CONSITUTION - Revised June 2013

CONSTITUTION

1 NAME

The name of the Association shall be “Camps Bay & Clifton Ratepayers Association”.

2 POSTAL ADDRESS

The postal address of the Association shall for statutory purposes be the residence of the Secretary from time to time or at any other place that the Management Committee may designate. For ordinary correspondence, the address shall be as appears on the letterhead of the Association.

3 LEGAL IDENTITY & PERSONA

3.1 The Association is an “universitas personarum”, an independent legal persona or entity, distinct from the individuals who compose it, having capacity of acquiring rights of property, of incurring obligations and of suing or being sued in its own name and having perpetual succession.

3.2 Neither members nor the Management Committee nor any sub-committee of the Association shall be answerable for the debts, engagements, liabilities or obligations of the Association.

4 OBJECTIVES

4.1 The objectives of the Association shall be:

4.1.1 to observe the Constitution of South Africa at all times;

4.1.2 to promote, enforce and safeguard the interests and rights of the ratepayers and/or residents of the membership area as defined in Clause 5.1;

4.1.3 to conserve the environment, beauty, character and heritage of the membership area;

4.1.4 to foster interaction among ratepayers and residents through membership of the Association, and to increase understanding of civic issues and develop a sense of civic pride;

4.1.5 to interact with, and to serve as a means of communication to, all levels of government;

4.1.6 to keep a watching brief over Municipal policies and affairs, to evaluate them according to the highest principles of good local government and to influence the City Council of Cape Town to adopt policies, frame regulations and make decisions acceptable to members;

4.1.7 to promote and facilitate interaction with other organisations in the Greater Cape Town area having similar objectives;

4.1.8 to give effect to these objectives in implementing the wishes of its members.

4.2 The Association shall not be aligned to any political party or other structure, and its elected or co-opted management shall avoid becoming embroiled in party political disputes.

5 MEMBERSHIP

5.1 Membership of the Association shall be open to all registered property owners and/or residents over the age of eighteen years in the membership area, defined as the area draining generally westwards to the Atlantic Ocean between the southern boundary of Bantry Point and the northern boundary of Llandudno.

5.2 A registered property owner is defined as the registered ratepayer or his/her nominee duly authorised in writing.

5.3 A resident is defined as any person domiciled or ordinarily resident within the membership area.

5.4 The list of members shall not be divulged to anyone who is not a member of the Management Committee unless so authorised by the Management Committee.

5.5 A member of the Association who has rendered outstanding service to the local community may be granted honorary life membership by resolution of a General Meeting. Particulars in support of such a proposal shall be included in the notice convening the meeting.

6 MANAGEMENT

6.1 The affairs of the Association shall be managed by a Management Committee (Manco) consisting of not less than eight and not more than sixteen members, as determined at the relevant Annual General Meeting (AGM), and who shall be elected at the AGM. Any paid-up member of the Association may make him/herself available for election.

6.2 In the event of its transpiring that the Management Committee consists for a period of time of less than 8 members, the actions of the Management Committee shall nevertheless be lawful subject to further members being co-opted or appointed within a period of 90 days from the date upon which the number of the Management Committee members fell below 8.

6.3 Members of Manco shall be elected for a period of two years, subject to the requirement that at least 40% of the membership shall be elected each year. Any serving Committee member shall be eligible for re-election, and does not require re-nomination, providing that willingness to stand for re-election is confirmed in writing.

6.4 Manco shall immediately after the annual election elect from its members a Chairperson and a Vice-Chairperson, who shall be ipso facto Chairperson or Vice-Chairperson of the Association. The positions of Chairperson and Vice-Chairperson shall not be held for longer than three (3) years in any continuous period.

6.5 Subsequent to an election, ManCo may nominate and at a subsequent meeting co-opt persons to fill any vacancy arising through resignation or other cause.

7 SECRETARY AND TREASURER

7.1 Manco shall appoint a Secretary and a Treasurer, which positions may be combined, to hold office until the Manco meeting following the next AGM.

7.2 Manco shall decide the honoraria, if any, of the Secretary and Treasurer.

7.3 Neither the Secretary nor the Treasurer will have voting power unless he/she is also appointed or elected a member of Manco.

8 POWERS OF THE MANAGEMENT COMMITTEE

8.1 Manco may perform such acts as are necessary to accomplish the objectives expressed or implied in Clause 4 and which may be legally accomplished by an universitas personarum. Without in any way limiting the generality of the foregoing, such powers shall include but not be limited to the following:

8.1.1 the operation of banking accounts with all powers required by such operations;

8.1.2 the investment and re-investment of monies of the Association not immediately required, in such a manner as may from time to time be determined by Manco;

8.1.3 the making of, entering into and carrying out of contracts or agreements for any of the purposes of the Association;

8.1.4 the employment and payment of agents, servants and any other parties;

8.1.5 the right to sue and to defend actions in the name of the Association and to appoint legal representatives for this purpose;

8.1.6 the levying of a subscription payable by members as provided in Clause 13.1 hereof;

8.1.7 the appointment of any sub-committee with members drawn from Manco and other persons, under the chairmanship of a Manco member, and granting such powers to it as may be considered necessary.

8.2 The Association is pledged to be non-political and non-commercial, thus any member of ManCo, having any financial, political or business interest in any matter under discussion, must declare such interest and recuse him/herself from such discussions by Manco and any vote thereon.

8.3 No person holding political office shall be eligible to act on Manco but may attend meetings in an advisory capacity.

8.4 No member of Manco or any sub-committee shall be entitled to use his/her position on such committees to promote his/her financial and/or business interests, or to use for such purposes confidential information obtained through his/her position.

8.5 No member of Manco or sub committee or office bearer of the Association shall have any personal right over any asset of the Association.

9 CONDUCT OF MANAGEMENT COMMITTEE MEETINGS

9.1 Manco shall meet regularly 10 times per annum.

9.2 The quorum for a Manco meeting shall be 60% of its members, present personally or by proxy.

9.3 ManCo may, at its discretion, enlist from time to time supernumeraries for their expertise in certain matters, who shall not however have voting power.

9.4 Special Meetings may be called by the Chairperson or, in absentia, the Vice-Chairperson, and shall be called if so requested by six members of Manco.

9.5 Any member of Manco who fails to attend three consecutive meetings without justifiable leave of absence shall forfeit his/her office.

9.6 Resolutions shall, where necessary, be carried by a simple majority of members of Manco present at a Committee Meeting.

9.7 Town planning matters and other topics that require regular consideration may be dealt with in the first instance by portfolio sub-committees appointed by Manco in terms of Clause 8.1.7.

9.8 Minutes of Manco meetings shall be recorded and kept safely for consultation by members.

10 TERMINATION OF MEMBERSHIP OF MANAGEMENT COMMITTEE

10.1 Manco may terminate the membership of any person who is no longer qualified to be a member or whose subscription is more than three calendar months in arrears. Manco may on good cause or breach of the Constitution by a member terminate his or her membership provided that such member may, within ten days of this action, note an appeal against such decision, which shall be considered at the next General Meeting of Association members or at a Special General Meeting convened for this purpose.

10.2 A Manco member shall cease to hold office if:

10.2.1 by notice in writing to Manco he/she resigns his/her office;

10.2.2 he/she becomes of unsound mind;

10.2.3 he/she surrenders his/her estate as insolvent or his/her estate is sequestrated;

10.2.4 he/she is convicted of any criminal offence which involves dishonesty;

10.2.5 by resolution of a General Meeting of the Association he/she is removed from his/her office.

11 GENERAL MEETINGS

11.1 The Annual General Meeting (AGM) of members of the Association shall be held once per annum at a place, date and time fixed by Manco. At least one other General Meetings shall be held each year.

11.2 The balance sheet and revenue and expenditure statement for the previous calendar year, shall be submitted to the AGM for ratification.

11.3 Fourteen (14) calendar days’ notice shall be given to members for all General Meetings.

11.4 A quorum for all General Meetings shall be 40 members. If there is no quorum the meeting shall be adjourned to a time and place which Manco shall determine.

11.5 Special General Meetings may be called by Manco, and shall be called when requested in writing by not less than twenty members of the Association. The notice calling such a meeting shall be issued within 7 days of the request and shall set out in full the names of the members calling for the meeting and the business to be transacted. Only such business may be transacted at the meeting.

11.6 Voting at all General Meetings may be held by either a show of hands or by the secret completion of bona fide voting papers, should this be ordered by the Chairperson or requested by ten or more members present. Save for motions dealing with amendments to the constitution or termination of the Association, a simple majority vote shall prevail. Nevertheless, the Chairman shall endeavour to arrange that resolutions are worded in a way that will achieve broad consensus.

11.7 When voting for the election of members of Manco each member in good standing may vote for any number of candidates up to a maximum of sixteen.

11.8 Nominations in writing for candidates for election to Manco, with the names of proposer and seconder and acceptance of nomination by the candidate, must be received by the Association not less than 7 days before the AGM. Notice of the closing date for nomination of candidates for election to Manco must be sent to members not later than fourteen days before the AGM.

11.9 Minutes of all meetings shall be recorded and kept safely, and be available for members to consult.

12 MEMBERS VOTING RIGHTS

12.1 Only members of the Association who have paid their annual subscriptions for the current financial year at least 4 weeks previously shall be entitled to vote at any General Meeting of the Association.

12.2 A member of the Association shall be entitled to appoint a proxy to speak and vote on his/ her behalf at General Meetings. A proxy appointment must be in writing, signed by the member and delivered to the Secretary not less than twenty four (24) hours prior to the scheduled meeting. The proxy need not be a member of the Association.

13 FINANCE

13.1 The Association, through Manco, shall be empowered to raise funds from members by way of subscriptions and/or other methods so approved in order to conduct the affairs of the Association on a competent and sound financial basis.

13.2 All funds shall be deposited to the credit of the Association with a registered deposit receiving institution.

13.3 Monies may be withdrawn from the accounts of the Association only on written instruction signed by the Chairman or the Vice-Chairman plus one other person so authorised by Manco.

13.4 At the end of each financial year financial records prepared by the Treasurer shall be submitted for scrutiny to a Registered Accountant, who shall prepare the annual financial statement in the Standard Accounting form. The statement shall be approved by Manco before submission to the Annual General Meeting for ratification.

14 AMENDMENTS TO THE CONSTITUTION

14.1 Any alterations, additions, or amendments to this Constitution must be passed by a two-thirds majority vote of those present at a General Meeting of the Association.

14.2 Notice of any proposed alteration, addition, or amendment must be given in writing to members twenty one days prior to the AGM

15 TERMINATION OF THE ASSOCIATION

15.1 The Association shall be wound up upon the passing of a vote conducted in secret by the casting of written voting papers to that effect of not less than two-thirds of the paid-up members of the Association at or subsequent to a Special General Meeting called to decide specifically on the dissolution of the Association.

15.2 In the event of such a dissolution, all funds and property belonging to the Association, or held in trust on its behalf, shall after paying of any debts, forthwith be transferred by authority of the Special General Meeting to a non-profit organisation with similar objectives to the Assocation, an Association or amenity catering for the benefit of the Ratepayers and/or Residents of the membership area.

16 AUTHORITY IN CASES OF URGENCY

16.1 Should a matter arise requiring the immediate action by Manco and there is insufficient time available to call a meeting of Manco, the Chairperson shall, after consulting at least three other members of Manco, take such action as may be determined upon by him or her. The Chairperson shall report thereupon at the next meeting of Manco to seek endorsement of his/her action. The Chairperson shall be recused from the vote of endorsement by the members of Manco.

16.2 The Chairperson may appoint the Vice-chairperson to undertake this function if he/she is unable to do so.

17 PUBLIC STATEMENTS

Public statements may be made only by the Chairperson, the Vice-Chairperson and by a member of Manco who has been so authorised.

18 CORRESPONDENCE

Correspondence issued on behalf of the Association shall be on the Association's letterhead and shall be signed by the Chairperson or the Vice-Chairperson or a member of Manco who has been authorised to do so. Correspondence shall contain no reference to personal interests.

In the case of matters that have been dealt with by the Town Planning Sub-Committee of Manco, correspondence with the Cape Town Council shall be signed by the Chairperson of the Sub-Committee as well as by the Chairperson or the Vice-Chairperson of Manco.

Letters written in connection with or in anticipation of litigation shall be signed by the Chairman or the Vice-Chairman and one other member of the Management Committee.

FINISHED

June 2013