Sparrows Constitution

Index

  1. Name
  2. Area of Operation
  3. Registration
  4. Child Welfare South Africa Membership
  5. Object
  6. Principles
  7. Functions of the Organisation
  8. Membership
  9. Management and Committees
  10. Meetings of the Organisation
  11. Finance and Assets
  12. Amendments to the Constitution
  13. Dissolution of the Organisation
  14. Disposal of Assets

  1. Name [Nonprofit Organisations Act, 1997, Section 12(2)(a)]

    The name of the Organisation shall be Child Welfare South Africa: Tsolwana and Sparrows Child and Youth Care Centre, hereafter referred to as the Organisation.

  2. Area of Operation

    The Organisation shall operate in the magisterial district of Tarkastad.

  3. Registration

    The Organisation shall be registered in terms of all relevant legislation.

  4. Membership

    The Organisation shall be a member of Child Welfare South Africa and shall pay the required membership fee as determined by Child Welfare South Africa, from time to time.

  5. Object [Nonprofit Organisations Act, 1997, Section 12(2)(b)]

    The object of the Organisation shall be to protect and promote the development, interest, safety and well being of children within the context of family and community and to safeguard the rights of children.

  6. Pinciples

    The Organisation shall:

    1. Accept as a primary consideration the fulfilment of the object of the organisation in all policy and management decisions and efforts.
    2. Be voluntary by nature and this characteristic shall be reflected in its management;
    3. Remain non-governmental;
    4. Confirm its belief in the dignity, diversity, equality and worth of all people;
    5. Be committed to developing and maintaining services which are accessible and relevant to the basic needs of children within the context of family and/or community;
    6. Be committed to provide services which are affordable in the context of this community;
    7. Emphasise preventive, promotive and developmental approaches in the planning and the implementation of its services;
    8. Be committed to creating public awareness of children's needs and rights and society's responsibility to create a nurturing environment for them.

  7. Functions of the Organisation

    In order to achieve its object the Organisation shall, to the extent possible:

    1. provide relevant and appropriate programmes in the form and languages that are accessible to all the people in its area of operation;
    2. render child-, family- and community-centred services in order to build capacities and promote development of all the people in its area of operation;
    3. facilitate the development of human and structural resources within its area of operation in order to preserve family-life and enhance people's own capacity, self-reliance and the development of community support networks;
    4. emphasise preventive, promotive and developmental approaches in the planning and implementation of its services;
    5. provide accommodation for children who are neglected, abused, abandoned and orphaned;
    6. enhance and promote services and programmes which provide for the physical care of children and which ensure their social, emotional, intellectual and spiritual growth and development.
    7. manage, administer and maintain the Sparrows Child and Youth Care Centre, buildings and grounds in such a way that it provides for the needs of children and services their interest;
    8. employ such staff as is necessary to achieve the aims and objectives of the Organisation;
    9. take steps to bring about the removal of conditions detrimental to the emotional and physical well-being of the children, families and community it serves;
    10. seek, create, liaise and/or collaborate and develop networks with government and other organisations;
    11. initiate and undertake fundraising and public relations activities in lieu of Child and Youth Care Centre as well as the social work and community services and community development programmes;
    12. advocate, promote and support legislative and other measures designed to meet the needs and protect the rights of children;
    13. identify, investigate assess and undertake research in respect of social and other conditions, deficiencies in services and legislation relevant to the Centre, the Organisation, as well as the recipients of its services;
    14. compile statistical data to facilitate the Organisation's own planning and service rendering;
    15. furnish Child Welfare South Africa and relevant state departments with statistical data in prescribed manner and form, in order to contribute to the development of appropriate policies and legislation, the planning of programmes and the rendering of services, relevant to all of Tarkastad's children, their families and communities;
    16. facilitate and provide training of the Organisation's human resources;
    17. utilise its property and income solely in the furtherance of its Object, payment in good faith of reasonable remuneration to its officers and employees for services actually rendered;
    18. take all such other action as may be necessary to the achievement of its Object.

  8. Membership

    1. Membership shall be as follows:
      1. Ordinary Members
        1. Any person who has been accepted as an ordinary member, who is over the awe of eighteen (18) and has paid an annual membership fee as determined by the Management Committee from time to time, becomes a voting member with a right to vote at Annual General Meetings, Special General Meetings and at the meeting of every committee on which such a Member sits, as well as relevant meetings referred to in clauses 10 and 11 of this Constitution. [Nonprofit Organisations Act, 1997, Section 12(3)(a) and (e)]
      2. Life Members
        1. Any person who subscribes an amount of R800.00 (eight hundred Rand) to the Organisation. The amount shall be determined from time to time by the Management Committee. [Nonprofit Organisations Act, 1997, Section 12(3)(a) and (e)]
      3. Honorary Members
        1. Any person elected by the members of the Organisation from time to time. [Nonprofit Organisations Act, 1997, Section 12(3)(a)]
      4. Co-opted Members
        1. The Management Committee of the Organisation may, on the proposal of one of its members at any time, co-opt any person, provided two-thirds (2/3) of its members present at a duly constituted meeting vote for the co-option of such a person. [Nonprofit Organisations Act, 1997, Section 12(3)(a)]
      5. Forfeiture of Membership of the Organisation [Nonprofit Organisations Act, 1997, Section 12(3)(b) and (c)]
        1. The Organisation may terminate the membership of any person;
          1. if such a person has not been active for six (6) months; or
          2. for any other good reason.
        2. The ending of a person's membership shall be effected by the Management Committee provided that all the members of the Management Committee agree.
        3. The person whose membership is about to be ended by the Management Committee has the right to be heard by the Committee. [Nonprofit Organisations Act, 1997, Section 12(3)(d)]
        4. When a hearing, referred to in clause 6.1.5.3, takes place, the person concerned may bring another member of the Organisation, who is not a member of the Management Committee to support him/her, on the following conditions:
          1. that the Management Committee be informed of the attendance of the other member at least three (3) days before the hearing;
          2. that conditions with regard to the role this other member will play during the proceedings be negotiated between the Management Committee and the person referred to in Clause 6.1.5.3, bearing in mind that this other member will have no voting rights.
      6. Liability of Members
        1. No member of the Organisation, shall be liable for any of the obligations and liabilities of the Organisation, solely by virtue of his/her status as a member of the Organisation.
      7. The Organisation shall
        1. be a body corporate and shall have an identity and existence distinct from its members and/or office-bearers; [Nonprofit Organisations Act, 1997, Section 12(2)(d)]
        2. still continue to exist even when its membership changes and there are different office-bearers. [Nonprofit Organisations Act, 1997, Section 12(2)(e)]

  9. Management and Committees

    1. Management Committee: [Nonprofit Organisations Act, 1997, Section 12(2)(d) and (h)]
      1. The property and management of the affairs of the Organisation shall be vested in the Management Committee, which shall consist of the Chairperson, Vice-Chairperson, Secretary, Honorary Treasurer and 3 other members to be elected at the Annual General Meeting, together with those chairpersons of Sub-Committees who are not already members of the Management Committee. The Management Committee shall at no time consist of less than 6 (six) members. [Childre's Act, 2005, Section 208(1)]
      2. Election of the Management Committee: [Nonprofit Organisations Act, 1997, Section 12(3)(h)]
        1. At every Annual General Meeting a Management Committee consisting of not less than 6 and not more than 9 members of the Organisation during the Annual General Meeting. The Management Committee will serve for a period of 5 years and may be re-elected after their term of office expires. [Childre's Act, 2005, Section 208(1), General Regulations Regarding Children, 2010, Regulation 84(1)(d)]
        2. Nominations for members of the Management Committee shall be submitted to the Secretary, in writing, at least three (3) days before the meeting.
        3. Additional members may be co-opted by the Management Committee, subject to the Maximum number of members prescribed in clause 9.1.2.1 above.
        4. The Chairpersons of all Sub-Committees are ex-officio members of the Management Committee.
      3. The functions of the Management Committee are the following:
        1. To elect from its members the Executive Committee of the Society, which shall include the Office-bearers and no other members of the Management Committee.
        2. To endeavour to raise funds in order to further the Object of the Organisation.
        3. To nominate honorary members of the Organisation from time to time.
        4. In general, they may provide to further the work of the Organisation in accordance with the policy of the organisation as amended form time to time and subject to provisions contained in clause 9.1.3.4.
      4. Powers of the Management Committee [Nonprofit Organisations Act, 1997, Section 12(2)(g)]
        1. The Management Committee shall carry out the work of the Organisation in such a manner as it may deem necessary and proper, subject however, to the general policy of the Organisation and to such special instructions as may be laid down or given by the Organisation from time to time.
        2. No member of the Management Committee shall have any direct interest or derive any gain from contracts the Management Committee shall conclude with any company.
        3. No Management Committee member shall be liable for any of the obligations and liabilities of the Organisation solely by virtue of his/her status as a member of the Management Committee of the Organisation. [Nonprofit Organisations Act, 1997, Sections 12(2)(f) and 12(3)(f)]
        4. In addition to its general powers, the Management Committee shall have the power on behalf of the Organisation.
          1. to appoint officials and determine their conditions of service and to appoint others in their place;
          2. to enter into contracts and agreements for the use and benefit of the Organisation;
          3. to institute and defend actions and proceedings at law, which said actions and proceedings shall be instituted and proceeded in, by or against the Trustees (not more than three (3) appointed by the Management Committee from its members for this purpose and thereto authorised by the Management Committee, in writing;
        5. The Management Committee shall have the power on behalf of the Organisation in matters of Finance
          1. to collect and receive moneys from the Government, Provincial, Public and Private sources and when the services of a Fundraiser is utilised to raise funds for the Organisation, the costs (remuneration, commission included) shall not be more than 40% of total funds raised;
          2. to make investments, both long term and short term, to realise any investments, to change the same and to reinvest any money. It shall be in their discretion as to the nature of any loans or investments made and the security to be taken, if any; [Nonprofit Organisations Act, 1997, Section 12(3)(k)]
          3. to acquire by purchase, loan or otherwise, movable and immovable property and to mortgage, sell, let or otherwise deal with or dispose of same.
        6. The Management Committee shall have the power on behalf of the Organisation in matter of property:
          1. to acquire and dispose of property both movable and immovable, to mortgage and encumber the property and assets of the Organisation and to lease any of its property. All property belonging to the Organisation or to which it is or may become entitled shall be registered in the name of the Organisation. All transactions with regard to the property and assets of the Organisation shall be effected by the Management Committee which in turn may authorise three (3) office-bearers, to act on behalf of the Society as trustees for such specific transaction; [Nonprofit Organisations Act, 1997, Section 12(3)(m)]
          2. the Trustees duly authorised thereto by the Management Committee shall have the power to give transfer and delivery of property; shall hold and stand possessed of the property and assets of the Organisation in such manner as the Management Committee shall from time to time order or direct. The signature of any two (2) of the Trustees will suffice. In the case of resignation or death of one of the Trustees, the Management Committee must nominate a successor within one month from the date of resignation or death. In the case of all (3) Trustees resigning, their responsibility falls back to the Management Committee until such time as three (3) new Trustees can be nominated;
          3. to utilise any property or income solely in the furtherance of its aims and objects and it is prohibited to transfer 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 the Organisation for any services rendered to the Organisation [Nonprofit Organisations Act, 1997, Section 12(3)(l)]
    2. Executive Committee: [Nonprofit Organisations Act, 1997, Section 12(3)(g)]
      1. Election and Composition
        1. At the first meeting of the newly elected Management Committee, an Executive Committee of 4 members, which includes the office-bearers, is elected from the members of the Management Committee.
        2. Elections need not be conducted by closed ballot, unless so requested by any member of the Management Committee
        3. The newly elected members of the Executive Committee will comprise the following Office-Bearers:
          1. Chairperson
          2. Vice-Chairperson
          3. Treasurer
          4. Secretary
        4. For the purpose of conducting meetings up to and including any elections in terms of this Constitution, outgoing office-bearers shall retain their positions until new office-bearers have been elected.
        5. The Executive Committee shall deal with all matters delegated to it by the Management Committee and shall also deal with other matters arising between meetings of the Management Committee and requiring immediate action, but all such actions shall be reported to the Management Committee at its next meeting for confirmation.
    3. Sub-Committees:
      1. For the purpose of dealing with the different activities of the Organisation's work, the Management Committee shall have the power to appoint Sub-Committees and/or Area-Committees and/or Working-Committees, the members of which shall be appointed from amongst the members of the Organisation.
      2. The chairperson of each of the Committees referred to in clause 9.3.1 above shall be represented on the Management Committee and shall be responsible for reporting on his/her committee's activities, at Management Committee meetings.
    4. Vacancies:
      1. The Committees through co-option of members of the Organisation, shall fill vacancies occurring during the year.
      2. Resignations must be tendered in writing to the Secretary.
    5. Forfeiture of Membership of a Committee: [Nonprofit Organisations Act, 1997, Section 12(3)(i)]
      1. Any member of a committee who is absent without leave for three (3) consecutive meetings shall lose his/her membership of such committee.

  10. Meetings of the Organisation [Nonprofit Organisations Act, 1997, Section 12(2)(i)]

    1. Annual General Meeting:
      1. The Annual General Meeting of the Organisation shall be held within five months after the end of each financial year - being the 31st of March.
      2. The Secretary shall give at least twenty-one (21) days written notice of the venue and Date of the Annual General Meeting to every member of the Organisation.
      3. The Chairperson shall preside at the Annual General Meeting. In his/her absence the Vice-Chairperson shall preside, while a Chairperson shall be appointed by the said meeting should neither the Chairperson nor the Vice-Chairperson be present.
      4. The Management Committee of the Organisation shall be elected at the Annual General Meeting after their term of office expires as prescribed in clause 9.1.2.1.
      5. An Electoral Officer, who is not a member of the Organisation, shall preside over the election of Management Committee members.
      6. Each member present at the meeting has one (1) vote, whilst the Chairperson, as the case may be, has both an ordinary and a casting vote in the event of a draw. [Nonprofit Organisations Act, 1997, Section 12(2)(j)]
      7. Quorum
        1. At the Annual General Meeting, half plus one (1/2 + 1) of the members constitute a quorum.
        2. If, after thirty (3) minutes of the scheduled time of a meeting, no quorum is present, the meeting will be postponed to a day within the following ten (10) days. The members present will decide time and place. If at the following meeting no quorum is present within thirty (3) minutes of the scheduled time, the members present will form a quorum with full power to proceed with the agenda.
      8. Auditor
        1. At each Annual General Meeting an Auditor for the ensuing year shall be appointed or re-appointed.
      9. Patron
        1. The Organisation may elect one or more Patrons at an Annual General Meeting, with prior notice having been given to members of the Organisation. The member or members duly elected shall so serve until the next Annual General Meeting.
        2. Any person elected as Patron shall be entitled to attend any meeting of the Organisation and participate in deliberations, but shall have no vote.
      10. Annual Report
        1. At every Annual General Meeting of the Organisation, the Management Committee shall present a report on the work of the past year, together with an audited financial statement sign by the Auditor, the Honorary Treasurer and the Chairperson, showing receipts and expenditure and the financial position of the Organisation.
    2. Special General Meeting:
      1. A Special General Meeting may be called by the Management Committee, or by the Management Committee acting on the written request of at least three (3) members of the Organisation. A written Agenda for the proposed Special General Meeting must be submitted.
      2. Written notice of the meeting shall be sent to all members at least twenty-one (21) days before the date of the proposed meeting and a copy of the agenda shall be annexed thereto. The meeting shall be restricted to those matters contained in the said agenda.
      3. Each member present at the meeting has one (1) vote, whilst the Chairperson, as the case may be, has both an ordinary and a casting vote in the event of a draw. [Nonprofit Organisations Act, 1997, Section 12(2)(j)]
    3. Meetings of the Management Committee:
      1. The Management Committee shall meet at least four (4) times per year.
      2. The Secretary of the Organisation shall give at least seven (7) days notice to each member of the Management Committee, of the venue and date of the meeting.
      3. Half plus one (1/2 + 1) of the members of the Management Committee shall constitute a Quorum.
      4. The Chairperson of the Organisation or in his/her absence, the Vice-Chairperson, or in their absence, an acting Vice-Chairperson, as the case may be, shall preside at meetings Of the Management Committee.
      5. Each Member of the Management Committee is entitled to one (1) vote, whilst in the event of a draw, the Chairperson or the Vice-Chairperson or the Acting Chairperson, as the case may be, has both an ordinary and a casting vote. [Nonprofit Organisations Act, 1997, Section 12(2)(j)]
      6. The Management Committee may invite or allow any person to attend meetings in an advisory capacity or otherwise, but such persons are not entitled to vote.
      7. Special meetings of the Management Committee shall be called by the Chairperson At his/her discretion or upon the written request of any three (3) members of the Management Committee.
    4. Meetings of the Executive Committee:
      1. The Executive Committee shall meet when necessary.
      2. The Secretary shall give at least seven (7) days notice to each member.
      3. Half plus one (1/2 + 1) of the members of this committee, form a quorum.
      4. The Management Committee at Their meeting must ratify all decisions taken at these meetings.
    5. Meetings of Sub-Committees:
      1. The above-mentioned committees shall meet at least eight (8) times per year.
      2. any other meeting procedures shall be detailed in the "Terms of Reference" of any such committee.
    6. Minutes
      1. Minutes will be taken at meetings of all committees to record decisions.
      2. The above-mentioned minutes will be made available to members of committees.

  11. Finance and Assets

    1. The Honorary Treasurer shall receive all monies paid to the Organisation and shall keep proper books of accounts and records - in accordance with generally accepted accounting Practice - containing a full and accurate record of all the organisation's financial transactions. The Honorary Treasurer shall make all payments promptly and in accordance with the instructions of the Management Committee. Official receipts shall be issued for all monies received.
    2. A Bank Account shall be opened in the name of the Organisation and cheques must be Signed by any two of the following: [Nonprofit Organisations Act, 1997, Section 12(2)(k)]
      1. Chairperson, Honorary Treasurer, Secretary or any other office-bearer authorised by the Management Committee. All monies received by the Organisation shall be deposited in the Organisation's bank account on the date of receipt, or the first banking day following its receipt, on which it might reasonably be expected that it would be banked.
    3. The financial year of the Organisation shall be from 1 April of a given year to the 31st March of the following year. [Nonprofit Organisations Act, 1997, Section 12(2)(l)]

  12. Amendments to the Constitution [Nonprofit Organisations Act, 1997, Section 12(2)(m)]

    1. No amendments to the Constitution may be made except at the Annual General Meeting or at a Special General Meeting after thirty (30) days written notice of the proposed amendment(s) has been given to the Secretary.
    2. Any proposed amendment must be approved by a two-thirds majority vote of members present at such Annual General Meeting or Special General Meeting.
    3. All members must be given at least twenty eight (28) days written notice of the proposed amendment(s) and date and venue of the Meeting.

  13. Dissolution of the Organisation [Nonprofit Organisations Act, 1997, Section 12(2)(n)]

    1. Subject to statutory requirements in terms of the Organisation's membership agreement with Child Welfare South Africa, the Organisation shall dissolve.
    2. Such dissolution shall be effected in the following way:
      1. A resolution passed by a majority of two-thirds of the votes of members of the Organisation present in person, at a meeting of members duly convened for the purpose of dissolution.
      2. Should the attendance be less than the prescribed quorum, a second meeting of the Members shall be convened not earlier than seven (7) days after the first meeting. At such a meeting, a total number of members present shall form a quorum and a majority of votes shall be binding.
      3. The meetings referred to in the above clauses shall be convened by a notice posted to each member of the organisation at his/her registered address at least twenty-one (21) days before the date of the meeting. Such notice set out the object of the meeting and state the date and place at which the meeting will be held.

  14. Disposal of Assets [Nonprofit Organisations Act, 1997, Section 12(2)(o)]

    1. Property and the assets of the Organisation shall be disposed of in such a way as may be Decided upon by a majority of votes of the members present at a meeting referred to in clause 13.2.1, provided that if, following winding up or dissolution of the Organisation, in terms of the majority votes of the members, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be transferred to Child Welfare South Africa subject to the following conditions:
      1. Such assets to be kept in trust for a period of five (5) years subject to clauses 14.1.2; 14.1.3 and 14.1.4.
      2. Interest be credited in favour of Child Welfare South Africa and that the total amount, i.e. capital plus interest, be refunded to the Organisation concerned, in the event of resuscitation of that Organisation within this period of five (5) years; and
      3. After a period of five (5) years has elapsed there being no signs of the resuscitation of the Organisation, the property or other assets of the Society shall be paid to Child Welfare South Africa and not distributed among the members of the Organisation but shall be strictly dealt with in terms of clause 14.1 hereof.
      4. The transfer of all such property as stated above to Child Welfare South Africa shall only be implemented provided the said Child Welfare South Africa is registered in terms of all relevant legislation.
    2. Should the Organisation not proceed in terms of a majority vote of the members to dispose of the property and assets of the Organisation, then and in that event, after the satisfaction of all its debts and liabilities any and all property and assets whatsoever shall be transferred to Child Welfare South Africa to conditions set out in clauses 14.1.1 to 14.1.4 supra.