CONSTITUTION

1. The name of the Association shall be THE ASSOCIATION FOR THE PHYSICALLY DISABLED - GREATER JOHANNESBURG.

2. The Association shall collect contributions and carry out business in the magisterial districts of Johannesburg and Randburg.

3. THE OBJECTIVES OF THE ASSOCIATION SHALL BE:

3.1 To devise and promote schemes for the rehabilitation, education, training, employment, and welfare of the physically disabled; to provide for the detection of disabling conditions and to plan for the early and effective services of sociological or other nature for the rehabilitation of the disabled, including grants to persons directly concerned with such services or activities.

3.2 To maintain such staff and establishments, and to undertake such activities, as may be necessary to further these objectives.

3.3 To establish and where necessary to vary or disestablish such local associations, committees, sub-committees, joint committees and other working bodies as may be necessary for the furtherance of the Association’s objectives. Any local associations or committees established will be encouraged and helped to reach autonomy.

3.4 To act as a Co-ordinating and advisory body for all District Associations for the physically disabled within the GAUTENG SOUTH REGION.

4. COMPOSITION OF ASSOCIATION:

4.1 The Association shall consist of a Patron or Patrons, a President, one or more honorary Vice-Presidents, Ordinary Members and Life Members.

5. MEMBERSHIP:

5.1 Membership of the Council body may be conferred on any person wishing to voluntarily give of their time and expertise towards the advancement of the activities which the Association undertakes. New members may be elected by nomination, with seconding, from existing Council Members.

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5.2 The Council may in its discretion, confer honorary life membership on any person or corporation in recognition of special services rendered to the Association or to the cause of the welfare of the physically disabled in general.

5.3 Any donor or testator to the Association may when making such donation, request that it be applied to some specific activity of the Association; should such activity not be currently undertaken by the Association, then the Association may, with the consent of such donor, his/her heirs, successors or assigns, apply such funds to such other activity as may be close in nature to that specified; in the absence of any specific request, all funds will be applied to the general purposes of the Association.

6. GENERAL MEETINGS:

6.1 The Annual General Meeting of the Association shall be held not later than the 30th day of September in each year, at which audited accounts and a report on the activities of the Association for the previous financial year (which shall run from 1 April to 31 March) shall be presented.

6.2 At every Annual General Meeting the following business shall be conducted in addition to any other items which may be placed on the agenda:-

- Election of a President of the Association.

- Election of Vice-President/s of the Association.

- Election of the Honorary Treasurer of the Association.

- Consideration of the report on the activities of the Association.

- Approval of the accounts of the Association.

- Appointment of Registered Auditors to the Association.

- Election of the members of the Council.

6.3 A Special General Meeting may be called by the Council or by the Executive Committee, or upon requisition in writing to the Director or the Secretary by not less than twenty members in good standing. In such cases, notice of the meeting and the business to be transacted thereat shall be given in like manner as that for the Annual General Meeting, and shall specify the business to be discussed at such meeting. The Meeting shall not be competent to transact business the nature of which has not so been specified.

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6.4 At least (twenty-one) days= notice shall be given of the intention to hold a General Meeting, either by advertisement in two newspapers having wide circulation in Greater Johannesburg, OR by written notice posted by ordinary mail or delivered to the address of each member as recorded in the Association’s books. Such notices shall indicate briefly the nature of the business to be conducted at such meeting. It shall not be necessary in the case of the Annual General Meeting to include with such notice either the accounts to be approved or the report on the Association’s activities, both of which may be tabled at such Annual General Meeting.

6.5 At every General Meeting, Annual or Special, 10 (ten) members present shall constitute a quorum; in every case, should a quorum not be present by the time appointed for such meeting, the meeting shall stand adjourned for 7 (seven) days thereupon should no quorum be present at the time appointed, the meeting shall stand adjourned for 30 (thirty) minutes after which period those persons present shall constitute a quorum.

7. MANAGEMENT:

7.1 The management and administration of the Association shall be carried out by:-

- The Council.

- An Executive Committee, elected by such Council.

- Such Committees and/or Sub-Committees as may be elected as provided in this Constitution.

- Such staff as may be determined by the Executive Committee.

8. COUNCIL:

8.1 The Council of the Association shall, from the date on which this Constitution shall be valid, consist of the President and Treasurer of the Association, plus not less than six nor more than forty other persons of whom at least one-half are members in good standing of the Association.

8.2 Members shall, subject to the provisions of paragraph 8.3 following, be elected by ballot at an Annual General Meeting. Such ballot shall be by show of hands unless not less than one-half of those present demand such ballot shall be secret.

8.3 One-third of the members of the Council shall retire each year but be eligible for re-election.

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For the purpose of this section, such retiral cycles shall be determined by lot among the Council Members in office at the date of this Constitution; after three years, the normal rotation procedure shall apply.

8.4 The Council shall meet once per year immediately following the Annual General Meeting when it shall elect from its number a Chairman and not more than two Vice-Chairmen. At least 14 days notice shall be given the intention to hold a Council Meeting.

8.5 The Council shall have the right to co-opt any person willing to serve to fill any vacancy in the Council or to bring its numbers to the maximum permitted.

It shall likewise have the right to co-opt a person or persons to fill the post of President or Treasurer should either of these fall vacant during the working year.

8.6 At meetings of the Council, 6 members present shall constitute a quorum. The Chairman shall have a second or casting vote in cases of equality of voting.

8.7 The Council shall direct the affairs of the Association, and in particular, shall have the right to delegate powers relating to the administration of the Association to any person or body and, in particular, to an Executive Committee, and to make By-laws for the regulations of the business of the Association.

9. EXECUTIVE COMMITTEE:

9.1 The Council of the Association shall, at its first meeting after each Annual General Meeting elect an Executive Committee which shall be the main committee to attend to the affairs of the Association within such lines of policy as may be laid down by the Council.

9.2 Such Executive Committee (>EXCO=) shall consist of the following members:-

- The Chairman of the Council who shall be the Chairman of Exco.

- Two Vice-Chairmen.

- The Honorary Treasurer of the Association; or in his absence an alternate, who shall be so designated by Exco.

- The Chairman of such Committees or Sub-Committees as have been established by Council or Exco and designated by it as entitled to representation on Exco.

- Not more than three further members of the Council all of whom shall be elected thereto by the Council.

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- Not more than three persons, not necessarily members of the Council, who Exco may co-opt by reason of their special skills, knowledge or interests, and who shall hold office at the pleasure of Exco.

9.3 Where Chairman of Committees are members of Exco, their Vice-Chairmen shall act as alternates in the absence of such Chairmen at meetings.

9.4 There shall be present at all meetings of Exco the senior staff member of the Association and such other staff members who may be approved by Exco, who shall have a voice at such meetings but no voting powers.

At least 14 days= notice shall be given of the intention to hold an Exco meeting.

10. POWERS AND PROCEDURE OF EXCO:

10.1 Exco shall be empowered to carry on the work of the Association in such manner as it may think necessary and proper, subject, however, to the general policy of the Council and to such special instructions as may be laid down, or given to it by the Council from time to time.

10.2 In addition to its general powers, the Executive Committee shall have power on behalf of the Council:-

10.3 To collect and receive monies by way of bequests, donations, grants, collections or in any other manner.

10.4 To appoint staff members and other employees to determine their conditions of service, to discuss such employees and to appoint others in their places, and to regulate and control the functions of the Association’s offices; and to delegate to such persons such powers as it may determine as proper and necessary for the efficient administration of the Association.

10.5 To enter into contracts and agreements for the use and benefit of the Association.

10.6 To authorise the acquisition and disposal of property both movable and immovable.

10.7 To mortgage and encumber the property and assets of the Association and to let any of its property.

10.8 To institute and defend actions and proceedings at law, which said actions and proceedings shall be instituted and proceeded in, by or against the Association.

10.9 To invest any money belonging to the Association in such manner as shall be considered advisable, both long and short term.

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10.2.1 To realise any investments, to change and to reinvest the same.

10.2.2 To make available in its discretion and subject to such conditions as it may consider necessary financial and/or other assistance by way of a grant and/or with or without security and with or without interest:-

- To any person or persons or institutions to initiate or pursue studies or investigations or to promote the development of means calculated to advance the prevention of disablement and/or to ameliorate the effects of disablement.

- To constituent or affiliated bodies of any body concerned with the care of physically disabled persons for the purposes of such body, including the purchase of motor vehicles.

- When deemed necessary for their subsistence, welfare training or rehabilitation, to physically disabled persons, their families or dependants.

10.2.3 To borrow or raise from time to time for the purpose of the Association such sums as it deems fit.

10.2.4 Exco shall also determine and is authorised to put into effect the regulation of the manner in which banking and/or building society accounts shall be conducted on behalf of the Association, and in particular to designate what signing powers shall be granted for operating the Association’s accounts.

10.2.5 To engage in such educational and fund raising activities as may be required to ensure the continuance of the Association’s work.

To co-operate with appropriate governmental, provincial and municipal bodies, the National Council for Persons with Disabilities in South Africa, other bodies having similar aims to the Association, all such other bodies and persons as may be able to assist the Association in the attainment of its objectives.

10.2.6 Acquire and dispose of assets of any nature, whether movable or immovable; to accept donations or bequests of any kind; to administer the assets of the Association in such manner as may be conducive to its interest; to open and operate accounts at banks, building societies and other financial institutions; to invest the monies of the Association not immediately required in such manner and upon such terms as the Executive Committee may determine, and to vary such investments from time to time; to make available, subject to such conditions as may be required in the circumstances, monies in the form of grants, loans, bursaries and other payments to physically disabled persons, their families and/or dependants with or without security and with or without the payment of interest; to establish or join pension, provident or other funds, and group insurance or

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medical aid schemes; to provide funds for superannuation or other grants to employees of the Association; to make funds available to any person or persons or institutions to initiate or pursue studies or investigations in the interest of promoting the objectives of the Association; to subsidise the attendance of proper persons at such meetings, conferences and proceedings as may bear upon the work of the Association; to borrow or raise such sums from time to time as the Association may deem fit, with or without security.

11. MEETINGS OF EXCO:

11.1 Exco shall meet at least six times during the year of office. ATwo of such meetings to be held at six monthly intervals shall be attended by two representatives from each District Association in GAUTENG SOUTH REGION@. Half plus one of the total number of members of the Executive Committee shall constitute a quorum for the conduct of all business.

11.2 Exco meetings shall be held under the Chairmanship of the Chairman, or in his absence one of the Vice-Chairmen. In the event that none of these is present, the meeting shall elect from among their number a Chairman for that particular meeting.

11.3 All Exco and Finance Meetings must be minuted. Minutes of these meetings must be approved and kept

12. PROCEDURE OF MEETINGS:

12.1 The Council, Exco, and every committee or sub-committee of the Association shall make its decisions by show of hands unless a ballot be specifically required by any committee member. Every Chairman shall, in the case of equality in voting, have a second or casting vote.

12.2 A resolution of Exco made in writing and signed by not less than a number of members totalling one-half of the then membership of Exco plus one, shall be as valid and effective as a resolution passed at a duly constituted meeting of such committee.

12.3 That the Chairman of Executive Committee or any committee or sub-committee serve two years and may be re-elected immediately for a further two years by the Executive Committee, after which a one year break must be taken before re-election.

Such restriction shall not apply to any President of the Association or the Honorary Treasurer or a member of staff who chairs a technical or working committee.

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12.4 Any office-bearer of the Association with the exception of the President or an Honorary Vice-President, being a Chairman or Vice-Chairman of any committee or sub-committee shall not be eligible for election to such office after the end of the year in which he or she attains the age of 70 years but which age limit the Council may, in its discretion, extend generally or specifically.

12.5 A member of any committee or sub-committee who fails to attend three consecutive meetings of such committee or sub-committee without leave of absence shall be deemed to have resigned from such committee or sub-committee, which may at the next succeeding meeting co-opt a new member in replacement.

12.6 No motion to re-open any question decided at any previous meeting of any committee held within the preceding 12 months shall be considered without 7 days prior notice of such motion having been given and included in the agenda, for the forthcoming meeting. .

12.7 The President and Treasurer of the Association, and the Chairman of the Council/Exco, shall be ex-officio members of every committee and sub-committee of the Association, and shall receive notice of all meetings to be held.

12.8 This Constitution may be altered from time to time at an Annual General Meeting or Special General Meeting of the Association, provided that notice including the specific amendments to be introduced is given at the time notice of the meeting is given. A two-thirds majority of members present shall be necessary to carry any proposed amendment.

13. INDEMNIFICATION:

13.1 No member shall be liable for the debts of the Association as a corporate body.

13.2 Any officer, director, agent, committee member or member of the Association, or any officer, director or employee of any such member or the legal representatives of any of them, who is made a party of to any suit, action or proceeding, whether civil, criminal or administrative, by reason of such affiliation with the Association or the performance of any act within such person’s assigned responsibility acting under the Association’s existing Constitution, By-laws or Practice, shall be indemnified by the Association, to the extent that it is then financially able to do so, against the reasonable expenses, including legal fees, actually and necessarily incurred by such person in the defence of such suit, action or proceedings or any appeals thereon against any monetary damage or penalty imposed upon such person and his/her or its membership of the association or performance of any act within such person’s assigned responsibility as member or employee.

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14. DISSOLUTION OF THE ASSOCIATION:

14.1 The Association may be dissolved if at least two-thirds of the members present or represented by proxy at a general meeting convened as provided herein shall so decide or by the Director : Nonprofit Organisations in accordance with Section 14(a) of the Act 71 of 1997. The notice of meeting shall state clearly that the dissolution of the Association and the disposal of its assets are to be considered.
14.2 If, upon dissolution of the Association there remain any assets after the satisfaction of its debts and liabilities, such assets shall not be paid to or distributed among its members, but shall be given to such registered Welfare Organisation/s as have objects similar to those of the Association, and which must also be within the Republic of South Africa and themselves exempt from Income Tax, or failing such a decision, to such organisation as may be designated by the AThe Director : Nonprofit Organisations@.

14.2.2 On dissolution of the institution the remaining assets will be transferred to charitable, religious or educational 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.

15. The Association is registered as a Vendor for the purposes of the Value Added Tax Act No 89 of 1991 as amended by the Taxation Laws Amendment Act No 136 of 1991.

16. The property or income of the Association shall be utilised solely in the furtherance of its aims and objects 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 the payment in good faith of reasonable remuneration of any officer or employee of the Association for any services actually rendered to it.

17. Any new amendments agreed following the adoption of this Amendment to the Constitution will be submitted to the Commissioner of Inland Revenue for information.

18. The Association may not carry on any business including the letting of property unless it is to the benefit of the Association to develop its services to disabled people.

19. No Member of the Management shall have a direct interest in or benefit from any contract which the Management may conclude with any Company.

20. The institution may not have the power to carry on any business of a commercial nature.

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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).

It must be noted that where shares (other than shares as mentioned above) have been donated or bequeathed to an exempt institution the shares may be held without jeopardizing the exempt status of the institution.