CONSTITUTION of the CONSTANTIA PROPERTY OWNERS' ASSOCIATION ("the Association") 1.1 The name of the Association is "the Constantia Property Owners' Association". 1.2 The shortened name is "the CPOA". 2. STATUS 2.1 The Association is an independent legal body with legal personality separate from its members. 2.2 It has the capacity to acquire, own and dispose of property and to sue and be sued in its own name. 2.3 Members are not liable for the debts or obligations of the Association. 3. OBJECTIVES 3.1 The Association's objective is to promote and safeguard the interests of the ratepayers and residents of Constantia. 3.2 Paramount to those interests is the preservation of the beauty, rural character and historic heritage of Constantia. 3.3 The Association plays a watchdog role in seeking compliance by owners and developers with the relevant planning instruments regulating development within Constantia. 3.4 The Association's special focus will be to seek adherence to the Structure Plan for Constantia. 4. MEMBERSHIP 4.1 All registered owners of property in Constantia can become members of the Association. 4.2 In the case of owners who are natural persons, their spouses may also become members in which case they may pay a reduced subscription. This also applies to any other member of the same household, but limited to two persons. 4.3 In the case of owners which are corporate entities or trusts, up to 2 (two) nominees may be appointed in writing to represent the entity or trust. 4.4 Applications for membership must be made on the form prescribed in the Association's By-laws, accompanied by payment of the membership subscription. 4.5 The annual subscription for membership shall be determined by members at the Association's Annual General Meeting. 4.6 Life membership may be applied for on payment of a lump sum determined at the Annual General Meeting for members of this category joining during the course of the ensuing year; life members joining in prior years retain their entitlement. 4.7 Members may resign membership by notice to the Executive Committee. Subscriptions are not refundable in that event. 4.8 The Executive Committee may terminate the membership of a member : 4.8.1 who is no longer qualified to be a member; 4.8.2 whose subscription is more than 6 (six) months in arrears; or 4.8.3 who has acted in serious breach of the Association's objectives, after first having given the member an opportunity to make representations justifying his/her conduct. 4.9 Each member shall be entitled to exercise a single vote at any Meeting of the Association. 5. GENERAL MEETINGS 5.1 The Association's Annual General Meeting shall be held within four months of the end of the Association's financial year, at a time and place determined by the Executive Committee. 5.2 The Annual General Meeting shall: 5.2.1 elect the members of the Executive Committee; 5.2.2 determine the annual subscriptions; 5.2.3 appoint Auditors, who shall be properly registered, and confirm their remuneration; 5.2.4 receive the Chairperson's annual report; 5.2.5 receive the audited annual financial statements. 5.3 Special General Meetings for the purpose of considering the business set out in the notice convening them may be called by the Executive Committee at any time. 5.4 On the written requisition of at least twelve members, the Executive committee must call a Special General Meeting. 5.5 At least 14 (fourteen) days' notice shall be given to members of all Meetings. The notice shall deal in sufficient detail with the purposes of the Meeting. Notice may be given by mail, fax or electronically, and shall be deemed to have been received two days after posting if sent by mail. 5.6 At least 5% (five percent) of members present in person, or by proxy, shall constitute a quorum for a Meeting. 5.7 If a quorum is not present, the Meeting shall be adjourned for the same place and time one week hence (or the first business day afterwards if it falls on a public holiday), in which case no quorum shall be required. 5.8 A member unable to attend a Meeting may appoint another member to represent and vote for him/her. Such proxies must be in writing and signed by the member making the appointment and must be handed in at least 72 hours before the Meeting. 5.9 Voting shall be by show of hands unless there is a contest for membership of the Executive Committee, in which case ballot papers shall be issued. Decisions shall be arrived at by a simple majority. 6. EXECUTIVE COMMITTEE 6.1 The business of the Association shall be managed by an Executive Committee consisting of at least 6 (six), and not more than 12 (twelve) members, who shall be elected at the Annual General Meeting. 6.2 Nominations of candidates for election to the Executive Committee must be received by the Association's Secretary at least 7 (seven) days before the Annual General Meeting. Nomination forms, in the form set out in the By-laws, must be signed by a proposer and a seconder, who shall both be members, as well as by the candidate signifying his/her acceptance of the nomination. 6.3 The Executive Committee may co-opt up to 5 (five) additional members to the Committee for their expertise in particular matters or to fill vacancies of members who have resigned from the Committee during a year. The term of office of all such members shall expire at the Annual General Meeting. 6.4 Serving local government councillors attend meetings in an ex officio capacity, unless they have been elected to office in terms of Clause 6.1. 7. FUNCTIONING OF THE EXECUTIVE COMMITTEE 7.1 The outgoing Chairperson shall convene a Meeting of the Executive Committee within 14 (fourteen) days of the Annual General Meeting at which: 7.1.1 a Chairperson; 7.1.2 a Vice-Chairperson to deputise in his/her absence; and 7.1.3 a Treasurer shall be elected. 7.3 The Executive Committee shall hold regular (at least 10 (ten) per annum) Meetings convened by the Chairperson or, in his/her absence, the Vice-Chairperson, and Minutes shall be kept of proceedings. 7.4 4 (four) members present shall constitute a quorum. Proxies are not permitted. 7.5 If members are not able to reach consensus, the Chairperson can call for a vote on a proposal, to be taken by show of hands. If there is an equality of votes the Chairperson has a casting vote. 7.6 The Executive Committee has the power to constitute sub-Committees, which may have a mandate of either a standing, or an ad hoc, nature. The structure and mandates of the sub-Committees are set out in the Association's By-laws. 7.7 The Executive Committee has the power to adopt By-laws for the efficient management of the Association consistent with the provisions of this Constitution. 7.8 If a matter arises which requires immediate attention and there is insufficient time to call a Meeting of the Executive Committee, the Chairperson may take action on his/her own, after consulting all those members that may be available. 8. PRINCIPLES OF GOVERNANCE 8.1 The Executive Committee must manage the Association's business in a way that promotes, and is consistent with, the Association's objectives. 8.2 Good faith must be shown at all times. 8.3 Conflicts of interest must be avoided. 8.4 Personal interests in any matter before the Executive Committee must be disclosed by committee members to the others. 8.5 A member must not influence, or attempt to influence, the Executive Committee to come to a decision on any matter before it in exchange for any benefit, either direct or indirect. 8.6 The Association does not take any political stance on any matter. 9. THE ASSOCIATION'S POWERS The Association shall have the power to: 9.1 acquire, own and dispose of property, whether movable or immovable; 9.2 lease offices and equipment; 9.3 open and operate bank accounts; 9.4 employ persons; 9.5 do such other things as may be necessary for the Association to give effect to its objectives. 10. FINANCIAL MATTERS 10.1 The Association shall keep proper accounting records and maintain banking accounts, the operation of which is under the supervision of the Treasurer, in accordance with standard administrative procedures. 10.2 The financial year end is set out in the By-laws. 10.3 Audited annual financial statements prepared in accordance with generally accepted accounting practice shall be laid before the Annual General Meeting. 11. AMENDMENTS 11.1 Any amendments to this Constitution must be passed by a majority of at least two-thirds of members present or represented by proxy at a General Meeting of the Association. 11.2 Amendments to the By-laws must be passed by a similar majority of the Executive Committee at a duly convened Meeting. 12. TERMINATION OF THE ASSOCIATION 12.1 The Association may be dissolved upon the passing of a resolution to that effect adopted by a majority of at least two-thirds of members present or represented by proxy at a General Meeting of the Association. 12.2 If the Association is dissolved, its surplus assets must be transferred to a body, or bodies, having similar objectives to those of the Association. 13. DEFINITIONS 13.1 In this Constitution: 13.1 "Constantia" shall mean the Constantia Valley, bordered by the mountain range to the West, the suburbs of Bishopscourt to the North, the suburbs of Wynberg and Plumstead to the East, and the suburb of Tokai to the South. The area is delineated on a map as recorded in the Association's By-laws. 13.2 "planning instruments" means all legislation and framework plans that affect development within Constantia. Adopted 1 July 2003 |
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