THE ASSOCIATION CONSTITUTION

1. Name

The name of the Association shall be the Virtiply Guardians Membership (hereinafter referred to as “the Association”). with the office address: Second Floor, S8, Corner de Beers Avenue and Broadway Boulevard, R44, Somerset West, 7130.

2. Legal status

(2.1)   The Association is and shall continue to be a distinct and separate legal entity and body corporate, with the power to acquire, to hold and to alienate property of every description whatsoever, and with the capacity to acquire rights and obligations and having perpetual succession.

(2.2)   All actions or suits, proceedings at law or any arbitration shall be brought by or against the Association in the name of the Association and the committee may authorise any person or persons to act on behalf of the Association and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.

3. A non-profit Association

Notwithstanding anything to the contrary herein contained:

(3.1)   The Association is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Association or its individual members.

(3.2)   The income, funding and assets of the Association shall be applied solely to fulfil the objectives of the Association and to defray costs in meeting these objectives of the Association.

(3.3)   No part of the income or assets of the Association shall be paid, directly or indirectly, by way of dividend or donation, to any member other than by way of the benefits to which a member is entitled in terms hereof or to administration or other costs.

4. Rights of members

(4.1)   Membership of the  Association in any of the classes of membership does not and shall not give any member of any class a right to any of the moneys, property or assets of the  Association but only confers upon such members the benefits and privilege of membership subject to such charges and reasonable restrictions as the committee may from time to time impose and subject to the by-laws in force for the time being.

(4.2)   A member whose application for membership has been accepted shall be bound by the constitution, rules and by-laws of the Association, and any section thereof, which are then in force, or which subsequently may be altered or amended and in force at any future time.  No person shall be absolved from the effect and application of the constitution, rules and by-laws by reason of the fact that he may not have received a copy thereof.

5. Liability of members

The liability of members is limited to the amount of unpaid subscriptions or other monies owing by them to the Association.

6. Objectives

6.1:      to source and negotiate products, benefits and services to the benefit of the members;

6.2      to offer services, products and benefits to the different classes / categories of membership;

6.3      to work with all relevant role players to uplift members, financial and otherwise;

6.4      to work with all relevant role players to assist members to improve their lives;

6.5      to assist members where possible in time of need and where funds is available;

7. Powers of the Association

Subject to the provisions in this Constitution, the Association shall have all such powers as are necessary for the proper attainment of the objects set out in clause 6 above and shall, in particular, have the following express powers;

(7.1)   to collect subscriptions, fees, grants, sponsorships and donations as may be the case;

(7.2)   to apply for grants, sponsorships, donations and any type of funding or fundraising projects available to the Association to meet the objectives of the Association.

(7.3)   to acquire any movable or immovable property in the name of the Association, calculated to benefit the Association and to advance its objects and to maintain, and alter any of the Association’s property;

(7.4)   to institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or its officers, or otherwise concerning the affairs of the Association;

(7.5)   to open bank accounts in the name of the Association and to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with the business and affairs of the Association without giving any personal guarantees or securities;

(7.6)   to invest and deal with any moneys of the Association not immediately required for the purposes of the Association;

(7.7)   to secure the fulfilment of any contracts or engagements entered into by the Association;

(7.8)   to establish, promote or assist in establishing or promoting and to subscribe to or become a member of any  Association or society whose objects are similar or partly similar to the objects of the  Association, or the establishment or promotion of which may be beneficial to the  Association, provided that no subscription be paid to any such other  Association out of the funds of the  Association except bona fide in furthering of the interests of the  Association;

(7.9)   to support and subscribe to any institution or society which may be for the benefit of the Association or for its employees whether past or present;

(7.10) to borrow or raise and give security for money by the issue of bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Association or by mortgage of all or any part of the property of the Association to meet the objectives of the Association;

• subject to the provisions in this Constitution of the Association, to enter into leases and any other forms of contract whatsoever including sales and purchase of movable and immovable property of any kind whatsoever;
• the Executive Committee shall have the right to outsource any management and administration services to meet the objectives of the Association and to determine fees to be paid for such management services;
• subject to the provisions in this Constitution, engage in business activities to sustain ongoing income / funding to enable the Association to meet is objective.
• The relationship between the Association and the members create a relationship and an insurable interest and the member give the right to the Association to enter in contracts and schemes on behalf of the members and to sign on behalf of the members to the benefit of the member.

8. Members

There shall be the following classes of members of the Association, namely:

(8.1)   Founder members;

(8.2)   Executive members;

(8.3)   Ordinary members;

the Membership Committee shall have the power to introduce other classes of members and to determine from time to what benefits each class of member will receive and also to determine the initial and monthly membership fee for each class of membership if applicable.

9. Qualification for membership

The persons eligible for the various classes of membership of the Association shall be as follows:

(9.1)   Ordinary members:

Any person who has attained the age of [18] years shall be eligible for membership as a member of the Association subject to such conditions as the committee may impose upon such person on election.

(9.2)   Founder members:            The Founder members of the Association, who shall be the first Executive members, shall be;

(9.2.1)     Ruan Malan.

(9.2.2)     Jozef Wolhuter Joubert.

(9.2.3)     Deon Zeelie.

who shall be subject to the rules and regulations of the Association. These members will have the right to resign office at any stage and has the right to take up office at any stage again after resignation and who have full voting rights at any meeting.

10. Election of members

(10.1) A Membership Committee reporting to the Executive Member Committee will be formed and will have the Power and the right to manage and administer all issues regarding the membership of the Association in order to meet the objectives of the Association.

(10.2) Candidates for membership shall be elected by a majority vote of the Membership Committee of the Association or a subcommittee appointed by it.

(10.3) The founder members as the of the Association shall be the subscribers to this constitution whose names and signatures appear below and who will form the first Executive Committee.

11. The Committee

The Executive Committee shall consist of;

(11.1) the founder members who shall be ex officio members of the committee;

(11.2) there is no limit to the additional persons whom the committee may nominate and appoint to any of the committees, including the Executive Committee or to different subsidiary committees for such period as the committee may decide;

(11.3) there is no limit to the additional members whom the Executive Committee may appoint as representatives of duly constituted branches of the Association, on the recommendation of the executive bodies of those branches.

(11.4) Committee members appointed or co-opted to the committee shall only be entitled to vote at committee meetings if they were appointed with voting rights at the time when they were so appointed or co-opted by the committee.

(11.5) The Executive Committee will have the power to appoint additional member to all different committees and to determine their voting rights.

12. Control

All funds, property and assets of the Association are subject to the control of the Executive Committee, which may on a majority vote at any meeting at which a quorum is present, issue instructions to the Secretary or appointed person, who shall be binding on him upon being duly minute and signed by the Chairman of the committee.

13. Management of the affairs of the Association

(13.1) The management and control of the affairs of the Association shall vest in the Executive Committee, which shall have full power and authority to do any act, matter, or thing, which could or might be done by the Association. In addition to the general powers and authorities hereby conferred on the committee, and without in any way limiting such powers and authorities, the committee shall have the following further special powers:

(13.2) to appoint such agents, officers, managers, clerks and servants for permanent, temporary or special services as they think fit, and to invest them with such powers as they may think expedient, and to determine their duties and fix and vary their salaries or emoluments (if any) and to suspend or discharge any such persons at their discretion;

(13.3) to execute in the name of the Association, any contracts;

(13.4) to refer any claim or demand by or against the Association to arbitration or Legal Bodies and to perform, or refuse to perform, the award;

(13.5) to make and give receipts, releases and other discharges for moneys payable to the Association and for the claims and demands of the Association;

(13.6) to appoint persons who shall be entitled, on behalf of the Association, to sign bills of exchange, cheques receipts and negotiable instruments;

(13.7) to make, vary and repeal by-laws for the regulation of the affairs of the Association, its officers and servants, or the members of any class of the Association, provided that such are not inconsistent with or contrary to the constitution;

(13.8) to delegate to any subcommittee or subcommittees all or any of the authorities conferred on the committee by these rules and such subcommittee shall have such powers as may be conferred on it at the time of its appointment, or thereafter, by the committee of the  Association and to be subject in all respects to such rules and by-laws or instructions as may from time to time be framed, given or approved by the committee;

(13.9) to establish sections and branches of the Association and determine their functions;

(13.10) to fix the remuneration of the Association’s auditor or auditors or Attorney (s), where applicable;

(13.11) to outsource management and other services and to determine fees payable for such outsourced services.

14. Meetings of the Committee

(14.1) The Committee shall, at its first meeting, elect one of its members as Chairman of the Committee and of the Association and another of its members as Vice-Chairman of the Committee and Vice-Chairman of the Association.  Should both the Chairman and Vice-Chairman not be present at any meeting of the Committee, the members thereof present shall elect from their number a Chairman for that meeting.

(14.2) The Committee shall meet at least four times in each year.  At least two weeks’ notice shall be given of all meetings of the Committee unless all members of the Committee agree to accept shorter notice. Meetings may be in person or virtually on-line.

(14.3) The quorum for a meeting of the Committee shall be 3 (three) members present at the commencement of and throughout the meeting.  Any decision of the Committee shall be by majority vote by show of hands of those present.  Each person entitled to be present and to vote shall have one vote and the Chairman of the meeting shall not have a casting vote.  Voting by proxy shall be permitted.

(14.4) The Secretary of the Association shall convene a special meeting of the Committee on the instructions of the or upon the written request of at least two members of the Committee.

(14.5) The Committee shall keep a register of all members of the Association, together with their addresses, and proper accounting records and it shall further keep minutes of the appointment of officers and names of members of the Committee present at any meeting.

(14.6) Members of the Committee serve in a personal capacity and not as representatives of any members of organisations.

(14.7) A resolution in writing, which is signed by all members of the Executive Committee and inserted in the minute book of the Committee, shall be as valid and effective as if passed at a meeting of the Executive Committee.  Any such resolution may consist of several documents in the same form, each of which is signed by one or more members of the Executive Committee and shall be deemed (unless the contrary appears from the resolution) to have been passed on the date on which it was signed by the last member of the Committee entitled to sign it. Any document signed on-line or through email will be accepted as a the original document.

(14.8) All acts done by any meeting of the Committee or by any person acting as a member of the Committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee.

(14.9) The inadvertent omission to give notice of any meeting of the Committee shall not invalidate the proceedings at any such meeting.

(14.10) The proceedings of the Committee shall be valid notwithstanding any temporary vacancy in the Committee.

15. Annual general meetings

(15.1) The annual general meeting of members of the Association shall be held at such time and place as the Executive Committee may determine but as soon as possible after the first day of May in each year.

(15.2) Notice of the date, time and place for the holding of the Annual General Meeting shall be send by any legally accepted communication to each of the members of the Association at his registered address as appearing in the register of members, at least [2] weeks before the date fixed for the holding of such meeting.

(15.3) The omission to send any such notice to any member shall not invalidate the holding of the meeting, or the passing of any resolution thereat.

(15.4) Notice of the terms of any resolution to be proposed at an annual general meeting, other than concerning ordinary and general business, shall be lodged with the secretary at least [14] days before the date fixed for such meeting.

(15.5) Only members with voting rights shall have voting powers at annual, general or special general meeting.

16. Proceedings at annual general meeting

(16.1) At the Annual General Meeting the Committee shall present an audited balance sheet and income statement drawn as at the last day of February of the preceding financial year, together with its report.

(16.2) The ordinary business to be done at an Annual General Meeting shall be to;

(16.2.1)    confirm the minutes of the previous annual general meeting;

(16.2.2)    receives, explain and discuss the report of the Committee and the financial statements for the preceding financial year with the auditor’s report thereon as approved by the Committee.

(16.2.3)    accepts and approved the financial statements presented. The financial statements are to be signed off by the Chairman after accepted by the Annual General Meeting.

(16.2.3)    elects and appoints the Executive members for the next year.

(16.2.4)    approve major projects, appointment of Auditors and approve other issues that were referred to the Annual General Meeting for approval.

17. Audit

The Association’s auditors will prepare duly audited accounts for each financial year ending the last day of February. The Association’s auditors are to be appointed on or before the 1 June and they will hold office subject to annual re-appointment by the committee.

18. Chairman at general meetings

The chair at all general or special general meetings of the members of the Association shall be taken by the Chairman of the Association or, in his absence, by the Vice-Chairman. Should both be absent, the members present shall elect a Chairman for that meeting from among the other members of the committee present, if any, or, failing their presence, a Chairman shall be elected, being a person who is entitled to vote at an Annual General Meeting, from among those members present.

19. Adjournment of general meetings

The Chairman of any general meeting may, with the consent of the meeting decided by majority vote, to adjourn the meeting from place to place and from time to time but no business shall be transacted at any adjourned meeting other than that business left unfinished at the meeting from which the adjournment took place.

20. Minutes

The Secretary shall keep minutes of all proceedings of the Committee and such minutes are to be signed and certified correct by the Chairman. The minutes shall be kept at the Association’s principal place of business where they may be inspected by members or interested persons at any time during normal business hours.  Any such minutes, or any extract there from, signed by the Chairman of the Committee, and shall be received as prima facie evidence of the matters therein stated.

21. Amendments to constitution

(21.1) The Constitution of the Association, or any part thereof, as contained in these rules, shall not be repealed or amended, and no new rules shall be made, save for a resolution adopted by a majority of [two thirds] of the Executive Members of the Association present at an executive meeting of Executive Members of the Association, of which due and proper notice has been given.

(21.2) Fourteen days’ notice of the intention to propose and move a resolution for the adoption of a new rule or the repeal or amendment of an existing rule and setting out the terms of such proposed resolution, shall be given to the Secretary, who shall forthwith notify the Committee and send a copy of such notice to each Executive Member of the  Association at the address of each such member appearing in the register of members. This time period may be waived by a two-third vote of the Executive Members.

22. Removal from Office

Any complaint made against a paid official of the Association shall be investigated by the appropriated committee, which may terminate the contract of employment of the official concerned if it should deem it expedient so to do. Any complaint made against an Executive member of the Management Committee shall be investigated by a sub-committee appointed by the Committee and if, as a result of such investigation, such other sub-committee deems it expedient so to do, they may formulate a recommendation for consideration by a special meeting of the Committee and the Secretary shall convene such meeting for the purpose of placing such recommendation before it, and the meeting shall, having regard to such recommendation, take such resolution or resolutions with regard to the complaint as it may consider requisite.

23. Custody of Securities

The custody of securities, books, papers and other effects of the Association shall be the responsibility of the Secretary, who shall keep the same safe at the Association’s principal place of business.

24. Interpretation

(24.1) Save where the context otherwise requires, singular words shall be deemed to import the plural and vice versa and the masculine gender shall be deemed to include the feminine and neuter genders and vice versa.

(24.2) In case of bona fide doubt or dispute as to the meaning and interpretation of any of the rules and by-laws of the Association or in connection with any other matter whatsoever, the Committee which rules thereon shall be the arbiter and its decision shall be binding upon the members of all classes of the Association.

25. Register of members

All members shall communicate their addresses from time to time to the Secretary who shall keep a register of the names of members and of their addresses.

26. General

(26.1) A copy of the rules and by-laws and of any repeal or amendment thereto or new rule effected from time to time shall be available for the inspection of the members upon application to the Secretary.

(26.2) A special notice or account to a member shall be properly delivered by sending it to the member’s registered address as appearing in the register of members or by using any electronic medium available to the Association, including e-mails and text to cellular devices where such information is registered with the Secretary in any form.  In the event of any member failing to register his address, or in the event of letters posted to the registered address being returned, such notice shall be considered as having been properly given by placing the same on the notice board of the Association.

27. Indemnity

Every member, officer or servant of the Association shall be indemnified by the Association against all costs, losses and expenses which he may incur or become liable for by reason of any act or thing done by him as such in the discharge of his duties, unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust.

28. Winding-up

The Association may be dissolved by a resolution passed at a special meeting of the Committee called for that purpose, provided that such resolution is passed by a majority of 75% (seventy-five percent) of the members present and entitled to vote as such meeting.  In the event of such resolution being passed at such special meeting, that meeting shall also have power to pass resolutions by a majority vote for the appointment of a liquidator and the disposal of the surplus funds and assets of the  Association after winding-up and after the payment of all the debts and obligations of the  Association, provided that any surplus assets shall be given or transferred to some other  Association or institution, with objects similar to those of the  Association or divided and paid back to members proportionally according to the time each member was a paid up member of the  Association .