CONSTITUTION OF SHALOM RESPITE CARE CENTRE
Reg No: 2001/00235708. NPO: 003-990. PBO: 930000461. Section 18A: PM/0062/03/04
1.1 The name of the Centre shall be Shalom Respite Care Centre (hereinafter referred to as Shalom).
1.2 The organisation shall:
1.2.1 Exist in its own right, separately from its members;
1.2.2 Continue to exist even when its membership changes and there are different office bearers;
1.2.3 Be able to own property and other possessions;
1.2.4 Be able to sue and be sued in its own name;
2 OFFICE (Domicilium et exucanti)
2.1 The office of Shalom shall be situated at Shalom being Portion 43 (a Portion of Portion 31) of Farm Kaalfontein 44 IQ North West) or at such other place as the Board of Management may from time to time decide.
3 AREA OF OPERATION AND OF FUND RAISING
3.1 The Area of Operation and of Fund Raising shall be the Republic of South Africa or overseas if funds are forthcoming.
4 NON-PROFIT ORGANISATION
4.1 Shalom shall be a non-profit organisation and save in terms of Clause 5 hereof, any property or income of Shalom shall be utilised solely in the furtherance of its Mission Statement and it shall be prohibited from transferring any portion thereof directly or indirectly in any manner whatsoever so as to profit any person other than by way of payment in good faith of reasonable remuneration to any officer or employee of Shalom for any service actually rendered to it.
4.2 Shalom may not have the power to carry on any business. (This includes, inter alia, ordinary trading operations in the commercial sense, speculative transactions, dividend stripping activities as well as the letting of property on a systematic or regular basis.)
4.3 The activities of Shalom will be confined to the Republic of South Africa and the funds of the institution will be applied within this area.
5. MISSION STATEMENT
Provide professional and wholistic care to profoundly intellectually and physically disabled residents on a long term or respite basis, whilst ensuring sustainability of this service.
6.1 Shalom shall have all such powers as are necessary or incidental to the carrying out of the Mission Statement of Shalom, and in particular without limiting the generality of the aforementioned, the following powers:
6.1.1 To establish a fund for the endowment of Shalom and/or to enable fees for the use of any of Shalom’s facilities to be reduced or waived and for this purpose to set up fund raising committees, employ officials and take such other steps by personal or written appeals, public entertainments, meetings or otherwise, as may from time to time be deemed expedient;
6.1.2 To take or accept moneys for services rendered, funds, securities, donations, gifts, bequests and inheritances, whether conditional or unconditional for the purpose of Shalom;
6.1.3 To purchase, take on lease or in exchange, hire or otherwise acquire any movable or immovable property, buildings, rights or privileges, which may be considered necessary or convenient for the realisation of its objects;
6.1.4 To erect, maintain, improve, alter, repair and equip buildings or erections for its purpose;
6.1.5 To print and publish or cause to be printed and published any newspapers, periodicals, books, leaflets or other literature that may be desirable for the promotion of Shalom’s Mission Statement;
6.1.6 To co-operate with, join with or support financially or otherwise other organisations which are registered in terms of the Non Profit Organisations Act, 1997 (Act 71 of 1997), for promoting of the Mission Statement as mentioned in Clause 5;
6.1.7 To affiliate with or amalgamate with any organisation having objects similar to those of Shalom and which is registered in terms of the Non Profit Organisations Act, 1997 (Act 71 of 1997);
6.1.8 To form a library or make a collection of books, periodicals, publications, recordings, films, photographs, drawings and illustrations useful for promoting the educational work of Shalom and for assisting students and research workers;
6.1.9 To make representations to Government Departments, or to provincial, divisional, Municipal, District, Rural, Local or Educational Authorities;
6.1.10 To establish a Board of Management and Sub-Committees as may be required;
6.1.11 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, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No 1 of 1985);
6.1.12 To sell, exchange, donate, lease, mortgage, pledge and otherwise deal with all or any of its assets;
6.1.13 From time to time to borrow by way of overdraft or loan or otherwise and if necessary to pledge and mortgage all or any of its assets as security for the borrowing;
6.1.14 To open trade accounts with any commercial institution and banking accounts at a banking institution, Building Society or the Post Office Savings Bank and to operate such accounts in such manner as the Board of Management subject to the provisions of this Constitution may determine from time to time;
6.1.15 To draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, bills of exchange or other negotiable or transferable instruments, in such manner as the Board of Management subject to the provisions of this Constitution may determine from time to time;
6.1.16 To give guarantees or surety ships for the performance of any contract or obligation by any person, company or association;
6.1.17 To pay out of the funds of Shalom all costs, charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of Shalom;
6.1.18 To employ such officers and staff and at such remuneration, as may by expedient, and where financially possible, endeavor to support superannuation, pension and/or other funds for the benefit of employees;
6.1.19 To do all such other things as are incidental or conducive to the attainment of or to the furtherance of the Mission Statement s mentioned in Clause 5 or any of them.
7.1 A member shall be defined as parents, or primary caregiver of long term residents of Shalom to a maximum of 2 people per resident. This shall include Respite Residents who have utilised the services of Shalom within a 2 year period and for a minimum of a week per annum. The Board of Management has the authority with majority vote at a Board of Management meeting, to offer membership to other interested and beneficial parties.
7.2 The Board of Management at an Annual General Meeting, may suggest to those present, offering a person Honorary Life Membership for a specific reason.
7.3 Corporate Members shall be any organisations or associations whether corporate or not incorporated, who are invited by the Board of Management to become Corporate Members and who accept such invitation.
7.4 Membership of Shalom shall be terminated as follows:
7.4.1 if the Board of Management decides that continuation of a person’s membership may be harmful to Shalom. Such member must first be invited to attend a meeting of the Board of Management to be told of such a decision so that he can make representations if he so wishes.
- if a member tenders his resignation in writing to the Board of Management.
- Membership will be withdrawn from parents or primary caregivers of residents who are two (2) months in arrears of the fees without seeking an arrangement from the Board of Management.
- A Register of Members shall be kept.
8 BOARD OF MANAGEMENT
8.1 The affairs of Shalom shall be managed by a Board of Management consisting of not less than five (5) and not more than twelve (12) members of Shalom and shall serve for one year and are eligible for re-election.
8.2 Should the number of the Board of Management at any time fall below five (5), the remaining members of that Board shall appoint such further members to the Board of Management as may be required to bring the number on that Board up to five (5). Until such appointments have been made, the Board of Management shall not be entitled to conduct any other business. Such appointments to fill vacancies shall be subject to confirmation as laid down in paragraph 7.1.
8.3 The work of Shalom shall be carried out by the Board of Management in such manner as it may consider necessary and proper, subject to the provisions of this Constitution.
8.4 At its first meeting after the Annual General Meeting, the Board of Management shall elect from amongst themselves a Chairman, Treasurer, Secretary and a Vice-Chairman, who shall remain in office until the election of the Board of Management at the next succeeding Annual General Meeting.
8.5 At the first meeting of the Board of Management, the Treasurer will provide a list of all reoccurring service providers to evaluate the status and validity of such contracts.
8.6 The Board of Management may fill any vacancies which may occur amongst the office bearers referred to in paragraph 8.2 of this Clause.
8.7 The Board of Management shall meet at least once in every quarter. Not less than three (3) days notice of any such meeting shall be given by the Secretary to all members of the Board of Management. Half plus one (1) of the members of the Board of Management present shall form a quorum.
8.8 Minutes will be taken at every meeting to record the Board of Management’s decisions. The minutes of each meeting will be given to The Board of Management members at least two (2) weeks before the next meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the Board of Management and shall thereafter be signed by the Chairperson.
8.9 Members of Shalom or other interested persons may be co-opted on to the Board of Management for their special experience of knowledge.
8.10 Paid officials of the organisation may serve on the Board of Management from time to time in an advisory Ex-Officio capacity and will have no voting rights.
8.11 Any vacancies occurring during the year from the members of the Board of Management as elected at the Annual General Meeting may be filled by a resolution of the Board of Management.
8.12 Generally the Board of Management shall, subject only to the Members in an Annual or Special General Meeting deciding otherwise, have all such powers as are enumerated in Clauses 6.1.1 to 6.1.19 inclusive.
8.13 No member of the Board of Management may have any direct or indirect interest in or benefit from any contract which the management may conclude with any company.
8.14 A member of the Board of Management shall be deemed to have vacated his office if:
8.14.1 The Board of Management by a Resolution of which not less than seven (7) days’ notice has been given to such member, deprives him of his office.
8.14.2 A member gives written notice to the Chairman of his resignation as a member of the Board of Management.
8.15 Voting at a Board of Management Meeting will be by a show of hands and the Chairman will have the casting vote if required.
9.1 The organisation will keep a record of everything it owns.
9.2 The organisation may not give any of its money or property to its members or office bearers. The only time it can do this is when it pays for work that a member or office bearer has done for the organisation. The payment must be a reasonable amount for the work that has been done.
9.3 A member of the organisation can only get money back from the organisation for expenses that she or he has paid for or on behalf of the organisation.
9.4 Members or office bearers of the organisation do not have rights over things that belong to the organisation.
9.5 All property, movable or immovable, belonging to Shalom, or to which it is or may become entitled shall be vested in the Board of Management any two of whom when authorised thereto by the Board, shall have power to acquire, hold, alienate, mortgage, exchange or donate movable or immovable property on behalf of Shalom and to execute all and any documents necessary to give effect to such transactions.
9.6 Notwithstanding the provisions of this clause, the Board of Management shall have the right to delegate its powers, including the right to operate Shalom’s accounts referred to in Clause 6.1.15 hereof, provided such accounts are operated jointly by not less than two (2) persons, one (1) of whom shall be a Member of the Board of Management or an office bearer.
9.7 At least 75% of the net income (including donations) of Shalom must be expended in the furtherance of its Mission Statement within a period of twelve months from end of the financial year during which it accrued, provided that where funds are to be accumulated for a specific capital project, the permission of the Receiver of Revenue must be obtained.
10.1 Financial Year of Shalom shall be from 1 March of each year to 28 February of the ensuing year.
10.2 The Board of Management shall operate the funds of Shalom through bank accounts. A set of accounts shall be kept.
10.3 In terms of a directive from the Commissioner of Inland Revenue all other shares donated or bequeathed to an institution exempt from paying income tax may be held without jeopardising the exempt status of the institution.
11. ANNUAL GENERAL MEETING (AGM)
11.1 The Annual General Meeting of Shalom shall be convened by the Board of Management and at least twenty one (21) days written notice of this shall be given to all members which will include the Agenda for the meeting and the Minutes of the pervious AGM. Electronic distribution of notice is acceptable.
11.2 The meeting shall be held between 1 April and 30 September each year.
11.3 The Chairman of the Board of Management shall preside at such meetings. If he is not present the Vice-Chairman shall preside and in the absence of the Chairman and the Vice-Chairman, the meeting shall elect a Chairman and the following business shall be transacted:
11.3.1 Confirmation of the minutes of the previous Annual General Meeting and of any other Special General Meetings;
11.3.2 Presentation of Annual Reports and financial statements that are accompanied by an Accounting Officer’s Report.
11.3.3 Election of members of the Board of Management.
11.3.4 Appointment of an Accounting Officer or auditor.
11.3.5 Any other business deemed relevant by the Chairman.
11.4 At each Annual General Meeting one third (1/3) of the serving members of the Board of Management shall retire but shall be eligible for re-election. The members of the Board of Management to retire shall be those who have the longest service, and should it be necessary to decide which of two (2) or more members of the Board of Management who have equal length of service shall retire, the question shall be decided by drawing lots.
11.5 No person who is not a member of Shalom shall be eligible for election as a member of the Board of Management but may be coopted as an Ex-Officio member.
11.6 The quorum at an Annual General Meeting shall be one third (1/3) of the members entitled to vote, or their representatives and proxies who have been appointed in writing, unless specially otherwise provided in this Constitution.
11.7 If there is no quorum at an Annual General Meeting, the meeting shall stand adjourned for seven (7) days, at the same time and place. The members present or represented at the adjourned meeting shall constitute a quorum. No notice shall be required to be given of the adjourned meeting.
11 SPECIAL GENERAL MEETING (SGM)
12.1 The Board of Management may at any time call a Special General Meeting of members and additionally shall, at the written request of one third (1/3) of the membership or of ten (10) members whichever is the less, convene such a meeting within twenty one (21) days of the receipt of the request. The notice shall state the business which is to be transacted at a Special General Meeting, and no other business may be transacted.
12.2 A quorum for a Special General Meeting will
be those present.
13 VOTING AT ANNUAL AND SPECIAL GENERAL MEETINGS
13.1 Every member is entitled to attend and to vote at an Annual General Meeting (AGM) or a Special General Meeting (SGM) and to appoint a proxy in writing. A company member may appoint, in writing, one representative to attend and to vote at the two afore mentioned types of Meetings.
13.2 At an AGM or SGM a resolution put to the vote shall be decided on a show of hands unless either prior to, or on the declaration by the Chairman of the result of the show of hands a poll is demanded by any person entitled to vote at any such meeting.
13.3 Unless a poll be so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried shall be conclusive evidence of that fact without proof of the number or proportion of votes recorded in favour of or against such resolution.
13.4 A demand for a poll may be withdrawn.
13.5 A poll, if demanded, shall be taken in such a manner as the Chairman thinks fit, and the result of the poll shall be deemed to be the resolution of the meeting at which such a poll was demanded.
13.6 The Chairman will have the casting vote if required.
124 AMENDMENT TO CONSTITUTION
14.1 The Constitution may be amended at an Annual or Special General Meeting, provided that the reasons for and details of the proposed amendment are incorporated in the notice convening the meeting.
14.2 The amendment shall only become effective if not less than two thirds (2/3) of those present in person or by proxy vote in favour of the amendment.
14.3 Notice of such meeting shall be in writing to each member at least twenty one (21) days before the date thereof.
14.4 A quorum of such meeting shall be eight whether present in person, or represented by proxy.
14.5 Each and every such amendment shall be copied to the Commissioner for Inland Revenue and the Director of NonProfit Organisations Act, 1997 (Act 71 of 1997).
15.1 Each member of the
Board of Management shall be and is hereby indemnified by Shalom against any
loss, expense or damage incurred in the discharge of or arising from his
duties, provided that such loss, expense or damage is not attributable to his
own negligence and no member of the Board of Management shall be held
personally liable for the acts done by him in good faith and for the benefit of
Shalom. No member of the Board of
Management shall be held liable for the act or omissions of any other member of
the Board of Management.
14 LIMITATION OF RIGHTS AND LIABILITY OF MEMBERS
16.1 Membership of Shalom does not and shall not give to any member any proprietary right, title or claim to, or any interest in the property or assets of Shalom, nor does a member by such membership incur personal financial liability in respect of any claim made or action taken against Shalom.
15 LEGAL ACTION
17.1 Shalom shall sue or be sued in the name of SHALOM RESPITE CARE CENTRE. Powers to sue or defend shall be signed by any two (2) members of the Board of Management.
16 DISSOLUTION OF SHALOM
18.1 Shalom may be dissolved if not less than two thirds (2/3) of the members present and voting at a Special General Meeting of members convened for the purpose of considering such matters are in favour of dissolution. Not less that twenty one (21) days notice shall be given of such meeting and the notice convening the meeting shall clearly state that the question of dissolution of Shalom and disposal of its assets will be considered.
18.2 If upon dissolution of Shalom there remain any assets whatsoever after the satisfaction of all its debts and liabilities, such assets shall not be paid to or distributed among its members but shall be transferred to charitable institutions within the Republic of South Africa, which are themselves exempt from income tax in terms of section 10(1)(f) of the Income Tax Act and which are registered in terms of the NonProfit Organisations Act, 1997 (Act 71 of 1997), as may be decided either by the members at the Special General Meeting at which it was decided to dissolve Shalom, or in default of such decision as may be decided by the Director of NonProfit Organisations Act, 1997 (Act 71 of 1997).
CERTIFIED A TRUE COPY
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