KEERPUNT BERADINGS NETWERK
KONSTITUSIE
1.
NAME
1.1
The organization hereby constituted will be called: Keerpunt
Beradings Netwerk / Turning-Point Counselling Network
1.2
The organization's abbreviated name will be KBN (Afrikaans) / TCN
(English).
2. DEFINITIONS
2.1
In this constitution, unless
indicated to the contrary the following expressions, words and phrases shall
have the following meanings assigned to them, respectively:
2.1.1
Annual
General Meeting
The
Annual General Meeting is a meeting consisting of all members of the organization
and must be held in accordance with the provisions of clause 10 (ten) of this
constitution.
2.1.2
Board
The
Board of the organization that is responsible for the management of the organization.
2.1.3
Board
Meetings
Meetings of the Board.
2.1.4
Director
A member of the Board.
2.1.5
KBN
The organization.
2.1.6
Member
A
member of the organization whose name is registered in the organization's
membership register and whose membership fees had been fully paid.
2.1.7
Office
bearers
Members of the Board.
2.1.8
Organization
Keerpunt
Beradings Netwerk / Turning-point Counseling Network.
2.1.9
Quorum
- At a
Annual General Meeting a quorum will be the number of members present at the
beginning of the meeting.
- At a
Special General Meeting a quorum will be the number of members present at the
beginning of the meeting.
- At a
Board Meeting a quorum will be 50% (fifty percent) plus one of the members of
the Board.
2.1.10
Special
General Meeting
This
is an extraordinary Annual General Meeting of all members of
the organization and must be held in accordance with the provisions of
clause 10 (ten) of this constitution.
2.1.11
TCN
The organization.
2.2
Unless the context otherwise requires, reference to sections and or
paragraphs are to clauses of this constitution.
2.3
The headings in this constitution are for convenience of reference only,
and under no circumstances should they be construed as being a substantive part
of the meaning thereof.
2.4
An expression, which donates: -
2.4.1
any gender shall include the other gender;
2.4.2
a natural person shall include an artificial person;
2.4.3
the singular shall include the plural.
3.
BODY CORPORATE
3.1
The organization shall:
3.1.1
exist in its own right, separately from its members;
3.1.2
continue to exist even when its membership changes and different office
bearers are elected;
3.1.3
be able to own fixed property and other assets;
3.1.4
be able to sue and be sued in its own name.
3.2
The organization is thus a body corporate and have identity and existence
distinct from its members or office bearers.
4. OBJECTIVES
4.1
The organization's main objectives are to:
4.1.1
provide a Christian-based emotional healing counseling service to the
community at large;
4.1.2
provide Christian-based pre-marital and marriage counseling and
workshops;
4.1.3
provide Christian-based cancer counseling;
4.1.4
provide Christian-based AIDS counseling;
4.1.5
provide Christian-based bereavement / guidance counseling;
4.1.6
provide Christian-based sex education;
4.1.7
provide Christian-based training and seminars in
relation to all the abovementioned objectives.
4.2
The organization's secondary objectives will be to:
4.2.1
acquire either own or hired property to operate from, maintain and
support the achievement of the above-mentioned main objectives;
4.2.2
to raise funds to sustain the organization as a financially independent
entity, with full time, part time and voluntary Christian counselors and
assistants;
4.2.3
to conduct a business or businesses.
5. INCOME AND PROPERTY
5.1
The organization will keep a record of all its assets.
5.2
The organization may not give any of its funds or property to its members
or office bearers, except when it pays for work that a member or office bearer
has done for the organization. The remuneration for the work done must be market
related.
5.3
The organization will only reimburse a member for expenses that she or he
has incurred for or on behalf, of the organization.
5.4
Members or office bearers of the organization do not have ownership or
ownership-rights over any assets belonging to the organization.
6. MEMBERSHIP
6.1
If a person wants to become a member of the organization, such person
will have to apply to the Board. The Board has the right to refuse membership.
6.2
Members may attend the organization's Annual General Meetings where they
can exercise their right to vote.
6.3
The Board has the right to suspend the membership of a member pending the
outcome of an investigation re misconduct, and will have the right to terminate
membership at its own discretion.
6.4
Members are expected to contribute to the organization's funds. The
minimum contribution will be determined by the Board, and will be adjusted at
the Board=s
sole discretion from time to time. A member may be excused from making
contributions at the discretion of the Board.
7.
THE BOARD
7.1
The Board, which comprise of a Chief Executive Officer and not less than
5 (five) directors will manage the organization. They are the office bearers of
the organization and may be part time volunteers or full time employees of the organization.
Directors must also be members of the organization.
7.2
The founder of the organization is Frans Nortje and will act as Chief
Executive Officer until such a time as he chooses to retire from the position,
or he is no longer able or fit to fulfil his duties. In this case the Board will
appoint a new Chief Executive Officer.
7.3
Office bearers will serve for one year.
They may be re-elected for a further term of office, depending on the
type of services they render to the organization, and providing their services
are needed and they are available to fill the position.
7.4
The Board has the right to form sub-committees. The
Board must be advised of and endorse decisions made by the sub-committees.
7.5
All members of the organization have to abide by decisions taken by the
Board. The Board=s
decision on all matters is final.
8. MEETINGS AND
PROCEDURES OF THE BOARD
8.1
The Board will meet at least once every calendar month.
A quorum is needed to carry out decisions.
8.2
The Chief Executive Officer shall act as the chairperson of the Board.
8.3
The vice chairperson will automatically head the Board whenever the
chairperson is absent.
8.4
When necessary, the Board will vote on issues. If the votes are equal on
an issue, the chairperson has a deciding vote. The chairperson has the authority
to overrule the outcome of a voted issue that may be in conflict with the
objectives of the organization and refer it for arbitration.
8.5
Minutes of all meetings must be recorded, archived and kept at hand for
members to consult. The minutes of each meeting will be distributed to the
directors within 7 (seven) days after each meeting. The next meeting of the
Board will confirm that the minutes are a true record of the proceedings.
Then the chairperson and one other director will sign the minutes.
8.6
If a director does not attend three consecutive Board Meetings, without
applying for, and obtaining leave of absence from the Board, the Board can
dismiss the director and find a replacement.
8.7
Special Board Meetings can be
convened by the chairperson, or by at least two directors, by giving 7 (seven)
calendar days= prior notice and full details to the remaining
directors.
9. POWERS OF THE ORGANIZATION
9.1
The Board may execute power and authority needed to achieve the
objectives set out in clause 4 (four) of this constitution. Its activities will
be subject to the laws of the Republic of South Africa.
9.2
The Board has the power and authority to raise funds or to invite and
receive contributions and / or donations.
9.3
The Board has the power to buy, hire or sell any property in order to
achieve the objectives of the organization.
9.4
The Board
has the right to make rules and by-laws for proper management, including
procedure for application, approval and termination of membership.
9.5
From time to time, the Board will decide on the powers and functions of
its office bearers.
9.6
The Board will structure the organization=s
business process/ess so that its method of operation is streamlined and
efficient.
10.
ANNUAL GENERAL MEETINGS
10.1
The Annual General Meeting must be held once every year, within 60 days
after the financial year-end.
10.2
A quorum must be present at the Annual General Meeting.
10.3
The organization should deal with the following aspects, amongst others,
at its Annual General Meeting:
10.3.1 Agree to the items to
be discussed on the agenda.
10.3.2 Attendance register
must be kept and apologies recorded.
10.3.3 Read and confirm the
previous meeting=s minutes with matters arising.
10.3.4 Chairperson=s
report.
10.3.5
Treasurer=s
report.
10.3.6
Changes to the constitution that members may want to make.
10.3.7
Elect new Board.
10.3.8
General.
10.3.9
Close the meeting.
10.4
At the Annual General Meeting members exercise their right to vote for
inter alia policy matters, constitutional matters and new members of the Board
of the organization as well as other matters referred to in clause 10.3 of this
constitution as well as all those other matters tabled at such a meeting.
10.5
A Special General Meeting can be convened at any time
by the chairperson on written request of not less than 50% (fifty) percent of
all members who=s membership contributions had been fully paid at
the time of the request for such meeting. Such
meeting will have to be called within 21 days after the date of reception of
such request by the chairperson.
10.6
A quorum must be present at the Special General
Meeting.
10.7
Annual
General Meetings and Special General Meetings will be chaired by the chairperson
of the Board and if he / she cannot than by the vice chairman of the Board.
10.8
Decisions of Annual General Meetings and Special General Meetings will be
taken by means of a majority vote. If
the votes are equal on an issue, then the chairperson has a deciding vote. The
chairperson has the authority to overrule the outcome of a voted issue that is
in conflict with the objectives of the organization as set out in clause 4
(four) of this constitution and refer it for arbitration.
11.
FINANCE
11.1
A
financial director / treasurer shall be appointed by the Board. His or her duty
is to keep records of all the organization’s
financial issues, audit and check on the finances of the organization
and / or make use of a qualified external accounting firm to take care of the
accounting issues.
11.2
Whenever funds are taken out of the bank account, the chairperson and
financial director / treasurer must authorise all expenses and sign all
withdrawals or cheques.
11.3
The financial year-end of the organization is 30th September each year.
11.4
The organization=s
accounting records and reports must be ready and handed to the Director of Non
Profit Organizations within six months of the financial year-end.
11.5
If the organization has funds that can be invested, the funds may only be
invested with registered financial institutions. These institutions are listed
in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984. The Organization
may also invest in property from where it can earn a monthly income.
The organization reserves the right to investigate and seek advice before
investing money with an organization to ensure a good return with limited risk.
12.
CHANGES TO THE CONSTITUTION
12.1
The constitution can be changed by a resolution. The resolution has to be
agreed upon and passed by not less than two thirds of the members who are
present at the Annual General Meeting or Special General Meeting. Members must
vote at this meeting to change the constitution.
12.2
A quorum must be present at an Annual General Meeting or Special General Meeting before a
decision to change the constitution can be taken.
12.3
A written notice, incorporating proposed changes to be discussed, must be
distributed not less than fourteen (14) days before the meeting to all the
members of the organization.
12.4
No amendments whatsoever may be made which would affect the existence of
the organization or to change its essential objectives as set out in clause 4 of
the constitution.
13.
DISSOLUTION / WINDING-UP
13.1
The organization may be dissolved if the chairperson
and at least two-thirds of the members present and voting at a Annual General
Meeting or Special General Meeting convened for the purpose of considering such
matter, are in favor of dissolving the organization. In this regard the first Chief Executive Officer as
meant in clause 7.2 of this constitution will have the right to veto such
decision.
13.2
When the organization closes down it has to settle all
its debts. After doing this, if there is property and / or surplus funds
available, they should not be paid or given to members of the organization. They
should be given somehow to another non-profit organization that has similar
objectives. The organization=s
Annual General Meeting or Special General Meeting deciding on dissolution /
winding up can decide what organization should receive this donation.
14.
ARBITRATION
14.1
Should the chairperson wishes to refer a matter for
arbitration the matter shall be dealt with in terms of the Arbitration Act, No
42 of 1965.
14.2
The arbitrator shall be, if the matter in dispute is principally-
14.2.1 a
legal matter, a practicing advocate or attorney of Pretoria of at least 7
(seven) years' standing;
14.2.2 an
accounting matter, a practicing chartered accountant of Pretoria of at least 7
(seven) years' standing;
14.2.3 any
other matter, a ministers / pastor in the service of ‘Lewende Woord’
Ministries or Dutch Reformed Church Moreletta Congregation or Doxa Deo of at
least 7 (seven) years' standing.
14.3
Should the parties to the dispute fail to agree whether the dispute is
generally a legal, accounting or other matter within 7 (seven) days after
arbitration was demanded, the matter shall be deemed to be a legal matter.
14.4
Should the parties fail to agree on an arbitrator within 14 (fourteen)
days after the giving of notice of the arbitration, the arbitrator shall be
appointed at the request of either party to the dispute by the President for the
time being of the Transvaal Law Society.
14.5
The decision of the arbitrator shall be final and binding on the parties
to the dispute.
14.6
The parties agree to keep the arbitration including the subject matter of
the arbitration and the evidence heard during the arbitration confidential and
not to disclose it to anyone except the members of the Board.
14.7
The provisions of this clause -
14.7.1
constitute an irrevocable consent by the parties to any proceedings in
terms hereof and no party shall be entitled to withdraw there from or claim at
any such proceedings that such provisions do not bind it;
14.7.2
are severable from the rest of this constitution and shall remain in
effect despite the termination of or invalidity for any reason of this
constitution.
15.
ADOPTION OF THE CONSTITUTION
This
constitution was approved and accepted by members of Keerpunt Beradings
Netwerk /
Turning Point Counselling Network at a Special General Meeting held on 6 August 2002.