CONSTITUTION OF GLENDALE HOME
Voluntary Association with Members
- NAME OF THE ASSOCIATION
- LEGAL STATUS
- INCOME AND PROPERTY OF THE ASSOCIATION
- TAXATION OF ASSOCIATION
- POWERS OF ASSOCIATION
- THE GOVERNING BOARD
- MEETINGS OF MEMBERSHIP
- NOTICES OF MEETINGS
- FINANCES AND REPORTS
- AMENDMENTS TO THE CONSTITUTION
1) NAME OF THE ASSOCIATION
1.1. The name of the Association is GLENDALE HOME.
1.2. The name Glendale Home is to be read in as replacing any other name by which the Association has been referred to since its establishment in 1966. These names include amongst others: Glendale, Glendale Home for the Jewish Handicapped and Glendale Home for the Intellectually Challenged.
The Association is a non-profit organisation operating within the Western Cape that is established for the following public benefit objectives:
2.1. To provide care for Jewish persons with intellectual disabilities at Glendale Home, Galway Road, Heathfield, and/or at such other place or places within the Western Cape as may be determined from time to time.
2.2. To establish and conduct such therapy centers for Jewish persons with intellectual disabilities.
2.3. To provide medical, psychological, psychiatric, social and educational services for persons with intellectual disabilities who attend or are residents at Glendale Home or other Jewish community services for persons with intellectual disability.
2.4. To create such other facilities and provide food, meals, board and lodging, clothing or other necessities, comforts or amenities and generally to render such services for the benefit of Jewish persons with intellectual disabilities.
2.5. To do all such things as may from time to time be determined to attain and/or implement these Objectives; including measures that may be needed to enhance the viability of the home
3) LEGAL STATUS
The Association is a body corporate with its own legal identity which is separate from its office -bearers and members. The Association will continue to exist even if the members change.
4) INCOME AND PROPERTY OF THE ASSOCIATION
4.1. Members and office-bearers have no rights in the property or other assets of the Association solely by virtue of their being members or office-bearers.
4.2. The income and property of the Association shall be used solely for the promotion of its stated objectives and shall not be paid or distributed directly or indirectly to any person, or to any member of the Association or office-bearers, except as reasonable compensation for services actually rendered to the Association or reimbursement of actual costs or expenses reasonably incurred on behalf of the Association.
5) TAXATION OF ASSOCIATION
The Association may apply to the Commissioner for the South African Revenue Service for approval as a Public Benefit Organisation in terms of section 30 of the Income Tax Act. Upon approval, the provisions set out in Schedule A shall bind the Association.
6) POWERS OF ASSOCIATION
a) The Association shall have the same powers as that of a company under the Companies Act, as amended. Such powers include:
b) Accept bequests of all kinds for the furtherance of its objects or any of them subject to such terms and conditions as it may decide;
c) To institute or defend any legal or other proceedings and to settle any claims;
d) To prudently invest funds of the Association;
e) To buy, attain, maintain, manage, lease, sell, or in any way deal with property and assets of the Association;
f) To donate and transfer the property and assets of the Association to public benefit organisations with similar objectives,
g) To borrow and to use the property or assets of the Association as security for borrowing, To execute any act or deed in any deeds registry, mining titles or other public office.
h) To exercise all the management and executive powers ordinarily vested in the Board of Directors of a Company, and
i) To carry out all the powers and authority of the Association in South Africa and in any other part of the world.
7. THE GOVERNING BOARD
7.1. Powers: The Governing Board shall manage the affairs of the Association in accordance with this Constitution, resolutions of members in a General or Special Meeting and any Code of Good Practice adopted by the Board.
7.2. Number: A minimum of (3) three members and not more than (12) twelve members shall serve on the Governing Board.
7.3. Election: All members of the Governing Board shall be members of the Association. Nominations for election shall be lodged at Glendale Home or any other way as determined by the Governing Board, ten (10) days prior to the Annual General Meeting. The nomination must be signed by the proposer, seconder and nominated party. The Governing Board shall be elected by the members of the Association at an Annual General Meeting.
7.4. Term of office: Board members shall serve a two (2) year term of office. At the appropriate biennial Annual General Meeting Board members shall retire but shall be eligible for re-election.
7.5. Election and Portfolios of Board Members: The Governing Board shall as soon as possible after the Annual General Meeting elect from among its members a Chairperson, Vice-Chairperson and Treasurer who shall hold such positions until the next Annual General Meeting. The position of Past Chairperson will be assumed where appropriate.
7.6. Vacancies: The Governing Board shall have the right to accept resignations and must, as soon as reasonably possible, appoint someone to fill any vacancy that reduced the number of board members to less than three. The next General Meeting must confirm such appointment otherwise it will lapse.A Board Member is deemed to have resigned when he or she has failed to attend three (3) consecutive Board meetings and the Board in its discretion resolves to accept the resignation.
7.7. Co-option: The Governing Board may co-opt additional members as it may consider appropriate.
7.8. Delegation of Powers: The Governing Board may delegate any of its powers or functions to a committee or member(s) of the Association provided that: such delegation and conditions are reflected in the minutes for that meeting, at least one Board member serve on the committee, the Board in advance approves all expenditure incurred by the committee or member, and the Governing Board may revoke the delegation or amend the conditions.
7.9. Procedures at Meetings: The Governing Board may regulate its meetings and proceedings as it finds fit, subject to the following:
a) The Chairperson shall chair all meetings of the Governing Board.
b) Meetings of the Governing Board may be conducted face-to-face or electronically which would allow Governing Board members to be present and participate through electronic means.
c) If the Chairperson is not present within 30 (thirty) minutes of the appointed time of the meeting, the Vice-Chairperson shall chair such meeting. In both their absence, the Board members present at the meeting shall elect a chairperson for that meeting.
d) The Chairperson shall convene a meeting of the Governing Board at least once per month and on three (3) days’ notice unless an emergency meeting is called at24 (twenty-four) hours’ notice at the written request of any two (2) members of the Governing Board.
e) The quorum for a meeting of the Governing Board shall be two-thirds of the serving Governing Board members.
f) If no quorum is present, the Governing Board may make no decision, except to preserve the assets of the Association and to call a meeting of the general members.
g) Each Governing Board member present shall have one (1) vote.
h) The Governing Board may invite other persons to attend Board meetings to assist in its deliberations.
i) Questions arising shall be decided by consensus, failing which through a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
j) Proper minutes and attendance records must be kept of all meetings of the Governing Board. The Chairperson for the meeting shall sign the minutes which shall be available at all times for inspection or copying by any member of the Association on seven (7) days’ notice to the Secretary or the Vice-Secretary.
k) A resolution signed by all members of the Governing Board shall be as valid as if passed at a duly convened meeting of the Governing Board.
l) The Governing Board may appoint employees upon such lawful terms and conditions as it may deem necessary.
Any person over the age of18 (eighteen) years who has contributed funds to the United Jewish Campaign or Glendale Home during the preceding calendar year is a member of the Association.
8.2. Conditions and Criteria
The Governing Board may determine further conditions and criteria for membership. Applications for membership that do not comply with such conditions and criteria may be refused by the Governing Board.
8.3. Transfer of Membership
Membership is not transferrable.
8.4. Register of Members
The Governing Board must keep a register with the names and addresses of all the members. For this purpose, the Governing Board shall request the United Jewish Campaign to keep a register of those members that have made contributions.
8.5. Honorary Life Members
The Board shall be entitled to confer honorary life membership on any person it deems fit in recognition of valuable services that this person has rendered at Glendale Home or the South African Jewish community, provided that only a maximum of3 (three)honorary life memberships are granted in any one year.
8.6. Automatic Termination of Membership
Membership automatically terminates upon the receipt by the Association of a notification of the death of a natural member, dissolution of an organisational member, written resignation or where the members has not contributed financially towards the United Jewish Campaign or Glendale Home in the preceding calendar year.
8.7. Termination by Governing Board
Membership terminates if a member is removed by a resolution of the Governing Board. Provided that the member has been given an opportunity to make written or verbal representations at a meeting of the Governing Board pertaining to the proposed termination, and the Board’s decision to terminate membership was confirmed by resolution of two-thirds of the members present at the next General Meeting, otherwise it will lapse.
9.MEETINGS OF MEMBERSHIP
9.1. Annual General Meetings
All Annual General Meetings (AGMs) must be held within ten (10) months of the Association’s financial year-end. At least 14 (fourteen)days’ written notice must be given to all members stating the date, time, place and business of the AGM, which business must include:
a) The Chairperson’s report,
b) The presentation of the Association’s Annual Financial Statements,
c) The election of Governing Board members,
d) The appointment of Auditors, and
e) Other appropriate matters.
9.2. Special General Meetings
The Governing Board or not less than 30 (thirty) members may call a Special General Meeting of the Association. The Special General Meeting shall be convened on similar notice as applicable to an Annual General Meeting.
If the Governing Board fails to give notice within7 (seven) days of the request, such members shall be entitled themselves to give notice of and to convene the meeting.
9.3. Powers of the General Meetings
The members in a properly convened General Meeting of the Association are the highest decision-making structure of the Association as set out in this Constitution. The members in General Meeting may review, approve or amend any decision taken by the Governing Board but no such resolution of the Association shall nullify any earlier resolution taken by the Governing Board in accordance with the provisions of this Constitution.
9.4. Procedures at General Meetings
The Members may regulate their meetings and proceedings as it finds fit, subject to the following:
a) The Chairperson shall chair all General Meetings.
b) General Meetings of the Association may be conducted face-to-face or electronically which would allow members to be present and participate through electronic means.
c) If the Chairperson is not present within thirty (30) minutes of the appointed time of the meeting, the Vice-Chairperson shall chair such meeting. In both their absence, the members present at the General Meeting shall elect a chairperson for that meeting.
d) The quorum for General Meetings of the Association shall be15 (fifteen)members in good standing.
e) If a quorum is not present within fifteen minutes of the appointed time of the meeting, the meeting must be adjourned to another date, within fourteen (14) days thereafter. Notice, as provided for under the constitution, must be given to all members of the Association of such adjournment.
f) If no quorum is present at the reconvened meeting within fifteen (15) minutes of the appointed time, the members present, shall deem to constitute a quorum for that meeting. A resolution put to the vote shall be decided by means of a show of hands or by ballot. A vote by ballot can be demanded by not less than one third the members present.
g) Each member present shall be entitled to one (1) vote.
h) Except where this constitution requires a higher threshold, questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
i) Proper minutes and attendance records must be kept of all General Meetings. The chairperson must sign the minutes which shall be available at all times for inspection or copying by any member of the Association on two days’ notice to the Secretary or the Vice-Secretary.
10. NOTICE OF MEETINGS
10.1. All notices in terms of this constitution must be given to members in writing (personally, post or electronic communication) to the address provided by the members.
10.2. The accidental omission to address notices to any member shall not nullify the proceedings of any meeting.
10.3. A member present in person at any meeting shall be deemed to have received notice of such meeting
10.4. If posted, notices shall be deemed to have been received seven (7) days after posting.
11. FINANCES AND REPORTS
The Governing Board must open a bank account in the name of the Association with a registered Bank.
Cheques and other documents requiring signature on behalf of the Association shall be signed by at least two (2) persons authorized by the Governing Board.
11.3. Financial year-end
The financial year end of the Association shall be 31 December.
11.4. Financial Report
The Governing Board must ensure that proper records and books of account which fairly reflect the affairs of the Association are kept, and within six (6) months of its financial year a report is compiled by an independent practicing auditor registered in terms of the Auditing Profession Act stating whether or not the financial statements of the Association are consistent with its accounting records, the accounting policies are appropriate and have been appropriately applied with in preparing the financial statements and the Association has complied with the financial provisions of this constitution.
12. AMENDMENTS TO THE CONSTITUTION
12.1. This Constitution may be amended and the name of the Association may be changed by resolution of two-thirds of the members present at a General Meeting.
12.2. At least twenty-one (21) days’ notice of the Meeting stating the nature of the resolution to be proposed must be given to all the members of the Association.
12.3. At the said General Meeting, the amendments and/or additions shall be proposed an seconded in the customary manner and after discussion may be passed as proposed or in a modified form by a majority of members present.
12.4. Details of the amendments that have legal consequences in relationship to state institutions, other organisations or bodies shall be provided as soon as possible after the meeting.
13.1. The Association may be dissolved by resolution of two-thirds of the members present at a General Meeting convened for the purpose of considering the Associations dissolution and the disposal of its assets.
13.2. Upon the dissolution of the Association, after all debts and commitments have been paid, any remaining assets shall not be paid to or distributed amongst members, but shall be transferred by donation to some other Jewish non-profit organisation which the Governing Board (and failing which the members in General Meeting) considers appropriate and which has objectives the same or similar to the objectives of the Association; such as:
a) Any similar Cape Town-based Jewish public benefit organization which has been approved in terms of section 30 of the Income Tax Act,
b) Any institution, board or body which is exempt from tax under the provisions of section 10 (1)(cA)(i) of the Income Tax Act, which has its sole or principal object the carrying on of any public benefit activity,
c) Any department of state or administration in the national or provincial or local sphere of government of the Republic.
14.1. Subject to the provisions of any relevant law, members, office-bearers or appointed delegates of the Association shall be indemnified by the Association for all acts done by them in good faith on its behalf.
14.2. Subject to the provisions of any relevant law, no member of the Association or appointed delegates shall be liable for the acts, omissions, neglects or defaults of any other member or office bearer, or for any loss, damage or expense suffered by the Association, 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.
SCHEDULE A – REQUIREMENTS FOR APPROVAL AS PUBLIC BENEFIT ORGANISATIONS
As provided for in Clause 5 of this Constitution, The Association intends to apply to the Commissioner for SARS for approval as a Public Benefit Organisation in terms of Section 30 of the Income Tax Act. Upon approval the Association shall:
a) Be required to have at least three persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of the organisation.
b) Ensure that no single person directly or indirectly controls the decision making powers relating to the Association.
c) Is prohibited from distributing any of its funds to any person (otherwise than in the course of undertaking any public benefit activity) and is required to utilise its funds solely for the object for which it has been established.
d) Be prohibited from accepting any donation which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A; provided that a donor may not impose 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.
e) Ensure that it is not knowingly a party to, and does not knowingly permit itself to be used as part of any transaction, operation or scheme of which the sole or main purpose is or was the reduction, postponement or avoidance of liability for any tax, duty or levy, which, but for such transaction, operation or scheme, would have been or would have become payable by any person under the Act or any other Act administered by the Commissioner.
f) Submit to the Commissioner a copy of any amendment to this constitution.
g) Not pay any remuneration 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.
h) Comply with such reporting requirements as may be determined by the Commissioner.
i) Take reasonable steps to ensure that the funds which it may provide to any association of persons as contemplated in paragraph 10(iii) of Part 1 of the Ninth Schedule of the Act are utilised for the purpose for which they are provided.
j) Has not and will not use its resources directly or indirectly to support, advance or oppose any political party.