CONSTITUTION OF A VOLUNTARY ASSOCIATION

Name of Association: South African Association of Audiologists

This Constitution was adopted in accordance with a proposal by the National Management Committee issued on 4 July 2014 and adopted by a special resolution taken by the voting members at an Annual General Meeting of the Association held on 18 October, 2014.

INTRODUCTION

SAAA is constituted as a Voluntary Association; however the necessity for SAAA to be registered as a Non- Profit Organisation (NPO) has been realised by the Management Committee which will give rise to tax relief, receipt of donations(NPO registration number often required), amongst other advantages. To this end, the SAAA Constitution, in particular needs to be compliant with prescribed criteria as determined in accordance with (eg) tax related legislation.

A constitution is a set of fundamental principles or established precedents according to which an organisation is governed. These rules together make up, i.e. constitute, what the entity is. When these principles are written down into a single collection or set of legal documents, these documents may be said to comprise a written constitution.

Taking cognizance of the intent to register SAAA as a NPO as well as recent developments and changes within the SA legislative arena including a renewed emphasis on corporate governance and ethics, the SAAA Management Committee have identified the need for a revision of its constitution and in the process also to comply with particularly the amended taxation laws.

In essence, the proposed amendments do not represent a complete overhaul of the Constitution but incorporate, where deemed applicable, insertions of appropriately worded clauses, revised wording and increased emphasis on specific principles.

RATIONALE

BACKGROUND

The current SAAA Constitution adopted at a meeting of members in 2015 has served an important purpose by providing a platform for the SAAA to operate with structure and direction at the time.

Subsequently, however, the necessity for review of the SAAA Constitution became apparent in the face of revised legislative changes primarily related to taxation as well as identified issues pertaining to corporate governance. As SAAA is to be registered as a Non- Profit Organisation , we will enjoy the benefit of tax exemption status, it is deemed imperative that constitutional amendments be instituted to ensure that the SAAA is 100% compliant with all forms of existing legislation, where applicable and well equipped to negotiate the future on behalf of its members.

SAAA thus instituted a process to affect the desired constitutional changes which involved consultation with outside consultants and other role players.

REVISED CONSTITUTION: KEY ELEMENTS

A number of criteria have been identified by the SAAA Executive Committee for the purposes of the revision of the SAAA constitution, which include:

  • Adherence to legislation related to tax exemption status required for SAAA, as an organisation registered as a NPO with the benefit of tax exemption status;
  • Issues relating to Corporate Governance to be implemented based on practicalities (e.g. Policies and Procedures).

The following represent a synopsis of critical factors, by example, which need to be, included the SAAA Constitution. The factors highlighted in red represent the proposed amendments and/or additions to the Constitution to ensure compliance with existing legislation and governance principles.

  • SAAA is constituted as a Voluntary Association;
  • SAAA shall use substantially the whole of its funds in accordance with its principal object for which it has been established;
  • No member of SAAA shall directly or indirectly have any personal or private interest in the Association;
  • The funding of the Association shall be derived primarily from membership dues;
  • SAAA shall not pay excessive amounts to staff, office bearers or other parties for services rendered;
  • SAAA shall not be entitled to distribute any of its income or property among its members or off ice bearers except as reasonable remuneration for services rendered;
  • A pledge that SAAA will not knowingly become party to any illegal tax avoidance arrangement;
  • SAAA is managed by Management Committee who are the Office Bearers
  • The Management Committee be made up of not less than 10 ( ten) members and will not exceed 25 ( twenty five) members;
  • The Management Committee to include Members of the Executive Council
  • The entitlement of the SAAA Directors to institute Policies and Procedures;
  • Members be bound by the Constitution as well as the Policies of SAAA;
  • The responsibility of the SAAA Directors to set membership fees;
  • In the event of a casual vacancy within the Management Committee, a voting member in good standing may be co-opted to fill the vacancy until the next AGM;
  • The obligations of the Directors to submit amendments to the SAAA Constitution within 30 days to the Commissioner of the SA Revenue Services.

PROPOSED RESOLUTION
RESOLUTION SAAA 19/1/18/01.
IT IS RESOLVED THAT: THE SAAA CONSTITUTION, AS ADOPTED AT AN ANNUAL GENERAL MEETING OF MEMBERS HELD IN CAPE TOWN IN 2015 BE REPLACED IN ITS ENTIRETY WITH THE REVISED CONSTITUTION AS PRESENTED AND SIGNED BY THE SAAA PRESIDENT, DATED ……….., 2018.
NB. The complete proposed SAAA Constitution has been posted on the SAAA web.
OR
RESOLUTION SAAA/23/2/18/01

It is resolved that:

  1. Clause 2.1 as stated within Part A of the SAAA Constitution be amended to read as follows:

    "The Association is hereby constituted as a 'Voluntary Association'"

  2. Clause 7.4.2.1 as stated with Part B to read as follows:

    "An acceptance of the Association’s code of conduct and policies"

  3. Clause 7.6 to read as follows:

    "….be bound by the Constitution and policies of the Association"

  4. Clause 11.3.2 to read as follows”

    "…code of conduct or policies…."

  5. Clause 19.1.1. to be inserted within Part D to read as follows:

    "The organisation will be managed by a Management Committee who are the office bearers.."

  6. Clause 19.2.4 with sub- clause 19.2.4.1to be added to read as follows:

    "The Committee will include"

    "Members of the Executive Council as constituted in Clause 22 …."

  7. Clause 21.2 to be included, to read as follows:

    "In the event of a casual vacancy within the Management Committee arising, the Committee may co-opt a voting member in good standing to fill the vacancy until the next AGM""