New Constitution of Empilweni

 New Constitution of Empilweni

1. Name The name of the organisation is Empilweni
2. Aim Our mission is to improve the quality of life of children, adolescents and their families in our community by providing culturally appropriate, child-centred, community based mental health support and counselling.Our aim is to empower families to help themselves, and so lay the foundation for a strong independent community. We believe in developing the capacity of key community members through treatment, training and capacity building
3. Area of operation Empilweni will offer its services and resources to the residents of the Western Cape Province.
4. Powers Empilweni has all such powers as may be necessary, incidental or conducive to the carrying out of the aim stated in 2 above, and in particular, but without limiting the generality thereof:
   • To acquire movable and/or immovable property in any legal way
   • To dispose of property or equipment of the organisation
   • To levy fees and raise funds, and to spend these.
   • To borrow any money for any purpose of Empilweni and to secure the repayment of such money under security of any part of the property and assets of Empilweni and to guarantee or become liable for the payment of money or for the performance of any obligation
   • To invest and deal with monies of Empilweni not immediately required in such manner as may from time to time be deemed appropriate
   • To open a bank account or accounts in the name of Empilweni and to operate thereon
   • To draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, bills and other negotiable or transferable instruments
   • To engage or dismiss staff and to enter into any contracts or agreements necessary
   • To negotiate and enter into contracts with other organisations.
   • To affiliate to organisations with similar aims
   • Empilweni shall exist in its own right, separately from its members and shall still continue to exist even when its membership changes and there are different office bearers
   • The organisation may not give any of its money or property to its members, their        relatives or office bearers. The only time it can do this is when it pays for work that a  member, relative or office bearer has done for the organisation. The payment must be a reasonable amount for the work that has been done based on the procurement policy.
   • A staff member, his/her relative and Office bearers of the organisation can only be reimbursed by the organisation for expenses incurred on behalf of the organisation. Proof of expenses incurred must be produced.
   • To make grants and donations in furtherance of its main objective, provided that no donation or grants may be made to individual Members, staff members or Board members.

5. Structure Empilweni shall consist of members, staff and a Board of Governance, hereinafter referred to as the Board.

6. Membership

• Membership is open to persons who support the aims of Empilweni, and who satisfy at least one of the following in that they are:
  • Persons actively involved in the work of Empilweni, as indicated by recorded involvement with any three Empilweni activities during the previous year
  • Participants in projects under the auspices of Empilweni, as indicated by recorded involvement with a project on three occasions during the previous year
  • Community development workers actively involved in the work of Empilweni, as indicated by involvement with the staff of Empilweni on three occasions during the previous year
  • Others at the discretion of the Board

6.1   Applications for membership shall be supported by at least one existing member of Empilweni and shall be lodged with the Board which shall decide on the suitability of the proposed member in terms of 6.1 above.

 6.2    Members of Empilweni will participate in its activities under the direction of the Board. Through their representatives on the Board, or at the Annual General Meetings, they may make proposals regarding the functioning of Empilweni. Members will be subject to the discipline of the Board, subject to appeal to a General Meeting of Empilweni

7. General Meetings                                                                                                               

• An Annual General Meeting shall take place within 6 months of the end of the financial year, or at any time determined by the Board. This meeting shall consider the audited Financial Statements and the Annual Report of the Chairperson and any other documents the Board deems necessary and, if acceptable, adopt them. It will also elect Board members and nominate auditors.
• At least 14 days’ notice shall be given to members of the place, time and date of any General Meeting.
• General meetings of the organisation may be held at any time, and may be convened at the request of the chairperson of the Board or a majority of Board members or 2 Board members and 2 Members provided that, if the chairperson, having been duly requested, fails within 7 days of such request to take the necessary steps to convene the meeting, the persons requesting the meeting may themselves convene it.
• In an emergency, at the discretion of the Board, a special General Meeting may be called on provision of only 7 days’ notice, provided that the matter to be discussed is in the form of a resolution circulated with the notice of the special General Meeting.
• A quorum at General Meetings or special General Meetings shall be 10 persons whether Board members or members as defined in 6.1. above. If there is no quorum at a given meeting, the meeting shall be adjourned for a week to the same place and time (unless the members are notified to the contrary not later than 48 hours before the reconvened meeting), when those present at the reconvened meeting shall constitute a quorum
• If the Chairperson of the Board is not present within 30 minutes after the time appointed for the holding of the meeting, or is unwilling or unable to act as Chairperson, the Board members and Members present must elect one of their number to chair the meeting
• The functions of General Meetings shall be:

7. • • to hear and discuss reports from the Board on the functioning of Empilweni
     • to hear and discuss reports from programmes under the auspices of Empilweni
     • all matters of procedure not otherwise dealt with in this constitution shall be decided by the Chairperson of the meeting. Matters will generally be decided by consensus, but in the event of a vote being called, each member present shall have one vote and the matter will be decided by a simple majority of votes. In the event of a tied vote, the Chairperson shall call a second vote. If the second vote is also tied, the Chairperson shall have a casting vote
     • Accurate minutes of discussion and decisions will be taken, and will be kept safely.            

8. Board of Governance (The Board)
   • The Board shall be made up as follows:
     • The Board shall consist of between 5 and 8 members with voting powers. Members may be co-opted for their specific skills as the Board determines.
     • Any employees of Empilweni attending Board meetings at the discretion of the Board shall be ex-officio non-voting members of the Board.
     • Individuals who accept fiduciary responsibility for the organisation should not be connected in relation to another Board member.
     • Nominations must be made by at least two members in good standing.
     • The office bearers so elected shall hold office from the time of conclusion of the Annual General Meeting at which they are elected for a period of two years until the conclusion of the next Annual General Meeting when the period of each Board office bearer shall be deemed to have been terminated.
     • Each member of the Board shall be eligible for re-election but not for more than 3 consecutive terms after which they will have to wait a year before they can be re-elected.
     • In order to be eligible for membership of the Board, the individual will need to be able to perform the required duties fully and diligently.

• Meetings of the Board shall be held not less than quarterly, whereat the Board shall be entitled to decide on its own procedures, and shall be quorate provided that  
  • notice of at least 7 days of the meeting has been given
  • at least 50% +1 of the currently serving representatives as defined in 8.1.1. are present
• The Board shall appoint from amongst its members at the first or second meeting of the Board following the AGM, a chairperson, vice-chairperson/secretary and treasurer, whose duties shall be defined by the Board.
• All members of the Board must abide by the majority decision of the Board. All staff members of the organisation must abide by decisions taken by the Board.
• If a member of the board does not attend three consecutive board meetings, without having applied for leave of absence from the board of the meeting but before the meeting takes place, and obtaining leave such of absence in writing, then the board will terminate the membership of the member on the Board and arrange for her/his replacement
• No single person may directly or indirectly control the decision-making powers of the Board of Governance.
• Minutes of all meetings must be kept safely and always be on hand for staff members to consult, save for confidential issues which may be extracted from the version of the minutes available to staff members.

• The management and control of Empilweni and its property assets, and affairs shall be vested in the Board, which shall exercise the rights and powers of Empilweni, and in particular, but without limiting the generality thereof, shall:

• • • take overall responsibility for planning, co-ordination and evaluation of the activities of Empilweni
    • ensure that all payments are reasonable and are for services rendered, and that proper receipts are made out and kept
    • open a banking account in the name of Empilweni into which all monies received by Empilweni shall be regularly placed and shall decide who shall have signing powers thereon.
    • raise funds on behalf of Empilweni,
    • ensure that the financial year of Empilweni will terminate on 31 March each year
    • present the audited Financial Statements of Empilweni at each Annual General Meeting
    • ensure that information about the activities of Empilweni is appropriately disseminated
    • ensure that there is adequate liaison with other relevant organisations, including training institutions and other social service organisations and community development workers.
    • appoint, set conditions of service, and define the duties of any employees of Empilweni and monitor and evaluate the activities of the Director of Empilweni.
    • in the event of any dispute over the interpretation of the constitution, make a decision which shall be final and binding upon all the members
    • do such other things as are consistent with the aims of Empilweni and necessary for its efficient operation
    • ensure that accurate minutes of discussion and decisions are taken and kept safely
    • ensure that a register of assets is established and maintained, and that no member, office bearer or employee assumes personal rights over the property of Stewards
• The Board will delegate some of the above powers to a Director appointed by the Board and accountable to them. In essence the Board will set policy and the Director will be responsible for implementation

9. Indemnity

9.1. Subject to the provisions of any applicable statute, members, the Board and any other office bearer shall be indemnified by Empilweni for acts done by them in good faith and on its behalf.

9.2. It shall be the duty of Empilweni to pay all costs and expenses that any such person incurs or becomes liable for, as a consequence of entering into a contract, or act done by him/her in his/her said capacity and in the discharge of good faith, of his/her duties on behalf of Empilweni.

9.3. Subject to the provisions of any applicable statute, members, the Board and any other office bearer shall not incur liability for acts, receipts, neglects or defaults in the execution of their duties, unless it arises as a consequence to, inter alia, dishonesty or the failure to exercise a degree of care, diligence or skill, as required by law.

9. Amendments to the constitution

Provided that notice has been given as set in 7.2.  above and that the notice in addition specifies that amendments to the constitution will be proposed, this constitution may be amended by majority vote at a quorate Annual General Meeting as defined in 7. above. The proposed amendments will be available for scrutiny at the Empilweni office. Amendments to the constitution must be submitted to the appropriate regulating statutory body.

11. Dissolution   

Should the Board consider that there is a need to dissolve Empilweni notice of a General Meeting shall be given as set out in 7.2. and 7.4. above, provided that the notice must in addition specify a proposal to dissolve Empilweni. Subject to the forgoing, a resolution to dissolve Empilweni shall be carried by majority vote at a quorate General Meeting as defined in 7.5. above. Assets remaining after payment of outstanding debts shall be transferred to a project or organisation which is registered in terms of the Non Profit Organisations (Act 71 of 1997) or other appropriate Act or Acts, and which is deemed by the Board to have similar aims to those of Empilweni.         

This Constitution was accepted at an Annual General Meeting held on the 16^th October 2018