1. NAME
1.1 The name of the organisation hereby constituted shall be Soweto Association of Persons with Disabilities (SAPD).
1.2 Its shortened name shall be SAPD and it will hereinafter be referred to as ‘the organisation’.
2. RIGHTS AND RESPONSIBILITIES
The organisation shall:
2.1 Exist in its own right separately from its members.
2.2 Continue to exist even when its membership and office bearers changes.
2.3 Be able to own property and other possessions.
2.4 Be able to sue and be sued in its own name.
3. VISION
The overall vision of the organisation is to empower people with disabilities to achieve maximum independence and self-esteem through constructive work activities and income generation.
MISSION
The organisation hopes thus to alleviate individual and family poverty, and enable individuals to gain life skills, qualification and attitudes which lead to their integration as valued and respected members of society they live amongst, to be enabled to access gainful employment in the open labour market where possible.
4. AIMS.OBJECTIVES AND MANADATE OF ORGANIZATION
The sole objective of the organisation shall reflect the following Public Benefit Activities as contained in Section 30 (1) Part 1 of the Ninth Schedule of Act No. 61 of 1973.
Objectives
4.1 To acquire and manage paid work activities for people with disabilities.
4.2 To train, assist and supervise people with disabilities in those activities.
4.3 To facilitate educational and learning opportunities for people disabilities.
4.4 To facilitate:
Objectives
4.1 To acquire and manage paid work activities for people with disabilities.
4.2 To train, assist and supervise people with disabilities in those activities.
4.3 To facilitate educational and learning opportunities for people disabilities.
4.4 To facilitate:
> Rehabilitative and therapeutic interventions for people with
> Family and individual support and counselling and assistance for people with disabilities in awareness of and obtaining their rights and as entrenched in South African Constitution and the United
4.4.1 To educate and create awareness regarding people with disabilities at a public level.
4.4.2 To consult and network with all relevant organisation for the benefit of people with disabilities.
4.4.3 To maintain such staff and establishments and to undertake such activities as ay be necessary to further these objectives.
4.4.4 To fight discrimination against, and promote equal opportunities for people with disabilities.
5. INCOME AND PROPERTY
5.1 The income and property of SAPD shall be used solely for the promotion of its stated objectives or must be invested for such future use with an approved institution as defined in section 1 of the Financial Services Board Act, 1990 (Act No. 97 of 1990) or securities or investments approved by the Executive Office of the Financial Services Board and the Director of Non-profit Organisations
5.2 The organization will keep record of everything it owns
5.3 The members and the office-bearers shall have no rights to the property or other assets of SAPD solely by virtue of them being members or office-bearers.
5.4 No portion of the income or property of SAPD shall be paid or distributed directly or indirectly to any person (otherwise than in the ordinary course of undertaking any public benefit activity) or to any member of SAPD or Management Committee, except as:
5.4.1 Reasonable compensation for services actually rendered to SAPD.Such compensation must be considered reasonable in the centre and in Relation to the service rendered, and will not economically benefit any person in a manner which is not consistent with its objectives.
5.4.2 Reimbursement of actual costs or expenses reasonably incurred on behalf of SAPD. Such costs or expensed to be approved by the Executive Committee of the appointed manager.
5.4.3 May not grant any benefit from the SAPD to any donor, office bearer, Member organisation or relative of the fore mentioned except in circumstances envisaged above.
5.4.4 May not make grants or loans to a donor, office bearer member of the organisation or relative of the aforementioned, which does not conform to the principle objectives of SAPD and does not comply with good governance and public funds Act.
5.4.5 The organisation may collect and receive monies raised by way of payment for work performed, bequest, donations, services, agreement, collections or fundraising
5.4.6 SAPD has applied to the Commissioner for the South African Revenue Service Exemption Unit for exemption from appropriate taxes and is now in possession of the Tax Exemption Certificate section 30 of the Income Tax. The provisions of which shall bind SAPD and qualify this Constitution.
6. MEMBERSHIP TO SAPD
The membership of the organisation shall be;
6.1 People with disabilities who attend the SAPD otherwise referred as “Beneficiaries”
6.2 The Management Committee of the organisation
6.3 Volunteers who assist the organisation.
6.4 The last two groups of people will include people with disabilities and nondisabled persons
6.5 Application for membership shall be considered and approved by the Management Committee. The Management Committee has a right to refuse an application for membership.
7. MANAGEMENT
7.1 A management committee will manage the organisation. The Board will be made up of 9 elected members i.e. 5 office bearers and 4 additional members. They are the office bearers of the organisation. The composition of the Board shall reflect the sectors in the community they serve.
7.2 A minimum of 3 unconnected persons / office bearers will accept fiduciary responsibility for the organisation. No single person may have the authority to directly or indirectly control the decision-making powers relating to the organisation.
7.3 Board members will serve for a period of 24 months. Board members can stand for re-election for period not exceeding (6) years or three terms. In order to ensure consistency 3of the board members should be re-elected to serve for a further term of not less than one year for consistency not as office bearers, after an elective AGM
7.4 Pain up staff members may serve on the Management Committe in a advisory capacity but don't voting right.
7.5 If a member of the Board fails to attend three correctly constituted committee meetings, without having applied for and obtaining leave of absence from the Chairperson, then the offending member will be issued with a first letter of warning. In the event of a further incidence of non-approved absenteeism, then the committee will be entitled to request the member to step down and to appoint another to take his or her place
7.6 The Management Committee shall meet once or twice a month. A quorum of 50% + 1 member shall be present at all meetings in order to make decisions and ratify proposed course of actions.
7.7 Minutes will be taken at every meeting to record the Boards’ decisions. The minutes of each meeting will be given to committee members at least (14 days) before the next meeting. The minutes shall be confirmed as a true record of the proceedings by the next meeting of the Board and then signed by the chairperson. Board has the right to form sub-committees dependent upon the dynamics of the situation. The decisions and recommendations that sub-committees take must be given to the Board. The Board must decide whether to accept the commendations and ratify the decisions taken by the sub-committee at the next scheduled Board meeting
7.8 All members of the organisation are expected to abide by the decisions that are taken by the Board
7.9 No member of Management Committee may have any direct interest in or personal benefit from any contract which the organisation may make with any company, unless such interest is declared to, and approved by the Management Committee.
8. POWERS OF THE ORGANIZATION
Board:
8.1 Will take on the power and authority that it finds necessary to achieve the objectives that are stated in Section 3 of this constitution. All activities must abide by the laws of South Africa and the Integrated National Disability Strategy.
8.2 Has the power and authority to raise funds or to invite and receive contributions.
8.3 May not accept donations which are revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions or such donations. This includes any misrepresentation with regard to the tax deductibility thereof in terms of section 18A: Provided that a donor (other than a donor which is an approved public benefit organization or an institution, board or body which is exempt from tax in terms of section 10(1) (c )(i), which has as its sole or principal object the carrying on of any public benefit activity) may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation.
8.4 May not engage in any business undertaking or trading activity unless specifically permitted in terms of section 30 (3) (b) (IV) of the Income Tax Act
8.5 Has the power to buy, hire or exchange for any property that it needs to achieve its objectives.
8.6 Has the right to make by-laws for proper management, including procedures for application, approval, and termination of membership.
8.7 Will decide on the powers and the roles of the office bearers.
8.8 Will be able to monitor the use of donated funds raised by the forum to ensure that they are used for the purposes intended.
8.9 Will represent its membership in development forums and in relevant meetings with government departments and funding organizations.
8.10 The Board may appoint an operational manager to run the daily affairs of the organisation in the event of the organisation growing. Such manager will report directly to Executive and his / her performance will be managed by the Board’s
The Management Committee will be responsible for:
(a) Deciding the powers and functions of its office bearers.
(b) Policy direction and decision regarding the organisation, terms of membership and termination of membership of the organisation.
(c) Employment and dismissal of personnel.
(d) Raising funds, inviting and receiving contributions for work of the organisation.
(e) Preparation of financial statement of the organisation.
(f) Management of the investment of the organisation.
(g) Supporting the staff and beneficiaries of the organisation in achieving their full potential.
(h) Advising and consulting with staff
(i) Resolution of disputes where necessary and appropriate
(j) The Management Committee together with its Staff will be responsible for the day to day running of the organisation and for the well-being of the beneficiaries
9. MEETING AND PROCEDURES OF THE ORGANIZATION
9.1 Executive shall hold a minimum of 10 meetings a year.
9.2 The chairman of SAPD shall act as the Chairman of the Board. If the Chairman is not able to be present then the Vice-Chairman shall act as Chairman or in the event of both not being present, then the members present shall nominate one of them to chair the meeting
9.3 All committee members shall be notified about meetings at least fourteen days prior to the intended meeting
9.4 A majority of committee members shall constitute a quorum (50% +1) and decisions may only be ratified if a quorum is present.
9.5 Decisions shall be taken by a majority vote of members present at a meeting. If there is no majority then the chairman shall have a casting vote as well as a deliberative vote. The chairman may decide to preserve the status quo and indicate that the matter under consideration may be placed on the agenda of a future meeting
9.6 Minutes of all meetings should be taken and should be stored in a secure facility. Such minutes should be available for inspection by office bearers and representative committee members at the address of the organisation. Such records must also be made available on request to interested persons in terms of the Promotion of Access to Information Act 2 of 2000
9.7 A minute of a certified copy of a minute or a resolution signed by the chairman or members present at the meeting shall constitute evidence, until the contrary is proved of the contents of the minute or resolution
10. ANNUAL, GENERAL AND SPECIAL MEETINGS
10.1 Members of the organisation or their representatives must attend the Annual
10.2 General Meeting of the organisation where they may exercise their right to elect office bearers and to determine the policy of the organisation.
10.3 The Annual General Meeting shall be held once a year, within six (6) months of the end of the previous financial year.
10.4 All members must be given twenty one (21) days’ notice of the date and venue of the meeting and the matters to be discussed.
10.5 The meeting shall deal with the following business at that meeting:
10.6 Record of attendance and apologies.
10.7 Presentation and approval of the Chairperson’s and Treasurer’s reports.
10.8 Any changes to Policy or Constitution of the organisation.
10.9 Election of the Chairperson, Vice-Chairperson, Treasurer and Secretary who shall be known as Office Bearers
10.10 Election of Additional Members of the Management Committee.
10.11 Appointment of accounting officer/auditors.
10.12 Any other business determined by the meeting.
10.13 The Chairperson or any other two members of the Management Committee can call Special General Meeting if they wish. The members of the organisation must be informed in writing of the meeting and the matters to be discussed at least twenty one days before it is to take place .If, however the meeting is to amend the Constitution, to elect a new management committee member or to dissolve the organisation, there must be at least thirty (30) days’ notice
11. FINANCE
11.1 The treasurer of the organisation shall arrange for all funds of the organisation to be put into a bank account or accounts in the name of the organisation. He/she will advise on investments for the organisation, consulting different banks and institutions as appropriate.
11.2 Cheques drawn on the organisation’s account must be signed by two (2) of three (3) designated signatories. Usually these will be Chairperson of the Management Committee, the Treasurer and a senior member of staff.
11.3 The Treasurer will consult advice and assist in the day to day running of the organisation’s finances, verify transactions that have taken place and check accounts on monthly basis.
11.4 The Treasurer shall prepare the organisation’s financial reports for auditing on an annual basis.
11.5 The end financial year of the organisation shall be 31 March each year, accounting records and reports must be compiled, audited and ready to be handed to the Directorate of Non-Profit Organisation within six (6) months of the financial year end.
11.6 Funds of the organisation shall only be invested with registered financial institutions as listed in Section 1 of the Financial Institution (Investment of Funds) Act of 1984, or in securities that are listed on a licensed stock exchange as set out in The Stock Exchange Control Act 1985.
12. CHANGES TO THE CONSTITUTION
12.1 The constitution can be changed by resolution of the members of the organisation. There solution must be agreed upon and passed by no less than two-thirds of the members. Subsequently, the resolution must be presented to and ratified by the membership at an AGM or a special general meeting called for the purpose.
12.2 A simple majority present at the AGM or the special general meeting will be required to change the constitution.
12.3 A written notice must go out to all members not less than 14days before the meeting at which the changes to the constitution are going to be proposed. The notice should indicate the proposed changes to the constitution that will be discussed at the meeting.
12.4 No amendments may be made which would have the effect of making the organisation cease to exist.
12.5 A copy of all amendments to the constitution must be forwarded to the Commissioner of the Tax Exemption Unit and to the NPO Directorate, within 10 working days of the amendment being accepted.
13. DISSOLUTION AND WINDING - UP
13.1 The organisation may close down if at least two (2) thirds majority of the members present and voting at an Annual General Meeting, or a Special General Meeting convened for the purpose of consideration of such a matter, are in favour of closing down having explored all other means and the welfare of beneficiaries.
13.2 Upon the dissolution of the dissolution of the , after all debts and commitments have paid, the Management Committee (and failing that any division of the High Court) shall ensure that any assets remaining are transferred to:
13.3 A similar public benefit organisation which has been approved in terms of section 30 of the Income Tax Act, or
13.4 Any institution, board or body which is exempt from the payment of income tax under the provisions of the section 10(1) (cA)(i) of the Act, which has as its sole or principal object the carrying of any public benefit activity, or
13.5 Any department of state or administration in the national or provincial or local sphere of government of the Republic contemplated in section 10© or (h) of the Act.
INDEMNITY
13.1.1 Subject to the provisions of any relevant statute, members of the Board and other office staff shall be indemnified by the organisation for all acts done by them in good faith on its behalf. It shall be the duty of the organisation to pay all costs and expenses which any such person incurs or becomes liable for as a result of any contract entered into, or act done by him or her, in his or her said capacity, in the discharge, in good faith, of his or her duties on behalf of the organisation.
13.1.2 Subject to the provisions of any relevant statute, no member of the Board and/or other office bearer of the organisation shall be liable for the acts, receipts, neglects or defaults of any other member or office bearer, or for any loss, damage or expense suffered by the organisation, which occurs in the execution of the duties of his or her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.
14. DISPUTES
14.1 In the event of a serious disagreement between the members of the Board and/or the organisation regarding the interpretation of this constitution then any 3 Board members or any 5 members of the organisation shall be entitled to declare a dispute. Such declaration shall be in writing, state the issue in dispute, and be addressed to the Chairman of the Board.
14.2 The Board shall consider such declaration within two (2) weeks of receiving it. Should the Board not be able to resolve the dispute to the satisfaction of the person(s) declaring it, the dispute shall be referred either to a mediator or arbitrator.
14.3 Should the dispute be referred to a mediator, the person(s) declaring the dispute and the Board must agree on a suitable mediator and to the costs of such mediation. A mediator may recommend an appropriate resolution of the dispute.
14.4 In the absence of agreement regarding a mediator or should mediation not resolve the dispute, the dispute shall be referred to arbitration. The arbitrator shall be such suitably qualified person/s as the person(s) declaring the dispute and the Board may mutually agree. Alternatively, each of the parties shall be entitled to nominate one arbitrator, who shall act jointly with a third person to be nominated jointly by the respective nominees of the parties; on the basis that a majority decision of the appointed arbitrators shall be final and binding.
14.5 The arbitration shall be held on an informal basis, and the arbitrator shall have the power to determine the procedure to be adopted subject to principles of natural justice.
14.6 The arbitrator may base her/his award not only upon the applicable law but also upon the principles of equity and fairness.
14.7 The person(s) declaring the dispute and the Board, beforehand, may agree to share the costs of the arbitration. In the absence of such agreement the arbitrator shall decide which parties shall be liable for the costs.
14.8 The decision of the arbitrator shall be final and binding upon all parties and capable of being made an Order of Court on application by any of them.
14. ADOPTION OF THE CONSTITUTION
This Constitution was amended and approved members of Soweto Association of Persons with Disabilities at a Special General Meeting convened on the 09thOctober 2015.
Madimetja Mello
Chairperson