TWCM Constitution
Constitution
Of
Thy Will Children’s Mission (TWCM)
Article I - Organization’s Name
- Section 1. The name of this organization shall be known as Thy Will Children’s Mission And shall be hereinafter be referred to as the TWCM
Article II -Organization’s Objectives
The main objective of the organization is to do the following:
- Section 1.1 to function as a voluntary, collaborative, community-focused organization designed to meet the needs of our community by raising sponsorship for different charity organizations
- Section 1.2 Provide education opportunities, food, clothing, morale and spiritual support mainly to the disadvantaged orphans, abused children, street children and HIV infected children
- Section 1.3 Help prepare children to be active members of the society through sports and other social club activities.
Article III -Organization’s Income and property
- Section 1. The income and property of the organization shall be used only for the purposes of its stated objectives.
- Section 2. The members/office-bearers shall have no rights to the property or other assets of the organization solely by virtue of them being members or office-bearers.
- Section 3. No portion of the income or property of the organization shall be paid or distributed directly or indirectly to any member of the organization or management team, except as:
Or compensation for services rendered to the organization
· reimbursement of actual costs or expenses incurred on behalf of the organization
- Section 4. The organization will keep a record of everything it owns.
Article IV – The Body Corporate
- The Body Corporate shall govern and manage the organization’s affairs and property of the organization.
- The Body Corporate will consist of elected officers and appointed members.
- The Body corporate shall be able to sue or be sued in its own name
- The Body Corporate shall continue to exist even when its membership changes and there are different office bearers
Article V – Property or Assets of the organization
- Section 1. The members/office-bearers shall have no rights to the property or other assets of the organization solely by virtue of them being members or office-bearers.
Article VI - Powers of the Organization
- Of the purposes described above, but not limited to these, the organization shall have the power, insofar as such power is conferred, or is not limited, by law, to make and perform contracts for any lawful purpose, to engage in various funding and fund raising activities and to acquire, own, hold, operate, and maintain such property as to effectuate its purposes.
The organization will have the following powers:
- Section 1. The Body Corporate of the organization shall be empowered and shall negotiate on behalf of the organization
- Section 2.The highest authority of the organization shall be the Project Director, whose actions are subject to approval or rejection by the Body Corporate
- Section 3. The Body Corporate shall have the power to make by-laws for proper management, including procedure for application, approval and termination of membership
- Section 4. Employ, pay and discharge staff, professional advisers, agents and contractors for any purpose;
- Section 5. Acquire property from any source and may invest and reinvest its funds in property of every description, insure, preserve or turn to account, alienate and encumber assets, open and operate on accounts with reputable financial institutions
- Section 6. The organization shall have the power to sue and be sued in its own name
Article VII - Management
- Section 1. Management committee will manage the organization .The management committee will be made up of not less than 5 (five) members.
- Section 2. Office bearers will serve for one year but they can stand for re election for another term in office after that.
- Section 3. If a member of the management committee does not attend three management meetings in a row, without having applied for and obtaining leave of absence from the management committee, then the management committee will find a new member to take that person’s place.
- Section 4. The management committee will meet at least once a month. More than half members need to be at the meeting to make decisions that are allowed to be carried forward. The constitutes a quorum.
- Section 5. Management team or members/office-bearers shall not be personally liable for any loss suffered by any person as a result of an act or omission, which occurs in good faith, while the member/officer-bearer is performing functions for or on behalf of the organization.
- Section 6. No management member/office-bearers shall be liable for any act, omission or negligence of any other member/office-bearer or of any agent employed by the organization.
Article VIII - Conducting Meetings
- Section 1. The meetings of the members of the organization shall be held as considered necessary by the Body Corporate
- Section 2. Notice of such meetings and the matters to be brought before it shall be given in the organization’s publication or by the Secretary by mail, no later than thirty days before the meeting is to convene
- Section 3. An agenda of those matters considered at the meeting and their results shall be published by the Secretary
- Section 4. The Agenda will reflect the date, venue and time.
- Section 5. The Chairperson, or in his/her absence, the Deputy-Chairperson, shall chair all meetings of the organization which he or she attends. In the absence of the Chairperson and the Deputy-Chairperson, the remaining members of the organization shall elect a Chairperson from those attending.
- Section 6. The Chairperson shall convene a meeting of the organization and at the written request of any two members of the organization and may convene such a meeting at any other time.
- Section 7 .At meetings of the organization each member shall have one vote.
- Section 8. 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.
- Section 9. Proper minutes shall be kept of the proceedings of the organization, and a record of the persons present at each meeting. The minutes shall be signed by the member who chairs the meeting, and shall be available at all times for inspection or copying by any member of the organization, and on two days’ notice to the Secretary or his or her Deputy, by any member of the organization.
- Section 10. A resolution signed by all members of the organization shall be as valid as if passed at a duly convened meeting of the management
- Section 11. The organization’s members may delegate any of its powers to any of its members. The Body Corporate member, employee or member to whom such delegation is made shall conform to any regulations and procedures that may be stipulated by the organizations members from time to time.
Quorum
- Section 12. At a duly convened members' meeting, the members present shall constitute a quorum. In the event of a tie, the Chairperson has a casting vote.
- Section 13. The quorum necessary for the transaction of any business by the organization shall be two-thirds of the organization’s members serving at any given time. A quorum shall consist of a majority of the active members
Annual General Meetings
- Section 14. Annual general meetings
· Section 14.1 An annual general meeting of the organization shall be held within a period of 12 months of the adoption of this constitution. Subsequent annual general meetings shall be held within three months of the end of each financial year.
· Section 14.2 Annual general meetings shall be convened by the Chairperson on not less than 30 days prior written notice to all members entitled to attend the meeting. This notice shall state the date, time and venue of the meeting.
o Section 14.3 The Annual general meeting shall include:
§ Section 14.3.1 The presentation and adoption of the Annual Report of the Project Director
§ Section 14.3.2 The consideration of the Annual Financial Statements
§ Section 14.3.3 The election of members to serve as Board of Directors or officers for the following year
§ Section 14.3.4 The appointment of Auditors
o Section 15.1 Members of the organization must attend the Annual general meeting except when they have excused themselves or sent their apologies because they cannot attend
o Section 15.2 Minutes of the meetings will be taken and will reflect topics discussed in the last meeting
Article IX - Decision Making
- Section 1. The decision on each and every matter in the Body Corporate meeting shall be reached in a democratic manner with each member of the organization present in meeting voting on the matter. The Chairperson, however, will have the final say on the matter and shall be responsible and accountable for the decision that he/she takes, however such a decision can be accepted or rejected by the members of the Body Corporate.
- Section 2. A question arising at a general meeting of the organization shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the organization, is evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against that resolution.
- Section 3. The members of the Body Corporate may appoint a Project Director and other officers and employees as it may consider necessary from time to time upon such terms and conditions as it may consider appropriate.
Article X - Finances
- Section 1. Bank Account - The Body Corporate or members of the organization shall open a bank account in the name of the organization with a registered Financial Institution .The Body Corporate or members of the organization shall ensure that all monies received by the organization are deposited in the above mentioned bank account as soon as possible after receipt.
- Section 2. Signatures - All cheques, and other documents requiring signature on behalf of the organization shall be signed by two of the management team/Office-bearers or members (Project Director and Treasurer)
- Section 3 Financial Records
o Section 3.1 The management team shall ensure that the organization keeps proper records and books of account which fairly reflect the affairs of the organization.
o Section 3.2 Annual Narrative Report and Financial Statements
§ Section 3.2.1 The management team shall ensure that the organization prepares an Annual Narrative Report describing the organization’s activities and an Annual Financial Statement for each financial year. The Annual Financial Statements shall conform with generally accepted accounting principles and shall include a statement of income and expenditure and a balance sheet of assets and liabilities.
§ Section 3.2.2 Within two months after drawing up the Annual Financial Statements, the management team shall ensure that the organization arranges for an accounting officer to certify that the annual financial statements are consistent with the financial records of the organization and that its accounting policies are appropriate and have been appropriately applied in the preparation of its financial statements.
§ Section 3.2.3 A copy of the Annual Financial Statements and Annual Narrative Report shall be made available to all members as soon as possible after the close of the financial year.
- Section 4. If the organization has funds that can be invested, the funds may only be invested with registered financial institution. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act 1984, or the organization can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985. The organization can go to different banks to seek advice on the best way to look after its funds.
Article XI - Date for end of Financial Year
The Date for end of financial year shall be 20 September 2012
Article XII - Amendment of Constitution
The constitution may be changed by the following process
- Section 1. All amendments must be proposed one week prior to coming to vote, in order that members have time to consider the issue, and also so that all members not present at a meeting have an opportunity to participate.
- Section 2. Prior to voting at a meeting, Body Corporate members shall take the proper measures to ensure that all members are aware of the proposed amendment.
- Section 3. For passage, an amendment requires a two third majority vote of members present at the time of voting.
Article XIII - Dissolution of the Organization
- Section 1. Any proposal to dissolve the organization must be submitted, in writing, to the Body Corporate, which will investigate and discuss for dissolution.
- Section 2. The organization (TWCM) may be dissolved by a two thirds majority of members voting at a TWCM membership meeting.
- Section 2. A notice will be given to the members of the organization before it is dissolved.
- Section 3. The registrar will be notified by the organization and he/she will be informed about the decision made by the organization to dissolve 30 days prior to the dissolution
- Section 4. Donors will also be notified about the organization’s decision to dissolve 30 days prior to the dissolution
Article XIV - Dissolution of the Organization’s Assets
- Section 1. Upon the dissolution or winding-up of this organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of the organization shall be distributed to a non-profit fund, foundation, or organization which is organized and operated exclusively for public-good purposes
- Section 2. Upon the dissolution of the organization, 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 non-profit organization which the Body Corporate considers appropriate and which has the same objectives or similar to the objectives of our organization; and should the organization become an approved public benefit organization
Article XV- Qualification and Admission to Membership
Membership in the TWCM shall be open to any and all persons who agree with the purpose of the organization set forth above and who also agree to abide by the constitution, and other rules, regulation and guidelines while engaged in the TWCM related activities.
- Section 1. The organization (TWCM) will not restrict membership and by reasons of age, race, gender, religion, nationality, sexual orientation or disability.
- Section 2. Membership dues and fees shall be established by the Body Corporate
- Section 3. The organization may restrict membership based on an ability to perform the activities related to the organizations
- Section 4. Members shall agree to dedicate themselves to the organization by regularly attending meetings and participating in activities.
- Section 5. Members should have a minimum of a Matric qualifications, GED or tertiary education qualification.
Article XVI - Expulsion from the Organization
- Section 1. Any member or office-bearer shall face expulsion from the organization for gross negligence of duties or other acts grossly inconsistent with the benevolent and humanitarian nature of the organization. The Body corporate shall manage the process for expulsion.
- Section 2. Members will not be entitled to the benefits of the organization if he/she is found guilty of misusing the organizations funds for his/her personal benefits, after they have been expelled from the organization.
- Section 3. If he/she is found guilty for sexual harassment
- Section 4. Alcohol and drug abuse in the work environment
Article XVII- Termination of Membership
- Section 1. The membership of any member may be terminated by the Body Corporate for a reason that is detrimental to another member and/or to the ideals of the organization. Any said action shall be kept confidential until it can be determined if the member has violated any part of the constitution and/or the by-laws. No action of suspension for violation shall be concluded until the accused has the right to offer his defense against such action.
- Section 2. Records of this termination will be recorded in the books of the organization
Article XVIII - Appeals for Termination of Membership
- Section 1. A member may appeal a suspension and/or a permanent membership termination with the Chairperson through the Deputy-Chairperson .The member may not participate in practice or regattas pending the outcome of the appeal. All suspensions and appeals and resulting decisions shall be reviewed with the Body Corporate members at the next Board of Directors meeting. In the case of membership termination, the appeals process is not final until the Body Corporate members have voted for such termination in accordance with requirements of these by-laws.
Article XIX - Limited Liabilities
- Section 1. The organization is not formed for any purpose of gain and no member shall be liable for any debts or obligations of the organization save only to the extent of any amount due to the organization.
Article XX – Appointment of Office-Bearers and Their Functions
- Section 1. The appointed office-bearer will serve their organization and shall agree with the purpose of the organization set forth above and must also agree to abide by the constitution, and other rules, regulation and guidelines while engaged in the TWCM related activities.
- Section 2. Office-Bearers shall agree to dedicate themselves to the organization by regularly attending meetings and participating in activities
Article XXI -Nominating, Electing or Appointing the Office-Bearer
- Section 1. A meeting at least one week prior to the Annual election of officers of the management team shall be held for the purpose of nominating candidates and will be announced at least one week in advance
- Section 2. Nominations for positions on the Body Corporate shall be submitted to the Deputy-Chairperson at least one week prior to elections.
- Section 3. Candidates may not run for more than three elected positions. If a candidate elects to run for two or three positions, he/she must notify the acting Deputy-Chairperson of his/her preferences prior to the election.
- Section 4. The day of the election: The Deputy-Chairperson of the Body Corporate shall announce the official nominations
- Section 5. Voting will be conducted by silent ballot.
- Section 6. The Chairperson and other Body Corporate members will count the ballots to determine the winners.
- Section 7. The Deputy-Chairperson of the Body Corporate will announce the Body Corporate Elect no sooner than 24 hours following the election
- Section 8. The appointed Body Corporate member or office-bearer will serve a term of two years as a Body Corporate member
Article XXII - Removal from Office
Any elected officer may be subject to removal from office if he/she:
- Section 1. Does not perform the duties and responsibilities as stated by the constitution.
- Section 2. Does not respect or honor the purposes and foundations of Thy Will Children’s Mission (TWCM)
- Section 3. Is found guilty of a serious sexual violation or harassment
- Section 4. Office-bearers can be removed from office if there is proof of corruption and mismanagement of the organizations resources such as funds for personal uses .Such a removal will only take place after the thorough investigation and hearing of the case by the Body Corporate members.
- Section 5. Any five voting members, any three Body Corporate members, or any one Body Corporate member plus the Project Director, may submit a motion to the Body Corporate to remove an officer.
- Section 6. The motion will be voted on in the Body Corporate. If it passes with a majority vote, the officer shall be removed immediately.
- Section 7. The Body Corporate Deputy-Chairperson will assume the appropriate duties, and in the event that he/she is unavailable, the chairperson will appoint a new officer with a two third approval from the Body corporate
- Section 8. A member may appeal a suspension and/or a permanent membership termination with the Chairperson. The member may not participate in practice or regattas pending the outcome of the appeal. All suspensions and appeals and resulting decisions shall be reviewed with the Body Corporate at the next board meeting. In the case of membership termination, the appeals process is not final until the Body Corporate has voted for such termination in accordance with requirements of these by-laws.
Article XXIII - Liability Loss Suffered by Office-Bearers
- Section 1. The organization is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract
- Section 2. No TWCM member, officer or employee shall be held liable for the acts or failure to act of any other TWCM member, officer, agent, or employee. Nor shall any TWCM member, officer or employee be liable for his or her acts or failure to act under this constitution, excepting only acts or omissions arising out of his or her willful misfeasance.
- Section 3. A member is not liable for an act or omission for which an organization is liable merely because the person is a member, is authorized to participate in the management of the affairs of the organization (TWCM), or is a person considered as a member by the organization.
- Section 4. An act or omission of a member or other person for which an organization is liable is not imputed to a member merely because the person is a member of the organization, is authorized to participate in the management of the affairs of the organization, or is a person considered as a member by the organization.
Article XXIV - Making Investment
- Section 1. Full authority for the investment and the management of the fund will rest with the Treasurer or Project Director of the organization .However the members will consult with the Body Corporate to ensure that the funds are prudently invested in accordance with the general goals of the organization.
Article XXV - Purposes of Funds
- Section 1. Subject to any resolution passed by the organization in general meeting, the funds of the organization shall be used in pursuance of the objectives of the organization in such manner as the Body Corporate determines.
- Section 2. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two members of the Body Corporate or office-bearers of the organization, being members or employees authorized to do so by the Body Corporate.
- Section 3. The Project Director and Treasurer of the organization shall be authorized to receive and apply to the organization’s general funds, all contributions or specially obtained funds from any individual or institution.
- Section 4. The funds of the organization will be kept in a bank account in the name of the organization in a Financial Institution decided by the organization
Article XXVI - Acquiring and Controlling Assets
- Section 1. The organization (TWCM) is a legal entity separate from its members for the purposes of acquiring, controlling, holding, and transferring its assets.
- Section 2. TWCM in its name may acquire, control, hold, or transfer an estate or interest in real or personal property or any assets
- Section 3 The organization may be a beneficiary of a trust or contract
- Section 4. The Body Corporate may execute and file, record a statement of authority to transfer the organization’s interest in its property and assets in the name of the organization
- Section 5. The assets in the name of an organization may be transferred by a person so authorized in a statement of authority filed, recorded, in the office in which a transfer of the property would be filed, recorded.
- Section 6. Full authority for the investment and the management of the fund will rest with the Treasurer or Project Director of the organization .However the organization will consult with the Body Corporate to ensure that the funds are prudently invested in accordance with the general goals of the body corporate
This Constitution was approved and accepted by members of Thy Will Children’s Mission Board Members
At a special meeting held on ________________________________________
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Chairperson Deputy-Chairperson
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Secretary Treasurer
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Body Corporate Member Body Corporate Member