Our constitution

Kenton on Sea Ratepayers Association

 

  1. NAME, DOMICILIUM AND AREA OF OPERATION
    1. The name of the Association shall be the Kenton-on-Sea Ratepayers Association.
    2. The domicilium of the Association shall be located in Kenton-on-Sea at such physical address as the Executive Committee may from time to time determine.
    3. The area of operation shall be the previously recognised municipal area of Kenton-on Sea and such other areas as may apply to become part of the association and which are approved of by the Executive Committee from time to time, provided that any such area does not fall within the area of any other ratepayers’ association or similar organisation.
  2. DEFINITIONS 
    In this constitution, unless the context otherwise requires, the following definitions shall apply:
    1. The ‘Accounting Officer’ means any person who would be recognised as such in terms of the close corporations act.
    2. The ‘Association’ means the Kenton-on-Sea Ratepayer Association. 
    3. The ‘Executive Committee’ means the Executive Committee elected by the members of the association as provided for in this constitution. 
    4. The ‘Financial Year’ means the period from 1 November in any year to 31 October the following year. 
    5. ‘Financial Statements’ means a balance sheet and an income and expenditure statement prepared in conformity with generally accepted accounting practice as at the year end of the association. 
    6. ‘Fixed Property’ means any immovable property situated within the area of operation of the association which is rateable by the Ndlambe Municipality.
    7. ‘General Meeting’ means a meeting at which all members are entitled to be present and vote and which has been convened in accordance with the constitution, and ‘Annual General Meeting’ and ‘Special General Meeting’ shall have corresponding meanings. 
    8. ‘Member’ means a member qualified in terms of clause 5 of this constitution. 
    9. ‘Object’ means an object as defined in clause 3 of this constitution. 
    10. ‘Office bearers’ means the office bearers appointed in terms of clause 8 of this constitution.
    11. ‘Permanent Resident’ means any person occupying any fixed property as a primary place of residence.
  3. OBJECTS 
    The objects of the Association are:
    1. To watch over the interests of members, regarding the activities of local government in respect of fixed property owned or occupied by them within the area of operation of the Association, and in so doing, to favourably influence for the benefit of its members the legislative, administrative and general activities of the municipal and provincial councils in whose area of jurisdiction such properties of members are situated.
    2. To protect, maintain and improve the amenities of Kenton-on-Sea and its environs for the benefit of all residents of, and visitors to, the area. 
    3. To raise funds by subscription or any other lawful means in order to give effect to the objects of the Association.
    4. To collaborate with other ratepayers’ associations or similar organisations in furthering any of the objects set forth above.
  4. CORPORATE BODY
    1. The Association shall be a voluntary association constituted under South African law, capable of suing and being sued in its own name. 
    2. The Association shall be a non-profit organisation and its funds shall be applied solely towards achieving its objects. All surpluses of revenue over expenditure shall be retained by the Association to be applied against future expenditure for that purpose.
    3. The Association shall be a non-political organisation and shall not align itself to any political party.
  5. MEMBERSHIP
    1. All natural and juristic persons owning fixed property and all permanent residents occupying fixed property within the area of operation of the Association shall be eligible for membership.
    2. All prospective members shall apply in writing and all such applications shall be considered by the Executive Committee, whose decision shall be final. 
    3. All members shall be deemed to be bound by the provisions of this constitution.
    4. The liability of any member shall be limited to any outstanding subscriptions and no member shall have any liability for payment of any of the debts of the Association.
    5. Subject to clause 5.1 above, all natural and juristic persons who are paid-up members of the Association in terms of its existing constitution shall be eligible to become members of the Association as from the effective date as specified in clause 21 of this constitution. 
  6. SUBSCRIPTIONS 
    1. All membership subscriptions and other amounts payable to the Association shall be determined by the members of the Association in general meeting and shall, unless otherwise determined, be payable annually in advance within 90 days of 1 November in any given year. 
    2. A member elected six months after the commencement of any financial year shall pay half the annual subscription in respect of such year within 90 days following notification of admission of such member.
  7. TERMINATION OF MEMBERSHIP

    Membership of the Association shall be terminated in any one of the following ways:

    1. By the written resignation of any member submitted to the Association. 
    2. By the failure of a member to pay membership subscriptions or any other amounts owing to the Association within 90 days of due date. 
    3. By the death of any member who is a natural person, or by the sequestration of the estate of any person who is a natural person, or by the liquidation of any juristic person who is a member, subject however, to the condition that should the legal representative of such natural person’s estate or of such juristic person under liquidation elect to remain a member of the Association he may do so subject to his complying with all provisions of this constitution relating to membership.
    4. By the cessation of ownership or occupation of fixed property as referred to in clause 5.1 on the part of any member. 
  8. EXECUTIVE COMMITTEE AND OFFICE BEARERS OF THE ASSOCIATION 
    1. The Executive Committee shall consist of paid-up members of the Association elected on a show of hands at each annual general meeting, who shall remain in office until the closure of the next succeeding annual general meeting. 
    2. Nominations for election to the Executive Committee shall be made in writing, signed by the proposer and seconder (who must be paid-up members of the Association) such nomination to be accepted in writing by the nominee. Any such nomination shall be received by the Association at least 48 hours preceding the time appointed for the commencement of the annual general meeting concerned. Nominations may also be made and seconded orally at the annual general meeting itself. 
    3. The Executive Committee shall consist of a minimum of five and a maximum of twelve persons. 
    4. At the first meeting of the Executive Committee following its appointment in terms of this clause, the committee shall appoint the following office bearers from amongst their number:  The Chairperson  The Treasurer   Members responsible for primary management of aspects of the committee’s activities as it may determine.   
    5. A quorum of the Executive Committee shall consist of five committee members. Failing the presence of a quorum the Chairperson shall adjourn the meeting by one week to be held at the same venue and time as the meeting so postponed. At such second meeting any number of members present shall constitute a quorum.
    6. Any member of the Executive Committee shall be entitled to nominate an alternate to attend any meeting in his or her stead. 
    7. In the event that the Chairperson is unable to attend any meeting, the members of the Executive Committee then present shall appoint a Chairperson for such meeting from amongst their number. 
    8. Any vacancy on the Executive Committee may be filled by co-opting such members as the Executive Committee may decide. 
    9. Decisions of the Executive Committee shall be determined by a simple majority vote. In the event of a tied vote the Chairperson shall have a casting vote in addition to a deliberative vote. 
    10. Subject to the provisions of clause 9.11 hereof and of any law requiring otherwise, members of the Executive Committee shall keep confidential all matters discussed and/or tabled at any meeting of the Executive Committee.
  9. POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE
    The powers and duties of the Executive Committee shall be as follows:
    1. To generally give effect to and carry out the objects of the Association and any decision of the members passed at a general meeting. 
    2. To determine all business that requires to be considered at any general meeting of the members. 
    3. To ensure the preparation of the financial statements of the Association for submission to the members at any annual general meeting.
    4. To appoint an independent accounting officer to the Association who shall prepare the financial statements.
    5. To open and operate an account or accounts with any registered bank subject to all banking documentation, whether electronic or otherwise, for the operation of such accounts being approved by two members of the Executive Committee, one of whom shall be either the Chairperson or the treasurer.
    6. To invest any funds not immediately required for the purposes of the Association in financial institutions as defined in section 1 of the financial services board act 1990; and to re-invest the income from such investments from time to time;
    7. To dispose of or otherwise deal with any of the Association’s assets.
    8. To engage and dismiss staff and to determine conditions of service of such staff.
    9. To settle the debts and other obligations of the Association.
    10. To take any action required including that of legal proceedings to defend the Association against any claim made against it or to enforce any right which it may have.
    11. If the Association provides funds to an Association of persons or other entity contemplated in paragraph (b)(ii) of the definition of a public benefit organisation in the income tax act no.58 of 1962, it shall take reasonable steps to ensure that the funds are utilised for the purpose for which they have been provided.
    12. To do all other things required to transact the business of the Association or advance its interests with due regard being had to the Association’s objects.
    13. To keep records of all matters dealt with in terms of this clause 9, as well as minutes of all decisions on matters properly put before it at any of its meetings. Such records and minutes shall be available for inspection by any paid-up member on reasonable notice.
    14. The Association may not carry on any business undertaking or trading activity otherwise than to the extent that it confirms to section 30(3)(B)(IV) of the Income Tax Act, 58 of 1962.
    15. No funds shall be distributed to any person (other than in the course of undertaking any public benefit activity).
    16. No donation shall be accepted save in terms of section 30(3)(b)(iv) of the Income Tax Act, 58 of 1962.
    17. No remuneration shall be paid to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered.
  10. LIMITATION OF LIABILITY AND INDEMNITY
    1. No member of the Executive Committee shall be liable to the Association or any of its members for any loss or damage flowing from any act or omission unless the same was caused by bad faith or gross negligence.
    2. The Association shall indemnify and hold harmless any Executive Committee member in respect of any loss or damage flowing from any authorised act or omission on the part of such member carried out in the course and scope of his activities as a committee member unless the same was caused by bad faith or gross negligence.
  11. MEETINGS OF THE EXECUTIVE COMMITTEE
    1. Ordinary meetings of the Executive Committee shall be held at least six times annually on such dates and at such times as its members may agree from time to time or as the Chairperson may determine. Special meetings of the committee may be convened on not less than 48 hours’ notice to consider any urgent matter upon the requisition of the Chairperson or any other two members of the committee. The provisions of clause 8.4 shall not apply to such a special meeting, those present being deemed to be a quorum.
    2. Minutes of all meetings of the Executive Committee shall be maintained in accordance with good practice and be confirmed at the next succeeding meeting of the Executive Committee.
  12. DISQUALIFICATION, RESIGNATION OR REMOVAL FROM OFFICE OF EXECUTIVE COMMITTEE MEMBERS
    1. Any of the following persons shall be disqualified from being appointed as a members of the Executive Committee, namely:
      1. An unrehabilitated insolvent.
      2. Any person removed from an office of Trust on account of misconduct.
      3. Any person who has at any time been convicted (whether in the republic or elsewhere) of theft, fraud, forgery or uttering a forged document, perjury, an offence under the Prevention of Corruption Act, Act No 6 of 1958, or any offence involving dishonesty. 
      4. Any person who is disqualified from being appointed or acting as director of a company in terms of the Companies Act, Act No 61 of 1973. 
      5. A minor or any person under legal disability (e.g. under curatorship). 
      6. Any person appointed to hold any political office, whether at local, provincial or national level.
    2. A committee member and/or his alternate shall cease to hold office if:
      1. He becomes a disqualified person in terms of the provisions of clause 12.1 above.
      2. He submits his resignation in writing.
      3. He ceases to own or occupy any fixed property as defined in clause 2.5 of this constitution.
      4. He fails to attend any two consecutive meetings of the Executive Committee without good cause being shown to the Executive Committee.
  13. COSTS AND EXPENSES OF COMMITTEE MEMBERS COSTS AND EXPENSES OF COMMITTEE MEMBERS
    1. No committee member shall be entitled to any remuneration for any services rendered to the Association in discharging his duties as a committee member
    2. Any costs reasonably incurred by a committee member in discharging his duties shall be refundable to such member upon prior approval by the Executive Committee.
  14. MEETINGS OF THE ASSOCIATION
    1. An Annual General Meeting of the Association shall be held within 90 days of each financial year end. Thirty days’ notice of such a meeting shall be given to each member, such notice being deemed to have been received by any member within seven days from date of posting or within 24 hours from the time of being transmitted electronically by way of email or facsimile.
    2. A Special General Meeting may be requisitioned in writing by no less than 15 per cent of paid up members or by the Executive Committee. Such meetings shall be held at a time and place determined by the Executive Committee subject to 14 days’ notice thereof being given to each member in accordance with the provisions of clause 14.1 above.
  15. MOTIONS AT GENERAL MEETINGS
    1. Any motion to be moved by any member at any annual or special general meeting shall be given in writing and delivered to the Association at least 21 days prior to the date of the relevant meeting. Any such motion shall be signed by two members as proposer and seconder. The Association shall forward a copy of such motion to members together with notice of such meeting or as soon as possible thereafter.
    2. Notwithstanding the provisions of clause 15.1 above any urgent motion adjudged by the members at any annual or special general meeting to be of importance may be moved from the floor by any member provided that such motion shall have been duly seconded.
  16. QUORUM AT A GENERAL MEETING
    1. A quorum at any general meeting shall consist of members or their proxies present and entitled to vote constituting not less than 15 per cent of members. Failing the presence of such a quorum the meeting shall be adjourned for one week to the place and at the time as the Chairperson shall direct. Any number of members present in person or by proxy at such second meeting shall constitute a quorum.
  17. PROXIES AT GENERAL MEETINGS
    1. Any member shall have the power to appoint a proxy to represent that member at any general meeting, subject to the completion of a proxy form as determined by the Executive Committee. Any such proxy form must be received by the Association no later than 24 hours prior to the meeting concerned, failing which the appointment of such proxy shall be null and void.
  18. PROCEEDINGS AND VOTING AT GENERAL MEETINGS
    1. The agenda for any annual general meeting shall be determined by the Executive Committee and shall include provision for discussion and approval of the annual report and financial statements, the election of members of the Executive Committee and all motions properly put before the meeting.
    2. The agenda for any special general meeting shall be determined by the Executive Committee and shall include all motions properly put before the meeting.
    3. The Chairperson of the Executive Committee shall be Chairperson of any general meeting.
    4. In the absence of the Chairperson of the Executive Committee a general meeting shall be chaired by any other member of the Executive Committee nominated thereto by the Executive Committee.
    5. Save as provided in clauses 19 and 20 of this constitution all decisions at any general meeting shall be taken by a simple majority vote. In the event of a tied vote the Chairperson shall have a casting vote in addition to a deliberative vote. 
    6. Voting shall be by a show of hands unless a ballot is demanded by any member. Each member shall be entitled to one vote only on each motion.
  19. AMENDMENT OF CONSTITUTION
    1. Any provision of this constitution may be amended at a general meeting by way of a special resolution passed by a two-thirds majority of all members or their proxies present and entitled to vote at such a meeting.
  20. WINDING UP 
    1. The Association may be dissolved at a general meeting by special resolution passed by not less than two-thirds of the members of the Association or their proxies present and entitled to vote at such a meeting, which meeting shall specifically be called only for the purpose concerned. 
    2. On dissolution, the net assets of the Association may be realised for cash and such assets or cash shall by resolution passed at a general meeting of members of the Association, either be transferred or paid over either to a non-profit organisation which has similar aims and objects as this Association or to a non-profit charitable organisation operating in the area of operation as specified in clause 1.3 of this constitution. 
  21. EFFECTIVE DATE 
    1. This constitution shall come into effect on the date upon which the existing constitution is rescinded and this constitution is adopted by the members of the Association, which date shall be deemed to be the effective date.

 

Watching over the interests of residents & property owners in
Kenton-on-Sea and Ekuphumleni.

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