Constitution of Wild Orchids Southern Africa
TABLE OF CONTENTS:
SUBJECT Page
1. NAME
2. DEFINITIONS
3. LEGAL STATUS
4. MISSION STATEMENT
5. VISION
6. OBJECTIVES
7. MEMBERSHIP
8. TERMINATION OF MEMBERSHIP AND DISCIPLINARY ACTION
9. OFFICE BEARERS AND RESPONSIBILITIES
10. ELECTION OF OFFICE BEARERS
11. REMOVAL OF OFFICE BEARERS
12. GENERAL MEETINGS
12.1. ANNUAL GENERAL MEETINGS
12.2. SPECIAL GENERAL MEETINGS
12.3. QUORUM
12.4. VOTING AT GENERAL MEETINGS
12.5. REGISTER OF ATTENDANCE
12.6. MINUTES OF GENERAL MEETINGS
13. VESTING CONTROL AND LIABILITY
14. POWERS OF EXCO
15. FUNDS AND ACCOUNTS
16. SIGNING OF DOCUMENTS
17. PRESS AND MEDIA STATEMENTS
18. POWERS TO AFFILIATE
19. ALTERATIONS TO THE CONSTITUTION
20. DISSOLUTION
CONSTITUTION OF WILD ORCHIDS SOUTHERN AFRICA ( WOSA )
1. NAME.
1.1 The organisation hereby constituted is known as, WILD ORCHIDS SOUTHERN AFRICA (WOSA), operating in the Republic of South Africa.
2. DEFINITIONS.
2.1 “ WO Chapter” – a member or group of members who have come together to form a Wild Orchid Chapter to identify and monitor indigenous orchid sites.
2.2 "EXCO" - the executive committee of WOSA.
2.3 “General Meeting” – an Annual General meeting or a Special General Meeting.
2.4 "member" - a person who has applied for membership in writing and whose membership has been approved by EXCO.
2.5 "member in good standing" - a member who has paid his fees in full.
2.6 "notice" - communication to members either personally, by post, electronically, or other appropriate means. Notice shall be deemed to be effected if properly addressed, prepaid and posted or sent by electronic means.
2.7 "office bearer" – a member who has been elected to serve on EXCO. It shall include the Chairman, Vice Chairman, Treasurer, Secretary and the elected members.
2.8 "employee” - paid individuals who have been employed by EXCO.
2.9 "sub-committee" - a group of people appointed by EXCO to perform a specific task or project.
2.10 "written” or “in writing" - handwritten, typewritten, printed, or reproduced by any electronic means or system.
2.11 words importing the masculine gender include the feminine gender and vice versa.
2.12 Words importing singular include plural.
3. LEGAL STATUS
WOSA shall be a juristic persona capable of:
3.1 existing in its own right separately from its members.
3.2 owning property and other possessions in its own name.
3.3 suing and being sued in its own name.
3.4 continuing to exist even when it’s membership changes and there are different office bearers.
4. MISSION STATEMENT
To conserve southern African indigenous orchids in their natural habitat as well as in other suitable locations such as Botanical gardens and conservancy areas.
5. VISION
To engender a real interest in indigenous orchids which will render them valuable and worthy of protection.
6. OBJECTIVES
The principal object of WOSA is to carry on one or more public benefit activities as defined in section 30(1) of the Income Tax Act in a non-profit manner and with an altruistic or philanthropic intent.
6.1 Preservation.
- to support and partner in efforts to preserve orchid habitats.
- to work with land managers and owners to create conservancies and reserves.
- to assist with restoring indigenous orchids where populations have declined.
- to motivate the creation of new conservation areas or reserves in the region where translocated indigenous orchid plants can find a new home.
- to oppose, if deemed necessary, any development which may threaten the existence of an indigenous orchid.
- to establish indigenous orchids in botanical gardens.
- to establish seed and fungi collections to support research and development.
6.2 Propagation.
- to develop protocols and procedures for the in-situ and ex-situ propagation of indigenous orchids to ensure successful establishment and maintenance in natural habitats where populations are declining or have been lost due to development.
6.3 Education.
- to conduct effective education programs to elicit the support of the public, Government, agriculture and industry.
- to produce informative articles in the media, social networking, exhibitions.
- to actively engagement with all roll players.
- to conduct field trips to areas containing indigenous orchids.
6.4 Wild Orchid Chapters and National Orchid Database
WO Chapters are an essential element of the WOSA Conservation Programme and will be used to:
- create a network of volunteer WO Chapters nationwide to locate and record, natural orchid sites, with details of land ownership and management, orchid numbers and species, and to forward this information to be entered on the WOSA National Database.
- keep a watching brief in case of development on these sites, verify this data regularly and review and submit a report at the AGM.
- be in a position to supply data to the authorities for Environmental Impact Assessments.
- oppose a land development if a Red Data or rare species is threatened.
- mount a rescue and relocation operation of the orchids if official land development approval is granted.
- earmark and, or develop suitable local sites, conservation areas, botanical gardens, etc., that can receive translocated indigenous orchids.
- carry out these operations with the approval of EXCO and the necessary permitting regulations.
- allow EXCO to make amendments to the Conservation Programme where considered necessary.
7. MEMBERSHIP7.1 Membership of WOSA shall be open to all persons and other legal entities interested in preserving and protecting indigenous orchids.
7.2 The Executive Committee ( EXCO ) may create different categories of membership.
7.3 Applications for each category of membership shall be decided upon in the manner prescribed by EXCO from time to time.
7.4 EXCO may from time to time prescribe membership fees, subscriptions or other levies pertaining to the various categories or classes of membership.
7.5 Membership fees shall be renewable annually on 1 July each year. Membership may be terminated if the annual subscription has not been paid within 1 month of the renewal date.
7.6 EXCO may appoint Honorary Members, Life Members, or Patrons who shall not be obliged to pay subscriptions.
7.7 Members may come together to form a Chapter to promote the Objectives of WOSA provided that such Chapters are registered by WOSA. A record of all Chapters shall be kept by the Secretary.
8. TERMINATION OF MEMBERSHIP AND DISCIPLINARY ACTION8.1 Any member may at any time resign his membership of WOSA by giving written notice in writing to the secretary. Any fees paid or part thereof shall be forfeited.
8.2 Should any member behave contrary to the objectives of WOSA or in such a way that brings WOSA into disrepute, a sub-committee shall be appointed by EXCO to conduct a hearing into such behaviour.
8.3 The sub committee appointed by EXCO shall hear all parties concerned and shall consider all evidence which relates to the behaviour.
8.4 After hearing all parties and considering all evidence the sub-committee may impose a penalty which in its view, is appropriate. Such a penalty may include, but is not limited to, a suspension of membership for a defined period or the termination of membership.
8.5 A member who has been found guilty of behaviour which is contrary to the objectives of WOSA or which has brought WOSA into disrepute may lodge an appeal against the finding of the sub-committee and/or the penalty imposed on him by the sub-committee to EXCO.
8.6 An appeal against the decision of the sub-committee must be lodged in writing, with the secretary within 14 (fourteen) days of the decision being made known to the member concerned.
8.7 EXCO shall consider the appeal and shall either uphold the appeal or dismiss the appeal. EXCO may, in its sole discretion, replace the original penalty with another which it believes is more appropriate.
8.8 No person who has been dealt with in terms of this disciplinary procedure shall have any claim for damages or otherwise against the sub-committee, EXCO, WOSA or any member, in respect thereof.
9. OFFICE BEARERS AND RESPONSIBILITIES9.1 WOSA shall be administered by an Executive Committee, (EXCO ) consisting of a Chairman, Vice Chairman, Treasurer, Secretary and at least two additional executive members. Other members may be co- opted to serve on sub-committees.
9.2 Office bearers shall be elected at the AGM and shall hold office until the next AGM, except that founding members shall nominate members to the Executive committee in the first year.
9.3 EXCO shall meet at such time and place as it from time to time determine or as may be decided by the Chairman or, in his absence, the Vice Chairman, provided that not less than three meetings shall be held in each financial year.
9.4 At least three persons who accept fiduciary responsibility for WOSA will not be connected persons in relation to each other, and no single person directly or indirectly shall control the decision making powers relating to WOSA.
9.4 Duties of the Chairman.
- to ensure the proper running of WOSA.
9.5 Duties of Vice Chairman.
- to assist the Chairman and to perform the Chairman’s responsibilities in his absence.
9.6 Duties of the Treasurer.
- to collect membership fees
- to properly account for all funds raised for special projects or any other purpose.
- to register WOSA as a Non-Profit Organisation ( Non-profit Organisation Act, Act 71 of 1997, section 13)
- to register WOSA as a Public Benefit Organisation.
9.7 Duties of the Secretary.
- To keep a record of all meetings to be ratified at the following meeting.
- To serve notice of the Annual General Meeting (AGM ) or Special General Meeting giving 30 days notice to members.
10. ELECTION OF OFFICE BEARERS
10.8.1 Office bearers shall be elected by the members in good standing at the AGM
10.8.2 Nominations for office bearers must be submitted to the secretary at least 10 days prior to the AGM. Such nomination shall be signed by the member being nominated as well as the proposer and seconder.
10.8.3 Should there be more nominations than there are vacancies, the office bearers shall be elected by ballot.
10.8.4 Office bearers shall serve for a period of one year and shall retire immediately after the election of the new office bearers at the AGM. An Office bearer so retiring shall be assumed to be nominated for re-election unless he has advised the Chairman otherwise.
10.8.5 Office bearers shall not be personally liable for any loss suffered by any person as a result of any act or omission which occurs in good faith while the office bearer is performing functions for or on behalf of WOSA
11. REMOVAL OF OFFICE BEARERS
11.1 An office bearer shall deemed to have vacated his office immediately if he:
11.1.1 ceases to be a member of WOSA
11.1.2 resigns from his office by notice in writing to the secretary or Chairman
11.1.3 is absent from three consecutive meetings of EXCO.
11.1.4 is declared bankrupt or insolvent.
11.1.5 becomes prohibited or disqualified from being a director of a company under the provisions of the Companies Act of 1929
11.2 An office bearer or any member of a sub committee appointed by EXCO shall cease to continue in that capacity if EXCO resolves to remove that member from office at a meeting of EXCO constituted for that purpose. At least 75% (seventy five percent) of the office bearers must vote in favour of the resolution to remove the office bearer or member of the subcommittee from office. At least 7 (seven) days notice of the meeting must be given to the office bearer or member concerned and he must also be given an opportunity to address the meeting.
12. GENERAL MEETINGS.
12.1 ANNUAL GENERAL MEETINGS.
12.1.1 An Annual General Meeting of Members (AGM) shall be held once per Financial year within 6 months of the Financial Year End, at such place and at such time as may be determined by EXCO.
12.1.2 Notice of the AGM shall be sent to all members not less than 30 days prior to the date of the AGM.
12.1.3 At the AGM the following business shall be transacted:
12.1.3.1 acceptance of previous AGM’s minutes
12.1.3.2 presentation and acceptance of the Chairman’s Report.
12.1.3.3 presentation and acceptance of the Financial Statements
12.1.3.4 presentation, discussion and acceptance of Project Reports
12.1.3.5 election of office bearers.
12.1.3.6 appointment of an auditor.
12.1.3.7 any other business
12.2 SPECIAL GENERAL MEETINGS
12.2.1 EXCO may, at its discretion, call a Special General Meeting at any time to consider any business which it deems appropriate or necessary.
12.2.2 EXCO shall call a Special General Meeting upon receipt of a written notice signed by no less than 12 members in good standing. The notice convening the meeting shall specify the purpose and business of the meeting. Such meeting shall be called to take place within 45 (forty five) days of the notice being lodged with the secretary and shall deal only with the specific matters requested.
12.3 QUORUM
12.3.1 A quorum for an AGM or Special General Meeting shall be 10% of members in good standing or 15 members in good standing, provided that, if no quorum is present within 15 ( fifteen )minutes after the time fixed for the meeting, then the meeting shall be adjourned for 2 (two ) weeks at the same time and venue. At such adjourned meeting the members then present shall be deemed to constitute the quorum for the transaction for all business for the meeting. However, in the case of a Special General Meeting called by a requisition of members , if a quorum is not present within the time specified above, the meeting shall be dissolved.
12.4 VOTING AT GENERAL MEETINGS
12.4.1 All matters submitted to a General Meeting, shall be determined by a vote. However, no voting shall take place on any matter at a General Meeting unless notice thereof has been sent to all members at least 30 days prior to the date of the meeting.
12.4.2 At the discretion of the chairman and by prior arrangement a proxy vote shall be acceptable. Proxy forms must reach the secretary not later than 72 hours before the meeting or any adjournment thereof.
12.4.3 each member in good standing shall have one vote.
12.4.4 Unless any member present at the General Meeting requests a secret ballot, decisions taken at a general meeting shall be decided by a show of hands.
12.4.5 Should a secret ballot be requested by a member in good standing present at the general meeting, a secret ballot shall be conducted.
12.4.6 The outcome of any voting at a general meeting, save where otherwise provided, shall be determined by a majority of those members in good standing present and the proxy votes.
12.4.7 Should there be equality in respect of the votes cast "for" and "against" then the chairperson shall exercise a casting vote.
12.5. REGISTER OF ATTENDANCE
a record shall be kept of all members attending General Meetings.
12.6 MINUTES OF GENERAL MEETINGS
The secretary shall duly record the minutes of each meeting. The minutes, after having been approved, shall be signed by both the Chairperson and the secretary.
13. VESTING CONTROL AND LIABILITY
13.1 All assets of WOSA shall be vested in, controlled and administered by EXCO and no member shall have any claim thereto. No profits or gains shall be distributed to any person and the funds of WOSA shall be utilised solely for investment or the aims and objectives for which WOSA was established.
13.2 The liability of members, of WOSA debts, shall be limited to the amount owing in respect of their due unpaid subscriptions and or other levies.
13.3 No activity either directly or indirectly shall promote the economic self-interest of any fiduciary or employee of WOSA otherwise other than by way of reasonable remuneration. WOSA may not distribute any of its assets to its members or office bearers, except as reimbursement for reasonable expenses incurred and or services rendered by express prior arrangement.
13.4 Remuneration paid to any employee, office bearer or other person shall not be excessive having regard to what is generally considered reasonable in his sector and in relation to the service rendered and has not and shall not economically benefit any person in a manner which is not consistent with WOSA's aims and objectives.
13.6 Funds shall be used solely for the aims and objectives for which WOSA was established or invested with a financial institution as defined in section 1 of the Financial Services Board Act ( Act no 97 of 1990)
14. POWERS OF EXCO
14.1 Without prejudice to its general powers of conducting the affairs of WOSA and in addition to other powers granted under this Constitution, but subject to the policies adopted by WOSA from time to time, the EXCO shall have the power on behalf of and in the name of WOSA to:
14.1.1 operate accounts with any bank or other registered institution,
14.1.2 purchase or acquire, invest, lease, exchange or otherwise dispose of any property, rights or assets, both movable and immovable and to borrow against security of its assets,
14.1.3 appoint suspend or discharge any employee of WOSA and to determine his/her remuneration and conditions of service,
14.1.4 make or amend rules and regulations,
14.1.5 fill casual vacancies on the committee,
14.1.6 increase or decrease annual subscriptions and impose any other levies which may be deemed necessary from time to time.
15 FUNDS AND ACCOUNTS
15.1 The Treasurer shall keep a record of all the assets of WOSA together with a full, faithful and business-like record of transactions of money of WOSA and preserve all vouchers and documents pertaining thereto, and shall ensure audited financial statements are presented at each AGM.
15.2 All monies received on behalf of WOSA shall be deposited in one or more banking accounts to be maintained by the Treasurer with such branch/s of such banks as the EXCO may deem fit, and all payments to be made on behalf of WOSA shall be made by a properly authorised cheque drawn on, or electronic transfer from such banking accounts.
15.3 All financial transactions must be approved by the Chairman.
15.3 The Financial year for WOSA shall be from July 1 to June 30 each year.
16. SIGNING OF DOCUMENTS.
All documents, contracts and negotiable instruments which are acquired to be executed on behalf of WOSA shall be deemed validly signed and executed if signed by the EXCO members duly authorised to do so.
17. PRESS AND MEDIA STATEMENTS
No press or other media statements and interviews shall be given on behalf of WOSA without the prior authority of the Chairman.
18. POWER TO AFFILIATE
WOSA may make affiliation arrangements with any other organisation.
19. ALTERATIONS TO THE CONSTITUTION
19.1 The Constitution may be added to, altered, varied or in any way amended by the resolution of not less than two-thirds majority of the members in good standing present and voting at any General Meeting
19.2 Any amendments to the Constitution shall be submitted to SARS
20. DISSOLUTION
20.1 WOSA shall dissolve if and when at least two thirds (2/3) of all paid up members present at a meeting convened for such purpose, vote in favour thereof. The EXCO existing at the time of such meeting, shall immediately become the trustees of WOSA's assets and shall ensure that all assets remaining after all liabilities are liquidated shall be transferred to a similar PBO with objects similar to those of WOSA and which has been approved in terms of section 30 of the Income Tax Act ( Act 58 of 1972 ) ('the Act')
