CONSTITUTION OF U3A: GRAHAMSTOWN

NAME

The name shall be The University of the Third Age: Grahamstown, an Association of Persons established to pursue the common objects stated herein.

2. DEFINITIONS

2.1 In this Constitution unless the context indicates otherwise:

2.1.1 “U3A: Grahamstown” shall mean The University of the Third Age: Grahamstown

2.1.2 A “Member” shall mean an individual as defined in clause 6 hereof.

2.1.3 A “Person” shall include a Company, Close Corporation, Trust, Partnership or other association of persons entitled by law to hold title to movable or immovable property.

2.1.4 Any reference to a particular Act shall include any subsequent amendments thereto.

3. OBJECTS

3.1 The sole objects of U3A: Grahamstown are:

3.1.1 To provide intellectually stimulating programmes of learning and the social contacts derived for mature age people in partial or complete retirement.

3.1.2 To deliver these programmes through a voluntary, self-help community in which all Members enjoy equal status, regardless of social or financial standing.

3.1.3 To promote improvement in the quality of life of Members and to demonstrate that intellectual capacity can be maintained well into mature age.

4. STATUS

4.1 U3A: Grahamstown is an organisation having a legal personality, capable of suing and being sued in its own name.

4.2 None of its Members in their personal capacities shall have any right to or interest in the property, funds or assets of U3A: Grahamstown, which shall vest in and be controlled by the Committee in terms hereof.

4.3 U3A: Grahamstown is an organisation not for profit, but for the benefit of its Members and as such excludes the carrying on by it of trading or other profit-making activities or the participation by it in any business, profession or occupation carried on by any of its Members, or the provision to them of financial assistance, or any of the premises, or continuous services, or facilities required by them for the purpose of any business, profession or occupation.

4.4 U3A: Grahamstown is not permitted to distribute its funds, assets or property to any person other than to a similar association of persons, giving preference to a branch of the University of the Third Age in South Africa.

5. POWERS

5.1 The management and administration of U3A: Grahamstown shall vest in a committee consisting of members whose duty it shall be to carry out its stated objects and to provide for the administration, management and control of the affairs and property of U3A: Grahamstown and do on its behalf, all such acts as may be done by U3A: Grahamstown itself.

5.2 Without in any way limiting the generality of the aforegoing, such powers shall include, but not necessarily be limited to the following:

5.2.1 To determine and collect membership fees.

5.2.2 To publish and amend rules for the conduct of Members and procedures to be followed for the attainment of any of the stated objects of U3A: Grahamstown.

5.2.3 To purchase, take on lease or in exchange, hire and otherwise acquire and sell or dispose of movable and immovable property, and any rights and privileges which the U3A: Grahamstown may think necessary for the promotion of its stated objects, subject to such consents as may be required by law.

5.2.4 To publish books, pamphlets, reports, leaflets, journals, films, videotapes and instructional matter.

5.2.5 To establish training courses and run lectures, seminars, conferences and courses.

5.2.6 To assist and cooperate in the formation and operation of other branches of U3A.

5.2.7 To receive donations, endowments, sponsorship fees, subscriptions and legacies from persons desiring to promote any of the objects of the U3A: Grahamstown. Any monies raised and received shall be retained by U3A: Grahamstown in trust and be used at the discretion of the Committee, having regard to any special wishes of a donor about particular use. No form of trading shall be undertaken in the raising of funds.

5.2.8 To do all such other lawful things as may be necessary for the attainment of any of the objects of U3A: Grahamstown as stated herein.

6. MEMBERSHIP

6.1 U3A: Grahamstown is open to all individual members of the population who are interested in supporting its stated objects and on application shall be admitted to membership upon payment of the annual subscription, as determined by the Committee or at the Annual General Meeting, and shall be bound by this Constitution and any written rules of conduct or procedures properly imposed by the Committee.

6.2 The Committee may terminate membership of any Member if:

6.2.1 Membership subscriptions or other amounts owed to the U3A: Grahamstown remain unpaid after 60 days of such amounts becoming payable.

6.2.2 Any Member acts in a way that is prejudicial to the good name of U3A: Grahamstown or brings it into disrepute, provided that the Member concerned has the right of hearing by the Committee before a decision is final.

6.3 The Committee may award honorary membership to those persons it thinks fit, in its sole discretion and for such period as it considers appropriate.

7. MANAGEMENT

7.1 The affairs of U3A: Grahamstown shall be managed and controlled by a Committee consisting of at least five and not more than twelve paid up Members of good standing, excluding those who are co-opted in terms of clause 7.8 hereof.

7.2 The election of the Committee shall be held at the Annual General Meeting of the U3A: Grahamstown. All nominations to the Committee agreed to by the nominee shall be proposed and seconded and delivered in writing to the Secretary immediately prior to the commencement of the Annual General Meeting.

7.3 The newly elected Committee shall take office at the conclusion of the Annual General Meeting. Committee members shall serve for a period of one year but shall be eligible for re-election at the next Annual General Meeting.

7.4 Office holders consisting of a chairperson, membership secretary, committee secretary and treasurer as well as pertinent portfolio holders shall be appointed by the Committee at its first meeting following the Annual General Meeting.

7.5 From time to time persons may be co-opted to the Committee at its invitation, to serve because of their special expertise; they shall not have voting rights and their term of service shall expire at the following Annual General Meeting or sooner if so decided by the Committee.

7.6 There shall be no fewer than four Committee meetings in each financial year.

7.7 The quorum for any Committee meeting shall be a majority in excess of fifty per cent of those appointed and serving at the time, present in person, subject to clause 7.1 hereof.

7.8 Committee members may resign office by giving not less than twenty-one days’ notice in writing to the secretary. The Committee shall have powers to co-opt replacement members to fill the vacancies. Such appointees shall have full voting rights and shall serve until the next Annual General Meeting when they shall be eligible for nomination and election to the Committee as provided for in clause 7.2 hereof.

7.9 At Committee meetings matters shall be decided by a simple majority of votes of Committee members present. In the case of an equality of votes the chairperson shall have a second or casting vote.

7.10 Special Committee meetings may be called at any time by the chairperson or by any two members of the Committee upon seven clear days’ notice given to all other Committee members outlining all the matters to be discussed.

7.11 The Committee may appoint sub-committees to which it may from time to time and for such time as it determines, delegate the transaction of such matters and the performance of such acts as it thinks fit and the Committee shall exercise supervision over the proceedings and acts of such sub-committees. Sub-committees shall report to the Committee at each subsequent meeting on actions taken under their delegated powers.

7.12 The Secretary shall record and keep minutes of all Committee and all annual and special general meetings. Minutes of sub-committee meetings shall be kept by the convenor of such meetings and passed to the Secretary for retention.

8. ANNUAL AND SPECIAL GENERAL MEETINGS

8.1 The Annual General Meeting shall be held once in each financial year and not later than ninety days after the end of each preceding financial year. At least twenty-one days’ notice and the proposed agenda of such meeting shall be given in writing to all Members by the secretary.

8.2 A quorum at annual general and special general meetings shall be ten percent of the paid up membership. Should no quorum be present on the date and at the time set down of any general meeting, the meeting shall be adjourned until a later date set by the chairperson at the adjourned meeting, on which later date those present shall form a quorum.

8.3 The chairperson of U3A: Grahamstown shall be the chairperson of any general or special meeting at which he or she is present. In his or her absence the Members shall elect a chairperson for the meeting. Voting on any matter shall be by show of hands, the majority vote to count. The chairperson of such meetings shall not have a casting vote.

8.4 The business of the Annual General Meeting shall include:

8.4.1 Receiving and approving the annual report of the chairperson;

8.4.2 Receiving and approving income and expenditure accounts and balance sheet for the preceding financial year;

8.4.3 Electing the members of the Committee for the forthcoming year;

8.4.4 Appointing the auditor of the income and expenditure accounts;

8.4.5 Considering proposals to alter the Constitution or any Rules made thereunder.

8.4.6 Considering any other business as published in the agenda or raised by Members at the meeting.

8.5 A special general meeting of the U3A: Grahamstown may be convened at any time by a resolution of the Committee or upon a requisition signed by ten per cent or more of the paid up membership, stating the object of the meeting. A meeting held on such a requisition shall be called by the secretary giving Members twenty-one days’ written notice, with details of the proposed agenda.

9. FINANCE AND ADMINISTRATION

9.1 All the income and property of the U3A: Grahamstown shall be applied solely towards the objects of the U3A: Grahamstown and none of it shall be paid or transferred in any way to its Committee or Members provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to an employee of the said U3A: Grahamstown, and repayment of reasonable and proper out-of-pocket expenses to members or Committee members incurred in the course of the work of the U3A: Grahamstown.

9.2 A bank account shall be opened in the name of the U3A: Grahamstown, payments and withdrawals being made on the signature of any two of three Committee members, one of whom is the chairperson or treasurer, if practicable, failing either of them, an office holder. Similarly, investments may be made, provided that the funds available for such investments may only be placed with registered financial institutions as defined in section 1 of the Financial Services Board Act 1990 and in securities listed on a stock exchange as defined in section 1 of the Stock Exchanges Control Act 1995 or in such other prudent investments in financial instruments and assets as the Commissioner for the South African Revenue Service may determine from time to time.

9.3 The financial year of U3A: Grahamstown shall end on the 31 December each year, from 2009/10

9.4 The Committee may appoint employees who are not members of the Committee either permanently or on a fixed term contract, as may from time to time be necessary for carrying out the work of U3A: Grahamstown and may fix their terms and conditions of employment.

9.5 All proper costs, charges and expenses incidental to the management of U3A: Grahamstown may be defrayed from its funds.

9.6 The Treasurer shall keep accounts of all the monies received and expended on behalf of U3A: Grahamstown and shall prepare and publish such accounts, duly examined by a suitably qualified auditor, at the Annual General Meeting. All monetary transactions shall be made by the treasurer through properly authorised accounts in accordance with the directives of the Committee.

9.7 Upon a request by Members, the Committee may give consideration, with due regard for cost, to a special external audit of the financial records, in addition to the periodic internal audit. The Committee may if necessary, call a special general meeting of Members to discuss and decide upon such a request.

10. PROPERTY

10.1 Any property of U3A: Grahamstown shall be vested in trustees appointed for this purpose or where the appointment of trustees is inappropriate shall be deemed to be held jointly by all members of the Committee.

11. LIABILITY

11.1 No Committee member of U3A: Grahamstown shall incur personal liability as against third parties in respect of actions in good faith or in respect of liabilities incurred by or on behalf of U3A: Grahamstown.

11.2 No Committee member shall be chargeable or responsible for loss caused by any thing or act done or omitted to be done by him/her or any agent employed by him/her or by any other Committee member, provided reasonable supervision be exercised over any such agent, or by reason of any mistake or omission made in good faith by any Committee member or by reason or any other matter or thing other than wilful and individual fraud or wrongdoing or wrongful omission on the part of the Committee member who is sought to be made liable.

12. AMENDMENTS TO THE CONSTITUTION

12.1 The provisions of this Constitution may not be amended save on the passing of a resolution by a seventy-five per cent majority of Members present and voting at a special general meeting of U3A: Grahamstown, for which at least 21 days’ notice stating the intention to propose and vote on such specified amendments shall have been given to all Members.

12.2 Any amendment to this Constitution must be submitted to the Commissioner for the South African Revenue Service.

13. DISSOLUTION

13.1 U3A: Grahamstown may at any time be dissolved on the passing of a resolution by a seventy-five per cent majority of Members present and voting at a special general meeting of U3A: Grahamstown, for which at least 21 days’ notice stating the intention to propose such a resolution shall have been notified to all Members.

13.2 On the dissolution of U3A: Grahamstown the remaining assets must be distributed to a similar approved public benefit organisation or any institution, board or body which is exempt from tax in terms of Section 10(1) (Ca) (i) of the Income Tax Act, with preference being given to a branch of the University of the Third Age in South Africa.

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