CONSTITUTION OF THE CLYDESDALE VILLAGE ASSOCIATION (CVA)


1. NAME
The name of the association is the “Clydesdale Village Association” abbreviated as CVA. In this Constitution it is also referred to as “the Association”.


2. OBJECTIVES
The Association aims to:
2.1 promote and protect the well-being and interests of all the residents of Clydesdale.
2.2 as a representative body, to canvass, propagate and defend the views, interests and rights of its members in relation to other persons, institutions and organisations, including the municipal authority.
2.3 promote and protect the historical heritage and residential character of Clydesdale.
2.4 be affiliated or associated with similar associations or forums which promote the interests of Clydesdale and other residential areas.


3. NATURE OF THE ASSOCIATION
3.1 The CVA is a non-profit community-based organization established to serve the residential area known as Clydesdale within Sunnyside, Pretoria.
3.2 The Association does not exist to pursue any commercial activity with the aim or objective of acquiring gain for the Association or any of its members.
3.3 The Association has perpetual succession and is capable of suing and being sued only in its own name but not in that of its members or office-bearers in the Republic of South Africa.
3.4 No member or office-bearer shall be personally liable for any debt whatsoever incurred as a result of his or her duties in, or as a member of, the CVA.
3.5 No member or office-bearer shall be personally liable for any legal action brought against the member as a result of his/her duties performed on behalf of the Association.
3.6 The Association has the right to be affiliated to or be associated with any other organization promoting compatible aims and objectives.


4. AREA OF OPERATION
For the purpose of this Constitution and its implementation the CVA will recruit members and act on their behalf within the geographical area demarcated by the following streets as they were known in 2014: Walton Jameson Avenue, Wessels Street, Valley Road, Minni Street, Park Street, Kirkness Street and Bond Street.


5. MEMBERSHIP
5.1 Residents and owners of properties in the area described in section 4 are entitled to membership of the Association upon payment of the prescribed membership fee and compliance with the other articles in this section.
5.2 Membership of the Association by occupants of communes, or cluster developments like tenements, is limited to the holder of the property’s title deed. In the case of sectional title ownership, membership of the Association will be granted to one representative of the Board of Directors or similar representative body.
5.3 Occupants and/or owners in the area defined in section 4 of any kind of property that is illegally used for purposes not included in its municipal zoning specifications or that violates the terms of relevant legislation, by-laws and regulations, or who violates any provision of the applicable legislative and subordinated legislative or administrative provisions for land use and occupation, are automatically disqualified from membership of the Association. They are not entitled to demand any assistance or support from the Association or act on behalf of the Association.


6. MEMBERSHIP FEES
6.1 Membership fees shall be determined annually at the AGM, having due regard to the financial requirements of the Association for the year ahead. An increase in membership fees will become effective immediately after the AGM.
6.2 Membership fees are payable on application for membership to the Association’s Treasurer in the form and procedure as determined from time to time.


7. COMMITTEES: CVA COMMITTEE, EXECUTIVE AND SUB-COMMITTEES
7.1 The Association shall have three types of committee: 1) the CVA Committee, 2) the CVA Executive Committee, and 3) sub-committees.
7.2 The members of the CVA Committee are elected annually by the AGM. A total of not more than twelve (12) members shall be elected to the Committee.
7.3 Nominations for the positions shall be called for as part of the AGM notice. The candidates must be nominated and seconded by paid-up CVA members in good standing. Persons involved in professions that may constitute a potential conflict of interest with the interests of the CVA (such as estate agents, lawyers involved in property developments or property developers) cannot be nominated and become members of CVA committees. In addition, any person found guilty on a criminal charge without the option of a fine shall not be eligible for any of the CVA committees. Outgoing CVA Committee members are eligible for re-election provided they continue to meet all the requirements of a CVA member.
7.4 Should fewer nominations be received than the number of vacancies, nominations from the floor can be made at the AGM. The written nominations will be declared as
the uncontested new members of the CVA Committee, while the nominations from the floor can be co-opted by the incoming Committee as members.
7.5 The CVA Committee may co-opt additional members and can fill the vacancies that may arise on the Committee from time to time.
7.6 The office-bearers of the Committee are the Chairperson, Deputy Chairperson, Secretary and Treasurer. The outgoing Chairperson should convene the first CVA Committee meeting after the AGM and preside over the election of the office-bearers. Should the outgoing Chairperson be available for re-election, an independent chairperson shall be invited to manage the election.
7.7 The CVA Committee’s office-bearers constitute the Executive Committee. This Committee is responsible for matters of an urgent nature and matters referred to it by the CVA Committee. It must report on all its actions to the next CVA Committee meeting for notification or ratification.
7.8 The CVA Committee can establish sub-committees with specific foci from time to time. These committees can co-opt members who are not members of the CVA Committee. The committees shall not have the power of delegation and final decision-making but must report to the CVA Committee for a final decision.
7.9 When formal decision-making is used in any of the Committees an absolute majority of 50%+1 is required.
7.10 Committees can determine their own quorum requirements from time to time. These determinations must be formally recorded in the minutes of a meeting.


8. FINANCIAL MATTERS
8.1 All monies of the Association will be deposited in a bank account or other account as directed by the CVA Committee.
8.2 The Treasurer will give an account of all monies of the Association and present a statement of income and expenditure at ordinary meetings of the CVA Committee, as requested from time to time.
8.3 The CVA signatories required for the Association’s financial administration will be determined by the CVA Committee from time to time. The names of the signatories shall be formally recorded in the Minutes of the meeting.
8.4 The CVA’s financial year is from 1 January to 31 December.
8.5 The Treasurer must present a consolidated annual financial report, authorized by an accounting officer, to the AGM for approval.
8.6 An accounting officer must be appointed by the AGM for the ensuing year to review and report on the Association’s financial management.


9. MEETINGS
9.1 Two categories of meetings can be held by the CVA: the Annual General Meeting (AGM) once every year, and General Meetings when they are requested.
9.2 Annual General Meeting:
9.2.1 Notice of the AGM must be given to all CVA members in writing at least fourteen (14) days before the meeting. General notices of the meeting to attract new members should also be distributed.
9.2.2 The meeting shall be held not later than ninety (90) days after the end of the Association’s financial year.
9.2.3 The quorum of an AGM shall be 30 per cent of the total number of paid-up CVA members in good standing, present in person or by proxy. In the event of there being no quorum at the first meeting, it shall be adjourned for fifteen (15) days during which a notice of the second meeting shall be distributed. The members present at the reconvened meeting shall constitute a quorum.
9.2.4 Every member as determined in section 5 shall have one vote to be exercised in person or by proxy for each decision taken at the AGM. The Chairperson shall, after consulting the meeting, determine whether the voting shall take place by poll or by show of hands.
9.2.5 Decisions shall be taken by an absolute majority of 50%+1, except for constitutional amendments that require a two-thirds majority.
9.2.6 The agenda of the AGM shall include the following:
a. the Chairperson’s and Treasurer’s reports
b. election of the CVA Committee
c. appointment of an accounting officer for the ensuing year
d. determination of membership fees
e. reports from the CVA Committee and consideration of matters of importance for Clydesdale that require direct community involvement
f. when necessary, constitutional amendments
9.3 General Meeting:
9.3.1 A General Meeting of the Association can be called by the Secretary on the instruction of the CVA Committee or at the specific request of at least twenty-five (25) paid-up CVA members in good standing. The request must be in writing and shall specify the business that must be considered.
9.3.2 Notice of the General Meeting shall be given in the same manner as set out in article
9.2.1. It shall include an explanation of not more than one page by the members who requested the meeting of the business to be considered. The meeting shall be held immediately after the fourteen days’ notice period.
9.3.3 The specifications of articles 9.2.3, 9.2.4 and 9.2.5 shall also apply to the General Meetings.
9.3.4 No business other than that specified in the Notice of the General Meeting shall be considered at such a meeting.


10. CODE OF CONDUCT AND DISCIPLINARY ACTION
10.1 All members of the Association, by their acceptance of membership, shall be subject to the provisions of this Constitution and the Code of Conduct set out in Annexure A, as amended from time to time.
10.2 The Executive Committee shall be empowered to ensure compliance with the Code of Conduct and shall be entitled to sanction any member found to be in contravention of the Code. All alleged breaches of the Code shall be brought to the attention of the Executive Committee in writing giving details of the alleged breach.
10.3 The Executive Committee shall apply the principles of natural justice (including audi alteram partem) in the ensuing disciplinary process.


11. AMENDMENT TO THE CONSTITUTION
11.1 Any amendment to this Constitution shall be made only at an Annual General Meeting or at a General Meeting of the members of the CVA at which the prescribed quorum has been reached and for which a notice with the full proposed amendment has been circulated to all members at least fourteen (14) calendar days before the meeting.
11.2 The full text of all proposed amendments shall be circulated to members and presented to the meeting in writing together with an explanation and supporting motivations for the amendment.
11.3 Adoption of any such amendment requires at least a two-thirds majority of the paid-up members to be present at such a meeting.
11.4 All amendments duly passed by a meeting shall become immediately effective and shall not be applied with retroactive effect.


12 DISSOLUTION AND WINDING-UP
12.1 If for whatever reason the Association becomes dysfunctional or obsolete, or if two-thirds of the paid-up members request it in writing, the CVA may be dissolved and wound up after a decision by the AGM or General Meeting called for that purpose.
12.2 The affairs of the Association shall be wound up by the Executive Committee or such person as is designated by the AGM or General Meeting.
12.3 If upon the dissolution of the Association there remain any assets whatsoever after the satisfaction of all its debts, liabilities and obligations, such assets shall be donated to an organization with a similar purpose or objective as the CVA.


ANNEXURE A


CODE OF CONDUCT
Members of the Association shall at all times act in the best interests of the CVA and its membership, promote its aims and objectives and comply with the provisions of the Constitution. Criminal conduct by a member in the Association will automatically be referred to the criminal justice system for further attention. This Code concentrates on the ethical conduct of members when they are engaged in the activities of the CVA and does not include their personal affairs. The following are the ethical guidelines of conduct:
1. No member shall improperly influence or attempt to improperly influence any decision of the Association for personal advancement, benefit or enrichment of him/herself or of any person connected with him/herself.
2. No member shall directly or indirectly solicit or accept any gift, reward or favour of whatever nature as consideration for voting or influencing any member to vote in a particular way.
3. No member shall act or represent or claim to act or represent the Association except with an explicit mandate from the Association.
4. No member shall use the name of the Association as an endorsement of their professional or career interests, or as a justification for promoting their personal or professional interests.
5. Any member who suspects that he or she has a real or potential conflict of interest when a matter is raised in an Association meeting must declare such a conflict of interest before it is discussed and a decision is taken on the matter.
6. Privileged information discussed at an Association meeting cannot be used by a member for his/her private benefit. To do so will be a breach of this code.