THE CONSTITUTION OF LESEDI LA BATHO
TABLE OF CONTENTS
PREAMBLE, VISION & VALUES
1. NAME AND LOCATION
2. PURPOSE
3. LEGAL STATUS
4. INCOME AND PROPERTY
5. TAXATION OF THE ORGANISATION
6. POWERS OF THE ORGANISATION
7. BOARD OF DIRECTORS
8. GENERAL MEMBERS
9. MEETINGS OF THE MEMBERSHIP
10. MANAGEMENT COMMITTEE
11. COMMITTEE OF PATRONS
12. FINANCE AND ACCOUNTS
13. GENERAL PROVISIONS
14. AMENDMENT OF THE CONSTITUTION
15. DISSOLUTION
16. ADOPTION OF THE CONSTITUTION
SCHEDULE A: SCHEDULE OF FIRST MEMBERS
SCHEDULE B: REQUIREMENTS FOR APPROVAL AS PUBLIC BENEFIT ORGANISATIONS
14
PREAMBLE
Lesedi la Batho is a Greater Tshwane-based non-governmental organisation that promotes education and community wellness, contributes to personal growth, and thus enables sustainable economic and social development in the communities in which it operates.
VISION
Making South Africa a beacon of hope by providing our youth and community members with the opportunities and skills they need to realize their fullest potential and purpose, and so become contributing members of society.
VALUES
Humanitarian: We care about individuals and communities
Positive: We never give up – for there is always goodness to be found in people
Energetic: The smallest successes energize us
Ethical: Unashamedly so
Sharing: We share knowledge and ideas to maximize the impact
1. NAME AND LOCATION
The name of the Organisation is “Lesedi la Batho Community Centre”, operating as “Lesedi la Batho”. Its offices are located at 996 Park Street, Hatfield, Pretoria, Republic of South Africa.
2. PURPOSE
2.1 Mission
Lesedi la Batho is a faith-based NGO that seeks to inspire, empower, motivate, engage and equip the youth and communities through projects that focus on development, social enterprise development and the provision of social services.
2.2 Main Objectives
a) To promote social change and justice in communities through skills development and knowledge creation ,sport, art and culture;
b) To promote social cohesion and economic empowerment of communities;
c) To empower the youth to take the lead in improving their own lives, finding solutions to their problems and satisfying their needs by positively focusing on, and utilizing, both individual and communal assets;
d) To provide the youth and community members with opportunities that will enable them to develop creative ways to enhance the quality of their lives and that of others;
e) To be a catalyst for social entrepreneurship by creating the environment for the development of innovative, effective and measurable solutions for communities; and
f) To provide social services to vulnerable mothers in order to empower them, and provide them with life options, while their babies are nurtured and loved in a safe environment.
3. LEGAL STATUS
Lesedi la Batho is a non-governmental organisation with its own identity; exists distinct from its members and office bearers and will continue to exist even if the members change.
4. INCOME AND PROPERTY OF THE ORGANISATION
Members and office-bearers have no rights in the property or other assets of Lesedi la Batho solely by virtue of their being members or office-bearers. The income and property of the organisation shall be used solely for the promotion of its stated objectives and shall not be paid or distributed directly or indirectly to any person, or to any member of the organisation or office bearers, except as reasonable compensation for services actually rendered to the organisation or reimbursement of actual costs or expenses reasonably incurred on behalf of the organisation.
5. TAXATION OF THE ORGANISATION
Lesedi la Batho shall apply to the Commissioner of the South African Revenue Service for approval as a Public Benefit Organisation in terms of Section 30 of the Income Tax Act. Upon approval, the provisions set out in the annexed Schedule B shall bind the organisation.
6. POWERS OF THE ORGANISATION
Lesedi la Batho shall have the same powers as that of a company under the Companies Act, as amended. Such powers include:
6.1 To institute or defend any legal or other proceedings and to settle any claims;
6.2 To prudently invest funds of the organisation;
6.3 To buy, attain, maintain, manage, lease, sell, or in any way deal with property and assets of the organisation;
6.4 To donate and transfer the property and assets of the organisation to public benefit organisations with similar objectives;
6.5 To borrow and to use the property or assets of the organisation as security for Borrowing;
6.6 To execute any act or deed in any deeds registry, mining titles or other Public Office;
6.7 To exercise all the management and executive powers ordinarily vested in the Board of Directors of a Company; and
6.8 To carry out all the powers and authority of the organisation in South Africa and in any other part of the world.
7. THE BOARD OF DIRECTORS
7.1 Purpose and Responsibilities: The Board of Directors has the overall responsibility to govern the organisation. Board members are thus responsible for continually guiding the organisation towards its vision and strategy. In this regard, the Board should ensure that all available resources are used effectively, efficiently and responsibly in pursuing Lesedi la Batho’s vision. A healthy and strong relationship between the Board of Directors and the Management Committee is also essential for the success of the organisation. The Board must thus, at regular intervals, evaluate the organisation’s Management structures and ensure that there is a well-defined succession plan in place.
7.2 Powers: The Board shall manage the affairs of Lesedi la Batho in accordance with the resolutions of members in the Annual General Meeting. Having an effective Board will provide a sound basis for the successful management of the organisation. In essence, the powers and responsibilities of the Board are to:
a) Oversee the work and business of the organisation;
b) Ensure proper financial systems and accountability are in place;
c) Advise, guide and support the Managing Director and staff;
d) Review and develop company policies and programmes;
e) Represent the organisation in public; and
f) Mobilise resources and support for the organisation.
7.3 Composition and Portfolios: A minimum of seven (7) members shall be elected to serve on the Board of Directors bearing the following portfolios: the Chairperson, the Managing Director, the Chief Financial Officer, the Secretary and three (3) additional members. The two additional members shall, as occasions arise, be designated to specific tasks and / or issues related to the organisation’s programme areas. All members of the Board of Directors shall be members of Lesedi la Batho. As executive members of the organisation, the serving Managing Director and Chief Financial Officer shall always form part of the Board of Directors. The remaining five (5) Board members shall be elected by the members of the organisation at an Annual General Meeting.
7.4 Term of office: The length of a single term for Board Members will be for a period of one (1) year, with elections to be held at each Annual General Meeting. The appointment of all Directors of the Board shall terminate at the next Annual General Meeting succeeding their appointment. All retiring Directors shall be eligible for re-election or co-option, as the case may be, but not serving more than three (3) consecutive years without a minimum ineligibility period of twelve months.
7.5 Vacancies and Co-option: The Board of Directors must, as soon as reasonably possible, fill any vacancy that has reduced the number of Board members to less than five (5) until the next Annual General Meeting. The Board of Directors may co-opt additional non-voting members as it may consider appropriate.
7.6 Cessation of Board Membership: Due to the nature of the work and contribution to the workings of the Board, criteria for cessation of membership of the Board between Annual General Meetings are as follows:
a) resignation from the Board;
b) clearly perceived lack of commitment required for the responsibilities;
c) clearly perceived lack of time to perform the agreed upon tasks;
d) inability to work with the other Board Members as part of a team;
e) upon declaration of a conflict of interests;
f) disqualification from office upon termination of membership to the organisation; or
g) through a two-thirds resolution of the remaining Board members, consisting of not less than four (4).
7.7 Delegation of Powers: The Board may delegate any of its powers or functions to a committee or member(s) of the organisation provided that:
a) such delegation and conditions are reflected in the minutes for that Board meeting;
b) at least one Board member serves on the committee;
c) the Board, in advance, approves all expenditure incurred by the committee or member; and
d) the Board may revoke the delegation or amend the conditions.
7.8 Procedures at Meetings: The Board may regulate its meetings and proceedings as it finds fit, subject to the following:
a) The Chairperson shall chair all meetings of the Board.
b) Meetings of the Board may be conducted face-to-face or electronically, which would allow Board members to be present and participate through electronic means.
c) If the Chairperson is not present within fifteen (15) minutes of the appointed time of the meeting, the Deputy Chairperson shall chair such meeting. In both their absence, the Board members present at the meeting shall elect a chairperson for that meeting.
d) The Chairperson shall convene a meeting of the Board at the written request of any two members of the Board, but at least quarterly.
e) The quorum for a meeting of the Board shall be two-thirds of the serving Board members.
f) If no quorum is present, the Board may make no decision, except to preserve the assets of the organisation and to call a meeting of the general members.
g) Each Board member present, or represented through written proxy, shall have one (1) vote.
h) Decisions shall be by seeking consensus and, if not attained, by a majority of votes. Should there be an equality of votes, the Chairperson shall have a casting or second vote.
i) Proper minutes and attendance records must be kept of all meetings of the Board. The chairperson for the meeting shall sign the minutes, which shall be available at all times for inspection or copying by any member of the organisation on two days’ notice to the Secretary.
j) A resolution signed by all members of the Board shall be as valid as if passed at a duly convened meeting of the Board.
k) The Board may appoint employees upon such lawful terms and conditions as it may deem necessary.
l) All General Members of Lesedi la Batho may attend Board Meetings in an advisory capacity, with no voting rights.
7.9 Conflicting Interests: Any actual, potential or perceived conflict of interest on the part of any member of the Board, on a matter pertaining to the organisation, must be disclosed in writing to the Board, which shall record such conflict of interest in the minutes of the Board meeting. Such member may be requested by the Board to state his / her position in the matter or to respond to pertinent questions, but shall not vote or use his / her influence on the matter and shall not be counted for purposes of determining a quorum for the meeting where the voting takes place.
7.10 Confidentiality: All matters pertaining to litigation, security measures, contractual negotiations, employment matters and any other matters deemed confidential by the Board, must be treated as such and only the actual decisions may be disclosed to the general public.
7.11 Voting: The Board shall strive to make decisions by consensus. Where consensus cannot be reached, matters will be put to a vote. Each member shall have one (1) vote. Decisions on issues pertaining to the amendment of the Constitution, and approval of the Financial Statements and Audit Reports shall require a two-thirds majority while decisions on all other matters will be taken by simple majority. In the case of an equality of votes, the Chairperson of the Board shall have a second or casting vote.
8. GENERAL MEMBERS
8.1 First and Subsequent Members: The first members of the organisation shall sign Schedule A of this Constitution. The Board may admit natural persons over eighteen (and legal persons) as members to the organisation.
8.2 Conditions and Criteria: The first Board shall determine the conditions and criteria for membership through a policy document that will guide issues such as the registration, transfer and termination of membership. Applications for membership that do not comply with such conditions and criteria may be refused by the Board.
9. MEETINGS OF THE MEMBERSHIP
9.1 Annual General Meetings: All Annual General Meetings (AGMs) are to be held within six (6) months of the organisation’s financial year-end. At least twenty-one (21) days’ written notice must be given to all members stating the date, time and place of the AGM, which business must include:
a) The Chairperson’s report;
b) The presentation of the organisation’s Annual Financial Statements;
c) The election of Board members;
d) The appointment of Auditors; and
e) Other appropriate matters.
9.2 Special General Meetings: The Board may call a Special General Meeting of the organisation. At least fourteen (14) days’ written notice must be given to all members stating the date, time, place and business of the Special General Meeting. The members, in a Special General Meeting, may review, approve or amend any decision taken by the Board, but no such resolution of the General Membership shall nullify any earlier resolution taken by the Board in accordance with the provisions of this Constitution.
9.3 Procedures at General Meetings and Annual General Meetings: The Members may regulate their meetings and proceedings as it finds fit, subject to the following:
a) The Chairperson shall chair all General Meetings and Annual General Meetings.
b) General Meetings and Annual General Meetings may be conducted face-to-face or electronically, which would allow members to be present and participate through electronic means.
c) If the Chairperson is not present within fifteen (15) minutes of the appointed time of the meeting, the Deputy Chairperson shall chair such meeting. In both their absence, members present at the General Meeting shall elect a chairperson for that meeting.