
4.10. The Association shall be entitled to enforce compliance with its Constitution and
any other provisions in such manner as it may deem fit by imposing punitive action in the
form of expulsion and/or suspension;
4.11. Notwithstanding the omission from this Constitution of any provision to that effect,
the Association may do anything which the Act empowers an Association to do if so authorized
by its Constitution.
- 4.12. The Association may be able to sue and be sued;
4.13. The name of the Association may be changed to any other name as may be passed by
special resolution at a General Meeting of the Association.
5.1. The Association shall ensure that substantially the whole of its funds are directed
to the furtherance of its principal objects and not for the specific benefit of an individual
member or minority group.
5.2. No member shall directly or indirectly have any personal or private interest
in the Association.
5.3. The Association is prohibited from having a share or other interest in any
business, profession or occupation which is carried on by the members.
5.3. The Association must not:
5.3.1. Directly or indirectly, pay any portion of its income or transfer any of its assets,
regardless of how the income or asset was derived, to any person who is a member or
Management Committee member of the Association, except as:
220.127.116.11. Reasonable remuneration for goods delivered or services rendered to, or at the
direction of, the Association; or
18.104.22.168. Payment of, or reimbursement for, expenses incurred to advance a stated object
of the Association; or
22.214.171.124. As a payment of an amount due and payable by the Association in terms of a valid
agreement between the Association and that person or another; or
126.96.36.199. As a payment in respect of any rights of that person, to the extent that such
rights are administered by the Association in order to advance a stated object of the
- 188.8.131.52. In respect of any legal obligation binding on the Association.
5.4. The Association may not, directly or indirectly, distribute any of its funds
or assets to any person other than in the furtherance of its objects.
5.5. The Association shall not knowingly become a party to, and does not
knowingly and will not knowingly permit itself to be used as part of an impermissible
tax avoidance arrangement or a transaction, operation or scheme contemplated in any of
the Tax legislation of the Republic of South Africa
6. ASSOCIATION POLICIES
6.1. The National Management Committee may make, amend or repeal any necessary or
incidental policies relating to the governance of the Association in respect of matters
that are not addressed in this Constitution, by publishing a copy of those policies and
distributing same to the members of the Association and filing a copy of those rules.
6.2. A policy contemplated:
6.2.1. Must be consistent with this Constitution, and any such policy that is inconsistent
with this Constitution is to be regarded as void;
6.2.2. Takes effect on the date specified in the rule, and if not so specified, then it
will take effect 20 (twenty) business days after the policy is published.
184.108.40.206. Will be binding on an interim basis from the time it takes effect until it is
put to a vote at the next general meeting of the Association; and on a permanent basis only
if it has been ratified by an ordinary resolution at the next general meeting.
6.3. If the Management Committee institutes any policies, it must file a copy of those
policies in the manner prescribed in the Policies and Procedures manual and must publish
them by sending a copy of those policies electronically to each member and/or by publishing
them on the Association’s website.
6.4. If the Management Committee, or any individual authorized by the National
Management Committee, alters this Constitution or any policies instituted by it in any
manner necessary to correct a patent error in spelling, punctuation, reference, grammar
or similar defect on the face of the document, it must publish a notice of such alteration
by sending a copy of the altered policies or Constitution, as the case may be, electronically
to each member and/or by publishing them on the Association’s website, and must file a
notice of alteration in the manner prescribed by the Act.
6.5. Save for correcting errors substantiated as such from objective evidence or which
are self- evident errors in the Constitution (including spelling, punctuation, reference,
grammar or similar defects), which the National Management Committee is empowered to do,
all other amendments of the Constitution shall be effected in accordance with this
PART B: MEMBERS AND MEMBERSHIP
7. NUMBER AND APPLICATION
- 7.1. There is no limitation on the number of members of the Association.
7.2. Whether or not a person may become a member of the Association is within the
sole discretion of the National Management Committee and their decision shall be final
7.3. The National Management Committee shall be entitled to refuse any application
7.4. Applications for membership shall be in writing on a form prescribed by the
National Management Committee, and shall contain such particulars as shall be required
by the National Management Committee, and shall be signed by the applicant.
7.4.1. Unless otherwise stated, all applications for SAAA membership shall be supported
by a proposer who shall be a voting member of the SAAA in good standing at the time of
7.4.2. Such an application form shall incorporate:
220.127.116.11. An acceptance of the Association's code of conduct and policies and adherence
to the SAAA Constitution by the applicant.
7.5. Applications for Student Membership shall be done in writing on a form prescribed
by the Management Committee, and shall be signed by the applicant.
7.6. The signature of the candidate to the application form for membership shall be
deemed an acknowledgement that he or she will, if elected, be bound by the Constitution
and policies of the Association.
7.7. At any General Meeting of the Association, on the recommendation of the National
Management Committee, any audiologist may be elected an Honorary Life Member or any person
may be elected an Honorary Associate Member of the Association.
7.8. Any Member may withdraw from the Association by giving notice in writing of
her/his intention to do so, and, upon expiration of such notice, he shall remain liable
for payment of arrears of subscription or other money (if any) due to the Association
upon his ceasing to be a Member. 7.9Membership shall commence upon:
7.8.1. Written confirmation by the Association of the National Management Committee’s
7.8.2. Payment of the annual membership fees in such manner as prescribed by the
Association from time to time;
- 7.9. The Association shall maintain a register of members of the Association.
8. MEMBERSHIP CATEGORIES
The members of the Association shall consist of voting and non-voting members.
8.1. VOTING MEMBERS
8.1.1. GRADUATE MEMBERS WITH CPD
18.104.22.168. Graduate Members with CPD shall comprise every audiologist who, at the date
of adoption of these clauses, is on the Register as a Graduate Member of the Association;
and every audiologist thereafter accepted or to be accepted into the class of Graduate
22.214.171.124. Every candidate eligible as a Graduate Member shall be registered with the
Health Professions Council of South Africa, irrespective of sphere of practice or
employment such as audiologists in private practice, public service, research, academia
126.96.36.199. Graduate members with CPD have access to online continuing professional
8.1.2. GRADUATE MEMBERS WITHOUT CPD
188.8.131.52. Graduate Members without CPD shall comprise every audiologist who, at the
date of adoption of these clauses, is on the Register as a Graduate Member of the
Association; and every audiologist thereafter accepted or be accepted into the class
of Graduate Members.
184.108.40.206. Every candidate eligible as a Graduate Member shall be registered with
the Health Professions Council of South Africa, irrespective of sphere of practice
or employment such as audiologists in private practice, public service, research,
academia and industry.
220.127.116.11. Graduate members without CPD shall not have access to online continuing
professional development (CPD).
8.1.3. NON-PRACTICING MEMBERS
18.104.22.168. Non-practicing membership may be granted to graduate members who have
retired from active practice or any audiologist who, for any reason, does not practice
audiology or who is not actively involved in audiology science within the borders of
South Africa. Such members may include, but are not restricted to audiologists who
practice outside the Republic, audiologists who have retired from active practice or
audiologists who are employed in capacities other than that of an audiologist.
22.214.171.124. Non-practicing members will receive copies of publications of the
Association in electronic format.
126.96.36.199. Non-Practicing members shall contribute to the funds of the Association
in accordance with membership fees as determined by the Board.
8.1.4. HONORARY LIFE MEMBERS
188.8.131.52. Any member of the SAAA who has given long and valuable support or
outstanding service to the association or the profession of audiology may be awarded
Honorary Life Membership at an Annual General Meeting of the Association.
184.108.40.206. Honorary Life Members are nominated by the National Management Committee
for ratification by the SAAA members at an Annual General Meeting. Honorary Life Members
do not pay annual subscription fees but receive full benefits.
8.2. NON-VOTING MEMBERS
8.2.1. STUDENT MEMBERS
220.127.116.11. Student Members shall comprise those persons who, at the time of adoption
of these Clauses, are on the Register as Student Members of the Association, and every
person thereafter elected as such.
18.104.22.168. Before election of a candidate as a Student Member, the National Management
Committee shall be satisfied that he or she is a registered undergraduate student of
Audiology at an approved teaching institution.
22.214.171.124. A Student Member shall cease to be a Student Member on being elected a Graduate
Member or when ceasing to be a registered under-graduate student at an approved teaching
126.96.36.199. Student Members shall enjoy such privileges as the National Management Committee
may from time to time determine; provided that a Student Member shall not be entitled to
receive notice or vote at Meetings of the Association or to be elected to the National
Management or to nominate candidates for election to the National Management Committee
or to take part in the management of the affairs of the Association, with the exception
of meetings of Student
8.2.2. COMMUNITY SERVICE MEMBERS
188.8.131.52. Community Service Members shall comprise those persons who, at the time of
adoption of these clauses, are on the Register as Community Service Members of the
Association, and every person thereafter elected as such.
184.108.40.206. Before election of a candidate as a Community Service Member, the National
Management Committee shall be satisfied that he or she is employed as a community
service audiologist at an approved facility.
8.2.3. A Community Service Member shall cease to be a Community Service Member
on being elected a Graduate Member or when ceasing to employment as a community service
220.127.116.11. Community Service Members shall enjoy such privileges as the National
Management Committee may from time to time determine; provided that a Community Service
shall not be entitled to receive notice or vote at general meetings of the Association or
to be elected to the National Management Committee or to nominate candidates for election
to the National Management Committee or to take part in the management of the affairs of
the Association, with the exception of meetings of students.
8.2.4. HONORARY ASSOCIATE MEMBERS
18.104.22.168. Honorary Associate Members shall comprise those persons who, at the time of
adoption of these Clauses, are on the Register as Honorary Associate Members of the
Association, and every person thereafter elected as such.
22.214.171.124. Honorary Associate Membership may be accorded to such persons who are not
audiologists and who have rendered exceptional service within the field of audiology
and/or the Association.
126.96.36.199. Honorary Associate Members shall be entitled to the same privileges of
Membership as Graduate Members, except the right to vote at Meetings of the Association
and the right to nominate persons for admission as Members of the Association, but they
shall be entitled to receive notice of and to attend and to speak at such Meetings.
188.8.131.52. Honorary Associate Members shall not be required to contribute to the funds
of the Association.
9. MEMBERSHIP FEES
9.1. Annual membership fees, to be determined by the National Management Committee,
shall be paid to the Association by each member against the production of a valid tax
invoice by the Association.
9.1.1. Such annual subscriptions shall be payable by all members not later than 31 March
of that year.
9.2. The National Management Committee may determine rebates and discounts for, inter
alia, early payment, it being recorded that such membership fees may vary depending on
the category of membership.
9.2.1. Such discounts may also be granted on motivation from members based on personal
circumstances for a period of no longer than one year with the option of review.
9.3. The National Management Committee may propose levies and such levies shall become
binding on the Ordinary, junior and Non-Practicing members if approved by the members in
a general meeting.
- 9.4. Student and Community Service Members will be offered free membership.
9.5. If a Member defaults in the payment of any subscription, for more than one month
after notice of the amount payable by him, his privileges of membership may thereafter
ipso facto be suspended until such payment is made.
10. RIGHTS AND PRIVILEGES OF MEMBERS OF THE ASSOCIATION
10.1. Every member shall have the right to:
10.1.1. Display his /her membership to the public subject to the rules governing
advertising by the Council;
10.1.2. Display any symbols, logos or other distinctive marks of the Association on
stationary and/or display signs in connection with the member’s practice;
10.1.3. Attend any meeting of the Association other than the meetings of the National
Management Committee, the Executive Council and the Disciplinary Committee (if any) unless
10.1.4. Any information or communication held by the Board upon a request in writing by a
member other than information which the National Management Committee may refuse to grant
access in terms of applicable legislation or considered not to be in the best interest of
the Association or the profession at that time;
- 10.1.5. Utilise the facilities of and service offered by the Association;
10.1.6. Receive official publications or materials of the Association on payment of the
purchase price to be determined by the National Management Committee where and if applicable;
- 10.1.7. Nominate new members in accordance with protocols contained in this Constitution;
10.1.8. Propose items on the agenda of general meeting of members in accordance with the
Policies and Procedures of the Association;
10.1.9. Nominate members of the National Management Committee in accordance with protocols
stated in this Constitution;
10.1.10. Vote at any general meeting of the Association in accordance with protocols
contained in this Constitution.
11. TERMINATION OF MEMBERSHIP
A member shall ipso facto cease to be a member of the Association:
- 11.1. If she/he is suspended or expelled as a member by the National Management Committee;
- 11.2. If by notice in writing to the Association she/he resigns as a member.
11.3. The Management Committee shall have the power, in their sole and absolute discretion,
to terminate a member’s membership if:
11.3.1. The member is guilty of conduct detrimental to the interests and/or objects of the
11.3.2. The member has contravened the code of conduct or policies of the Association through
its actions, omissions or in any other way;
11.3.3. It is detrimental to the interests of the Association that the member should continue
to be a member of the Association;
11.3.4. The member, after written notice by the Association, fails to pay the prescribed
membership fees of the Association that may be due and payable within a reasonable time of
such notice or as stated within this Constitution.
11.4. The Management Committee shall furnish their reasons for terminating a member's
membership to that member in writing.
11.5. A member whose membership has been terminated shall remain liable for all sums that
may, at the date of termination of her/his membership, be due by her/him to the Association
and shall not be entitled to any refund of any monies already paid nor have any claim against
PART C: GENERAL MEETINGS
12. GENERAL MEETINGS
12.1. The Association, in accordance with this Constitution, shall hold general
meetings of members to be known and described in the notices calling such meetings Annual
12.2. The National Management Committee may, whenever they deem it necessary, convene
a general meeting to be known as a Special General Meeting,
12.3. Every meeting of members shall, unless otherwise resolved by the National Management
Committee, be held in the city or town in which the Association's registered office is for
the time being situated.
13. ANNUAL GENERAL MEETING
13.1.1. The Association shall in each year hold an Annual General Meeting after the end of
the Association’s financial year in accordance with the Act.
14. NOTICE OF GENERAL MEETINGS
14.1. Notice of the Annual General Meeting shall be given to Members of the Association
at least four weeks before the meeting, specifying the time and address and shall include:
- 14.1.1. The agenda of the meeting
- 14.1.2. The minutes of the previous AGM or any subsequent Special General meetings;
- 14.1.3. Any motion received to be tabled at the meeting
- 14.1.4. A proxy vote form
14.2. A call for nominations for offices which may be or become vacant as well as
nominations already received for these vacant offices.
14.3. A Member of the Association may introduce, at an Annual General Meeting, any matter
not appearing in the notice of the meeting provided:
- 14.3.1. The Chairperson gives his or her consent; or
14.3.2. The remaining Members present give their approval by passing a resolution by a
14.4. Notice by the Association to any member shall be regarded as validly given if it
is either delivered personally to the member or in writing to him at his address reflected
on the role of members.
14.5. Any notice, if given by registered post, shall be deemed to have been received on
the 7th (seventh) day following the day that same was handed in at the post office.
In proving the giving of the notice sent by registered post it shall be sufficient to prove
that the letter containing the notice was properly addressed and handed in at the post
14.6. Subject to the provisions of the Act or this Constitution:
14.6.1. Not less than 30 (thirty) clear days’ notice in writing of an annual general
meeting or of a general meeting at which a special resolution is to be proposed, shall be
given to all members;
14.6.2. Not less than 14 (fourteen) clear days' notice in writing of any other general
meeting shall be given to all members.
14.6.3. Any item or items proposed by a voting member of the SAAA to be included within the
agenda of any general meeting of members shall be in writing, to be received by the Board at
least 14 (fourteen) days prior to the stipulated timeline for notice to be given to members
for an annual general meeting or special general meeting as stated in this Constitution.
184.108.40.206. A proposed item from a voting member to be included in the agenda for an annual
general meeting shall reach the Management Committee not less than 44 (forty-four) days prior
to the AGM.
220.127.116.11. A proposed item from a voting to be included in the agenda for a special general
meeting shall reach the Board not less than 35 (thirty five) days prior to the special general
14.6.4. The notice period as provided for in Clause 14.3.1 shall be exclusive of the day on
which the notice is served or deemed to be served and exclusive of the date of the meeting.
14.6.5. The notice of a general meeting shall state -
- 18.104.22.168. The place, day and hour of that meeting; and
- 22.214.171.124. The matters which will be considered at such meeting.
14.7. A meeting of the Association shall, notwithstanding the fact that it is called by
shorter notice than that specified in this Constitution, be deemed to have been duly
called if it is so agreed by:
14.7.1. A majority in number of the members having a right to attend and vote at the meeting,
being a majority holding a total voting right of all the members.
14.8. The inadvertent omission to give notice of a meeting to, or the non-receipt of a notice
of a meeting by any person entitled to receive such notice, shall not invalidate the
proceedings at that meeting.
15. PROCEEDINGS AT GENERAL MEETINGS
15.1. The annual general meeting shall deal with and dispose of all matters prescribed by this
Constitution, including the consideration of the annual audited financial statements and the
appointment of an auditor and may deal with any other business laid before it.
15.2. No official business shall be transacted at any general meeting not stated on the agenda as
disseminated to the voting members of the association as per Clause 14 of this Constitution.
15.3. No business shall be transacted at any general meeting unless a quorum of members is present
at the time when the meeting proceeds to business. Save as herein otherwise provided, a quorum at
any general meeting shall be 20 (twenty) members entitled to vote and who are present in person at
the commencement and throughout the meeting.
- 15.4. The President shall preside as chairman at every general meeting of the Association.
15.5. If at any meeting the President is not present within 15 (fifteen) minutes after the time
appointed for holding the meeting or is unwilling to act as chairman, the President-elect or one
of the appointed Management Committee present shall be chairman of the meeting. l
15.6. If all of the Management Committee present declines to take the chair, they shall choose a
member present to be chairperson of the meeting.
15.7. The chairman of the meeting may, with the consent of the majority of members present at any
meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting,
but no business shall be transacted at any adjourned meeting other than the business left unfinished
at the meeting at which the adjournment took place. When a meeting is adjourned, the provisions of
Clause 15.4 shall apply to such adjournment.
15.8. If within half an hour of the time fixed for the Annual General Meeting, no quorum is present,
the meeting stands adjourned for thirty minutes allowing additional time for a quorum to be present.
If, after the additional time, there is still no quorum present, then the members present will be
regarded as a quorum and the meeting may continue as originally scheduled.
16. VOTES OF MEMBERS AT GENERAL MEETINGS
16.1. Each voting member of the Association, in good standing and not being in arrears
with their membership fees or any levies due by them at the time of voting, present in
person or by proxy at any meeting of the Association shall have 1 (one) vote.
16.2. At any meeting of members, a resolution put to the vote of the meeting shall be
decided on a show of hands.
16.3. In the case of a secret ballot 2 (two) people appointed by the chairperson shall
collect and count the ballots, the results of which shall be handed to the chairperson.
16.4. A declaration by the chairperson that a resolution has been carried, or carried
unanimously, or by a particular majority, or lost, and an entry to that effect in the minute
book of the Association, shall be conclusive evidence of the fact, without proof of the number
or proportion of the votes recorded in favour of, or against, such resolution.
16.5. No objection shall be raised as to the admissibility of any vote except at the meeting or
adjourned meeting at which the vote objected to is, or may be given or tendered and every vote not
disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to
the chairperson of the meeting, whose decision shall be final and conclusive.
16.6. In the case of an equality of votes, the chairperson of the meeting shall be entitled to a
second or casting vote.
16.7. A question arising at the Annual General Meeting of the Association shall be determined on a
show of hands unless the Chairperson specifically request for a written ballot.
16.8. Decisions (other than Special Resolutions) shall be made by a resolution passed by a majority
of Members then present and entitled to vote.
16.9. A Special Resolution shall be passed only when not less than three quarters of those Members
present, physically or by proxy and entitled to vote at an Annual General Meeting, vote in favour of
16.10. Each Member has one vote and in the case of an equality of voting on a question, the Chairperson
is entitled to exercise a second or casting vote.
- 16.11. All votes shall be given personally or by proxy.
- 17.1. Members may only appoint a proxy who is a voting member in good standing of the Association.
17.2. The form, in accordance with Clause 17.9, appointing a proxy shall be in writing, dated and
signed by the member entitled to vote under the hand of the member entitled to vote.
17.3. The form appointing a proxy shall be deposited at the registered office of the Association not
less than 24 (twenty-four) hours (or such lesser period as the Management Committee may unanimously
determine in relation to any particular meeting) before the time for holding the meeting (including
an adjourned meeting) at which the person named in the form proposes to vote, and in default the form
of proxy shall not be treated as valid.
- 17.4. A form appointing a proxy shall be valid in respect of a particular general meeting only.
- 17.5. No member shall be entitled to hold more than 3 (three) proxies at any meeting of the Association.
17.6. The instrument appointing a proxy to vote at a meeting of the Association shall be deemed also
to confer authority to demand or join in demanding a poll, and for the purposes of Section 198(1) of
the Act, a demand by a proxy shall be the same as a demand by a member.
17.7. No instrument appointing a proxy shall be valid after the expiration of 6 (six) months from the
date when it was signed, unless so specifically stated in the proxy itself and no proxy shall be
used at an adjourned meeting which could not have been used at the original meeting.
17.8. The instrument appointing a proxy shall, subject to the provisions of this Constitution and be
in the form or as near thereto as circumstances permit as per Annexure A.
17.9. Each Member entitled to vote may appoint another Member, who is entitled to vote, as a proxy by
notice to the Secretary no later than twenty-four hours before the time of the General Meeting in
respect of which the proxy is appointed.
18. RECORDS OF GENERAL MEETINGS
18.1. The National Management Committee shall cause a record to be made of the proceedings at every
general meeting, including all resolutions passed at such meetings and shall cause such record and all
resolutions passed to be inserted in a book provided for that purpose.
18.2. Any copy of any record or resolution referred to in Clause 16.2which purports to be signed by
the President or member of the National Management Committee, shall be evidence of the matters stated
18.3. Minutes of the meeting shall be taken and be made available to all members within one week after
the end of the meeting.
PART D. ORGANISATIONAL STRUCTURE AND MANAGEMENT
19. NATONAL MANAGEMENT COMMITTEE
19.1. COMPOSITION OF THE MANAGEMENT COMMITTEE
- 19.1.1. The organisation will be managed by a Management Committee who are the office bearers.
19.1.2. The majority shall be Full Members of the Association as contemplated in Clause 19 of this
Constitution all of whom shall be Voting Members, eligible for election as per Clause 19.3 of this
- 19.1.3. The Committee will be made up of not less than 10 members and will not exceed 25 members.
19.1.4. The Committee will include
- 126.96.36.199. Members of the Executive Council as constituted in Clause 22 of this Constitution;
- 188.8.131.52. The Chairperson of each Standing Committee set up by the Executive Council; and
- 184.108.40.206. The Regional Branch Managers.
19.2. TERM OF OFFICE OF THE NATIONAL MANAGEMENT COMMITTEE
19.2.1. Members elected to office of the National Management Committee shall subject to Clause 19 of
this Constitution and hold office for a term of 2 ( two) years, until the conclusion of the succeeding
AGM, providing that no such member of the National Management Committee shall be eligible for nomination
for 3 (three) successive terms.
19.3. ELECTORAL PROCESSES
19.3.1. This clause pertains to all elected
- President Elect;
- Immediate Past President;
- Treasurer; and
- Standing Committee Chairpersons;
19.3.2. At least 32 days before the date of each AGM the Secretary shall, by written notification, call
for nominations from Members entitled to vote;
19.3.3. Members, and current National Management Committee members eligible for re-election, are eligible
19.3.4. Nominations shall be in writing, signed by the nominee and one other Member, who must be eligible
to vote, acting as nominator.
- 19.3.5. A nominee may be nominated for more than one office.
19.3.6. Nominations will close on the date 14 days before the AGM. This date shall be stated in the
notification sent by the Secretary pursuant to Clause 6.1.7 (a);
19.3.7. If, after the close of nominations:
220.127.116.11. Only one nominee is nominated for any office then the Chairperson at the AGM shall declare
that nominee to be elected to that office.
18.104.22.168. The number of nominees for any office is more than one then a ballot in relation to these
offices shall be conducted at the AGM.
22.214.171.124. No eligible member or National Management Committee Member has been nominated then the
Chairperson shall call for late nominations from amongst those Members and National Management Committee
Members present at the AGM. If no such nominations are made and accepted by the nominees, then the
National Management Committee may make an appointment at a later date.
19.3.8. In voting for all positions, and especially for the Executive Council, Members are to consider the
capacity of the nominee for the Office
- 19.4.1. Eligibility for the National Management Committee shall comply with this Constitution.
19.4.2. Only voting members in good standing are eligible for nomination and election at the time of
nomination or election.
19.4.3. Only voting members in good standing are entitled to nominate or elect at the time of nomination
19.5. DISQUALIFICATION OF THE MANAGEMENT COMMITTEE
19.5.1. Any member of the Management Committee shall cease to be a member of the Management Committee on
the happening of any of the following events:
126.96.36.199. A written notice to that effect signed by the majority of the Management Committee is
delivered at the office with effect from the date stated in that written notice;
188.8.131.52. He or she delivers a notice of his resignation at the office with effect from:
- 184.108.40.206.1. The date on which that notice is delivered; or
- 220.127.116.11.2. Any later date stated in that notice to which the Management Committee agree;
18.104.22.168. If he or she fails to attend 3 (three) consecutive meetings of Management Committee without
good cause; or
22.214.171.124. If he or she is directly or indirectly interested in any contract or proposed contract with
the Association and fails to declare his interest and the nature thereof in the manner required by
126.96.36.199. If he or she passes, publishes or causes to be published any information to the press or
media, directly or indirectly, which information is confidential or which information will bring the
reputation of the Association in disrepute and/or intends to be detrimental to the Association in any way;
19.6. National Management Committee Meeting
19.6.1. The National Management Committee shall meet:
188.8.131.52. At least three times in each financial year at such place and at such times as the
National Management Committee may determine;
- 184.108.40.206. When called upon by the President; or
220.127.116.11. When called upon by written request to the President by no less than four National
Management Committee members.
19.6.2. For the purpose of this Clause, the simultaneous linking together of a number of members of the
National Management Committee, being not less than a quorum, by telephone or by other means of
communication by which all persons participating in the meeting are able to hear and be heard by all
other participants, shall constitute a meeting of the members of the National Management Committee and
all the provisions in this Constitution applicable to meetings of the National Management Committee
shall apply to such meetings by telephone or by other means of communication.
18.104.22.168. Written notice of each National Management Committee meeting shall be given to each member
of the National Management Committee at least 21 days before the meeting, specifying the time and venue
and the nature of the business to be transacted.
22.214.171.124. A member of the National Management Committee may introduce, at a meeting of the National
Management Committee, any matter not appearing in the notice of the meeting, provided:
- 126.96.36.199.1. The Chairperson gives his or her consent; or
188.8.131.52.2. The remaining members of the National Management Committee present give their approval by
passing a resolution by a simple majority.
184.108.40.206. The President, or in her/his absence, the Immediate Past President, shall preside; or if
the President and the Immediate Past-President are absent, another Member of the Management Committee
may be chosen by the other National Management Committee members present to preside.
220.127.116.11. No less than half the members of the National Management Committee constitute a quorum for
the transaction of the business of a meeting of the National Management Committee.
18.104.22.168. No business shall be transacted unless a quorum is present, physically or linked
electronically, and if within half an hour of the time appointed for the meeting a quorum is not present
the meeting shall stand adjourned.
22.214.171.124. Questions arising at a meeting of the National Management Committee shall be decided by a
majority of votes.
126.96.36.199. National Management Committee members will be deemed present if the meeting is conducted
in accordance with Clause 7.3.1
188.8.131.52. Each member present is entitled to one vote and, in the event of an equality of votes on
any question; the person presiding may exercise a second or casting vote.
184.108.40.206. Subject to this Constitution, the National Management Committee may act notwithstanding
any vacancy of office.
220.127.116.11. Minutes of the meeting shall be taken and be made available to all members of the National
Management Committee within one week after the end of the meeting.
19.7. POWERS AND FUNCTIONS OF THE NATIONAL MANAGEMENT COMMITTEE.
19.7.1. Subject to this Constitution, the National Management Committee shall have the following powers
- 18.104.22.168. To control and manage the affairs of the Association;
22.214.171.124. To authorise the Treasurer to distribute assets and income of the Association to such
persons or bodies in accordance with the objects of the Association;
126.96.36.199. To perform all such acts and duties, including the determination of policies and procedures
as deemed necessary by the National Management Committee for the governance of the Association;
188.8.131.52. To exercise all such powers and functions of the Association in the pursuance of the
objects of the Association with the provision that such powers and functions do not conflict with the
Act, this Constitution or any Resolution adopted at a general meeting of members.
- 184.108.40.206. To accept or reject applications for membership;
- 220.127.116.11. To expel or suspend a member in accordance with this Constitution;
18.104.22.168. To appoint committees to advise the National Management Committee or perform specific
tasks as deemed necessary by the National Management Committee;
- 22.214.171.124. To determine the powers and functions of office bearers of the Association;
126.96.36.199. To employ, contract or co-opt the services of a person or persons to advise or assist with
the management of the Association and/or such other functions as may be determined from time to time
by the National Management Committee;
188.8.131.52. To delegate powers and functions to an individual, individuals or body deemed appropriate
necessary, necessary and/or expedient;
- 184.108.40.206. To raise funds and receive donations and contributions;
- 220.127.116.11. To purchase, hire or exchange any property in pursuance of the objects of the Association;
- 18.104.22.168. To invest surplus funds.
22.214.171.124. To establish various classes of awards and may award same in accordance with the Policies
and Procedures of the Association;
- 126.96.36.199. To constitute the Executive Council as per Clause 22 of this Constitution
188.8.131.52. To submit any amendments of this Constitution to the Commissioner of the SA Revenue Services
within 30 days of its amendment.
19.7.2. As regards all persons dealing in good faith with the Association, all acts done by any meeting
of the National Management Committee, or by any person acting as it’s representative, shall,
notwithstanding that it be afterwards discovered that there was some defect in the appointment or
continuance in office of any such Management Committee or persons acting as aforesaid, or that they or
any of them were disqualified or had ceased to hold office or were not entitled to vote, be as valid as
if every such person had been duly appointed or was qualified or had continued to be a director or was
entitled to vote, as the case may be.
20. REMUNERATION OF MANAGEMENT COMMITTEE
20.1. Members of the Management Committee may be remunerated and may be paid all travelling,
accommodation and other expenses properly incurred by them in or about the performance of their duties
as Management Committee including those of attending and travelling to and from meetings of the Management
Committee or any committee of the Management Committee or at any meeting of members of the Association.
20.2. The Management Committee may remunerate the Chairman of the Association in accordance with
principles applied to Management Committee but, in addition, the Chairman may receive a retainer on a
monthly basis during tenure of office in respect of responsibilities and time, the amounts of which to
be ratified at a general meeting of members.
20.3. In the event of any member of the Association being required to conduct work on behalf of the
Association using his or her own time and facilities, the Management Committee may remunerate such
members in accordance with the agreed rate per hour or per day, in accordance with expense authorisation
20.4. The Management Committee may motivate a change in monthly retainer to be paid to the Chairman,
and the Management Committee’ per day fees, the amounts to be ratified at a general meeting of members.
21. FILLING OF CASUAL VACANCIES ON THE NATIONAL MANAGEMENT COMMITTEE
21.1. The office of a member of the National Management Committee becomes vacant if the member:
21.1.1. Resigns her/his office by one moth’s notice in writing given to the Secretary or, in the case
of the Secretary, to the President; or
21.1.2. Is removed by a resolution passed by those members present and entitled to vote at a General
21.2. In the event of a casual vacancy within the Management Committee arising, the Committee may
co-opt a voting member in good standing to fill the vacancy until the next AGM
21.3. In the event of the office of President becoming vacant, the President-elect shall assume the
office of President until the next AGM; and
21.4. In the event of a vacancy in the offices of President Elect and Immediate Past President, the
National Management Committee may appoint a member, eligible for election to the vacant office
- 21.4.1. Such member may or may not be a member of the National Management Committee;
- 21.4.2. The member so appointed may continue in office until the next AGM
21.4.3. If the appointed member is already a member of the National Management Committee, then the
Executive Council must appoint a member, eligible for election in the subsequent vacancy who may
continue in office until the AGM.
21.4.4. The National Management Committee shall have the power to co-opt consultants onto the Management
Committee where specific expertise may be required. Such co-opted consultants shall serve on the
Management Committee subject to the discretion of the Management Committee.
22. THE EXECUTIVE COUNCIL
The Executive Council of the National Management Committee shall consist of the following, all of
whom shall be Full Members of the Association as contemplated in Clause 8 of this Constitution;
- 22.1.2. President Elect
- 22.1.3. President
- 22.1.4. Immediate Past President
- 22.1.5. Secretary
- 22.1.6. Treasurer
22.2. TERM OF OFFICE OF THE EXECUTIVE COUNCIL
22.2.1. Members elected to office of the Executive Council or as a Chairman of a standing committee
of the Association, shall, subject to this Constitution, hold office for a term of 2 (two) years,
until the conclusion of the succeeding AGM, providing that no such member of the Executive Council
shall be eligible for election to such office for more than 3 (three) successive terms.
22.3. POWERS AND FUNCTIONS OF THE EXECUTIVE COUNCIL
184.108.40.206. The Executive Council shall:
- 220.127.116.11.1. Conduct the day- to- day business of the Association
18.104.22.168.2. Carry out and implement all decisions and resolutions passed by the National
22.214.171.124.3. Be accountable to and report to the National Management Committee on a regular basis,
as determined by the National Management Committee;
- 126.96.36.199.4. Convene and arrange meetings of the Association;
- 188.8.131.52.5. Prepare and distribute agendas for and minutes of meetings to members;
- 184.108.40.206.6. Co-ordinate all functions, workshops, committee meeting, etc;
- 220.127.116.11.7. Collect all monies payable to the Association;
18.104.22.168.8. Pay out or invest such funds as may be required for the welfare of the Association
or for furthering the objects of the Association, subject to the Financial Policy of the
- 22.214.171.124.9. Meet at least 8 (eight) times per annum.
23. REGIONAL BRANCHES
The National Management Committee may establish Branches in different Regions. A Regional
Branch consists of all the Members residing in a specific geographical region.
23.1. Management, Powers and Functions of Regional Branches
The voting members of a Regional Branch shall nominate a Member eligible for election, as
Regional Branch Manager. The Member so nominated shall serve in office until the next General
Meeting of the Association where the nomination shall be either accepted or rejected by simple
majority vote. In the event of rejection of a nomination, the Chairperson shall call for an
alternative member of that Regional Branch to be nominated and accepted by majority vote. If
no such nominations are made and accepted by the nominees, then the National Management
Committee may make an appointment at a later date.
- 23.2. The Regional Branch Manager shall serve ex-officio on the National Management Committee.
23.3. Regional Branches shall:
- 23.3.1. Promote the objectives of the Association in the Region
23.3.2. Subject to the Financial Policy of The Association, obtain finance from the National
Management Committee to carry out their functions.
- 23.3.3. Establish, and appoint members to serve in, Regional Committees.
23.4. Regional Branch Meeting and Activities
23.4.1. Regional Branch Chairpersons shall formally communicate with members or arrange
activities within the region at least three times in each financial year at such place and
at such times as the Regional Branch Chairperson may determine, or more if deemed necessary.
23.5.1. Written notice of each Regional Branch meeting shall be given to each member of the
Regional Branch at least fourteen days before the meeting, specifying the time and venue and
the general nature of the business to be transacted.
23.5.2. A member of the Regional Branch may introduce any matter not appearing in the notice
of the meeting, provided:
- 126.96.36.199. The Chairperson gives his or her consent; or
188.8.131.52. The remaining members of the Regional Branch present give their approval by simple
The Regional Branch Manager shall preside, or in her/his absence, another Member may be chosen
by simple majority vote by the other Regional Branch Members present to preside.
23.7.1. Ten members of the Regional Branch entitled to vote shall constitute a quorum for the
transactions of the business of a meeting of the Regional Branch.
23.7.2. No business shall be transacted unless a quorum is present, and if within half an hour
of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned.
23.8.1. Questions arising at a meeting of the Regional Branch shall be decided by a majority
23.8.2. Each member present is entitled to one vote and, in the event of an equality of votes
on any question; the person presiding may exercise a second or casting vote.
23.9.1. Minutes of the meeting shall be taken and be made available to all members of the
Regional Branch, with a copy to the National Management Committee within one week after the
end of the meeting.
23.10. Dissolution of Regional Branches
A Regional Branch may be dissolved:
23.10.1. If, by majority vote of its members, a resolution is passed to apply to the National
Management Committee to dissolve the Regional Branch; or
23.10.2. under exceptional circumstances, by resolution of the meeting of the National Management
23.10.3. Any surplus assets of the Regional Branch thus dissolved, shall be transferred to the
National Management Committee.
24.1. The Funds of The Association shall be derived from Member’s registration fees and annual
subscriptions, contributions, levies, grants, donations and such other sources as the National
Management Committee determines
24.2. No Member of The Association is permitted in any respect to pledge the credit of The
24.3. The funds of The Association shall be kept in a current account of an established Bank
and a deposit or investment account may be kept at the same Bank. Cheques drawn on current account
shall require two out of the three signatures of the National President, National Secretary and
Treasurer. Electronic Fund Transfers in excess of an amount determined by the National Management
Committee from time to time shall be authorised by any two of the three signatories by way of
electronic mail, a printed copy of which shall be kept as supporting document for such a
24.4. Funds available for investment may only be invested with registered financial institutions
as defined in section 1 of the Financial Institutions (Investment of Funds) Act, 1984, as amended.
24.5. The Association shall comply with such reporting requirements as may be determined by
the Commissioner of the South African Revenue Services from time to time.
The National Management Committee shall cause proper accounting and other records to be kept in
accordance with the Act and must comply with the requirements of the Act in respect of reporting
to the relevant authorities.
An Accounting Officer must be appointed in accordance with the Act.
The remuneration of the Accounting Officer must be fixed and the Accounting Officer’s duties
regulated in accordance with the Act.
25.2. Rights of Inspection
Subject to the Act, the National Management Committee shall determine whether and to what extent,
and at what times and places and under what conditions, the accounting records and other documents
of The Association, or any of them are open to the inspection of Members other than National
Management Committee Members, and a Member other than a National Management Committee Member does
not have the right to inspect any document of The Association except as provided by law or
authorised by resolution of the National Management Committee.
26. NO PROFITS FOR MEMBERS
26.1. Transfer of income or property to members
26.1.1. Subject to clause 9.2, all of the assets and income of The Association shall be applied
solely in the furtherance of the objectives of The Association and no portion shall be distributed
directly or indirectly to any Member.
26.1.2. Members have no rights in the property or assets of The Association solely by virtue of
their being a member or an office-bearer.
No member or office-bearer of The Association will personally be liable for any of the obligations
and liabilities of The Association solely by virtue of their status as member or office-bearer of
No member or office-bearer will personally be liable for any loss suffered by any person as a result
of an act or omission which occurs in good faith while the member or office-bearer is performing
functions for or on behalf of The Association.
28. AMENDMENTS TO THE CONSTITUTION
28.1. Subject to clause 13.2, the Constitution shall only be amended by a Special Resolution.
All proposed amendments shall be circulated in writing to all Members at least four weeks before
the General or Special Meeting and the intention to propose the resolution as a Special Resolution
must be clearly stated.
28.2. The Annexure to the Constitution are of an administrative nature and are annexed to the
Constitution solely for purpose of general information and may be amended by the National Management
Committee as and when it may be necessary.
29. DISSOLUTION AND WINDING UP OF THE ASSOCIATION
Subject to the Act, the Association may be dissolved if a Special Resolution to voluntarily wind up
the Association has been passed at a General Meeting.
If upon the completion of the winding up of the Association there remains any property or interest
in property after the satisfaction of any debts or liabilities of the Association and any costs,
charges and expenses incurred in the winding-up of the Association, the Surplus Property shall be
transferred to a Non-Profit Organisation having similar objectives to those of The Association,
nominated by those Members entitled to vote pursuant to the passing of a Special Resolution and in
accordance with Section 12.2(o) of the Act.
30. BORROWING POWERS
30.1. The Management Committee may from time to time, in their discretion, raise or borrow from
the members or other persons any sum or sums of money for the purposes of the Association, provided
that the amounts in the aggregate so raised or borrowed from time to time shall not exceed such amount
as may be determined by the Association in a general meeting from time to time.
30.2. The Management Committee may raise or secure the repayment of such monies in such manner and
upon such terms and conditions in all respects as they deem fit and in particular by the execution
of mortgage bonds or other forms of hypothecation upon all or any part of the property and rights of
the Association, both present and future.
31. DONATIONS TO THE ASSOCIATION
31.1. Provided the Association has been approved as a public benefit organization, the Management
Committee shall, in respect of every donation received, furnish to the donor in each case a receipt
of which the following particulars are given:
31.1.1. The reference number of the Association issued by the Commissioner for the South African
Revenue Service for the purposes of section 18A of the Act;
- 31.1.2. The date of receipt of the donation
31.1.3. The name of the Association, together with an address to which enquiries may be directed
in connection therewith;
- 31.1.4. The name and address of the donor;
- 31.1.5. The amount or nature of the donation; and
31.1.6. A certificate to the effect that the receipt is issued for purposes of Section 18A of the
Act, and that the donation has been or will be used exclusively for the main object of the Association.
31.2. The Management Committee shall not accept any donations to the Association, unless they are
irrevocable and subject to the terms and conditions of this MOI.
32. FINANCIAL YEAR
32.1. The financial year of the Association shall commence on 1 January and end on the last day
of December of each year.
33. ACCOUNTING RECORDS, FINANCIAL STATEMENTS AND AUDITOR
33.1. Without limiting the contents of clause 29.1 above, the Association must maintain adequate
records of all revenue received from donations, grants, and members’ fees, or in terms of any
funding contracts or arrangements with any party.
33.2. The Association shall prepare its financial statements in accordance with the provisions of
34. SAFE CUSTODY OF DOCUMENTS
34.1. Any mortgage bond, title deed or other security belonging to or held by the Association
shall be registered in the name of the Association and no such security may be transferred, disposed
of or otherwise alienated except with the approval of the Board. All such securities shall be kept
in safe custody in safes or strong rooms at the office or with a bank, as the Board may determine.
35.1. A notice may be given by the Association to any member either by advertisement or personally,
or in writing addressed to such member at his registered address or (if he has no registered address
in the Republic) at the address (if any) within the Republic supplied by him to the Association for
the giving of notices to him.
35.2. Notice of every general meeting shall be given in any manner authorised:
35.2.1. To every member of the Association except, in the case of notices to be given personally or
in writing, those members who (having no registered address within the Republic) have not supplied
to the Association an address within the Republic for the giving of notices to them;
35.2.2. Any notice in writing shall be deemed to have been served at the time when the letter
containing the notice was posted and in proving the giving of the notice in writing, it shall
be sufficient to prove that the letter containing the notice was properly addressed and disseminated.
36. PROHIBITION ON DISTRIBUTION OF INCOME AND PROPERTY
36.1. The income and property of the Association, whenever derived, shall be applied solely
towards the promotion of the Association’s main objects 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 Association, 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, as remuneration for any services actually
rendered to the Association.
37.1. 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/s or
institution/s having objects similar to its main object, to be determined by the members of the Association
37.2. The entity receiving the transfer of assets upon dissolution shall be:
- 37.2.1. An entity approved by the SARS Commissioner.
- 37.2.2. A public benefit organisation approved in terms Section 30 of the Income Tax Act.
- 37.2.3. An institution , board or body which is exempt from tax under section 0(1)(Ca)(i) of the Income Tax Act; or
- 37.2.4. The government of the Republic in the national, provincial or local sphere.
38. LIMITATION OF LIABILITY OF MANAGEMENT COMMITTEE
38.1. Each director, alternate director, manager, Executive Officer and other officer of the Association, and
person employed by the Association as its auditor, shall be indemnified by the Association against any liability
incurred by him from time to time in that capacity in defending proceedings (whether civil or criminal) in which
judgement is given in his favour or in which he is acquitted or in respect of any of those proceedings which are
abandoned or in connection with any application made under Section 248 of the Act in which relief is granted to him
by a court of competent jurisdiction.