THE CONSTITUTION OF THE SOUTH AFRICAN WOMEN LAWYERS ASSOCIATION

Transcription

1 THE CONSTITUTION OF THE SOUTH AFRICAN WOMEN LAWYERS ASSOCIATION

2 2 TABLE OF CONTENTS Clause Title Page 1. Definitions 6 2. Name 7 3. Objectives 7 4. Juristic personality 9 5. Language Membership Student Chapter Code of Conduct National Selective and tenure Powers of the National Executive Committee Duties of the national Executive Committee Committees Responsibilities of Conveners and Members of committees Remuneration Provincial Chapters Structure of Provincial Chapter Duties Provincial Executive Committee Power of the Provincial Annual General Meeting Provincial Meetings Generally Elections Meetings of the Association Vote of No confidence Auditors Finance Books of Account Signatories Amendment of the Constitution Indemnity Dissolution and winding Up 37

3 3 30. Approval of the Constitution Schedule A 38

4 4 PREAMBLE: WHEREAS WE, WOMEN LAWYERS OF SOUTH AFRICA (i) Are committed to the advancement and empowerment of women lawyers in order to achieve gender equality in the legal sector. ii) Are committed to the protection and the promotion of fundamental human rights and equality before the law as enunciated in the Constitution and relevant international instruments. NOTING THAT As South Africans we come from a history of legalised and institutionalised injustice based primarily on a combination of race, gender and other factors RECOGNISING THAT The social consequences of our unjust past continues to undermine equal enjoyment of all fundamental rights and freedoms Our unjust past impacts negatively on women s access to justice and equal protection and benefit from the law as well as women s access to the legal profession. FURTHER RECOGNISING THAT Women lawyers are in a unique position to impact on the legal system to ensure equal justice for women and men from all social backgrounds.

5 5 WE COMMIT OURSELVES TO - (a) The eradication of gender discrimination and other forms of inequality or abuse in the legal sector and other areas of life; and (b) Play an effective role in the transformation of the legal profession, judiciary and the justice system to promote the legitimacy of the justice system WE FURTHER COMMIT OURSELVES TO - (a) Encourage and promote the role of women in all the spheres of the administration of justice and the protection of fundamental human rights (b) To promote unity and co-operation among all women in the legal sector. WE NOW THEREFORE ADOPT THIS AS OUR CONSTITUTION

6 6 1. DEFINITIONS In this Constitution unless inconsistent with the context 1.1 ASSOCIATION means the South African Women Lawyers Association 1.2 COMMITTEE shall mean a permanent or standing committee; 1.3 JUDICIARY shall mean judges and magistrates; 1.4 JUSTICE SYSTEM shall mean the South African Justice System; 1.5 LAWYERS shall mean a legally qualified woman including judges, magistrates, advocates, attorneys, legal advisers, legal administration officers, paralegals, prosecutors. 1.6 Member means a person as stipulated in clause NEC means National Executive Committee 1.7 OFFICER shall mean an office bearer; 1.8 PEC means Provincial Executive Committee and shall have the corresponding meaning of Provincial Chapter 1.9 SAWLA means South African Women Lawyers Association 1.10 SCHOOL OF LAW shall mean an academic department of a higher learning institution established in terms of the law i.e Universities, Practical Legal Schools etc

7 STUDENT CHAPTER means a Student SAWLA body constituted by law students at law schools and established in terms of Clause 6.8 of this Constitution SUB-SECTOR shall mean a key segment of the legal sector, for example, judiciary, advocates, paralegals, etc 2. NAME The name of the association shall be South African Women Lawyers Association hereinafter called SAWLA. Association shall have a corresponding meaning. 3. OBJECTIVES The objectives of the Association are to: 3.1 Provide a forum for cooperation and networking among women in the legal profession. 3.2 Facilitate the full participation of women lawyers in policy dialogues in South Africa particularly those relating to the South African Constitution and beyond, the transformation of the legal system, women empowerment and the achievement of gender equality in the justice system; 3.3 Ensure that the collective voice of women lawyers is felt in national transformation dialogues, thus ensuring that policy dialogues take into account women s perspectives and respond to the gender disparities;

8 8 3.4 Provide an advocacy forum dedicated to improving the status and conditions of women lawyers; 3.5 Promote and enhance women s full participation in the development of the law and justice for all; 3.6 Promote gender balanced participation in all aspects of the legal system, including the judiciary; 3.7 Provide a platform for advocacy for gender equity in employment, state briefings and other state contracts; 3.8 Provide space for information sharing and mutual support amongst women lawyers, including opportunities for young lawyers to interface with experienced lawyers. 3.9 Encourage qualitative and quantitative growth for women lawyers through resources and capacity building measures such as leadership and professional development; 3.10 Promote visibility of women lawyers and help them to find their voice; 3.11 Assess progress made by the profession, organs of state and private sector in putting gender issues in the mainstream; 3.12 Provide a platform for monitoring gender transformation in the legal sector Co-operate with women lawyers internationally, and participate in appropriate international forums that foster cooperation amongst women lawyers Encourage cooperation and collaboration between women

9 9 lawyers; 3.15 Contribute towards the promotion of human rights and equality, the enhancement of the administration of justice for the benefit of all including access to justice, with particular focus on issues concerning children, women and other vulnerable groups in South Africa; 3.16 Assist women to participate meaningfully in the justice system in South Africa and to assist in the provision of public legal education and information programmes; 3.17 Eradicate the barriers which interfere with the full participation by women in the legal sector in order to promote and support the advancement of women at all levels so that the sector reflects the demographics of the society it serves; 4. JURISTIC PERSONALITY The Association is a juristic person, which is a non-profit, nongovernmental organisation whose continued existence is distinct from its members or office bearers, and notwithstanding changes in the composition of its membership or office bearers, with its domicilium citandi at: Gender Directorate Department of Justice and Constitutional Development, Momentum Building Corner Pretorius and Prinsloo Streets, Pretoria

10 10 All processes and legal documents shall be accepted at the above address. 5. LANGUAGE All correspondence to the membership shall be in English. 6. MEMBERSHIP 6.1 Ordinary Membership Membership of the Association shall be open to all women lawyers and aspirant women lawyers irrespective of colour, race or creed who accept SAWLA s policies, principles and abide by its Constitution Membership of the Association shall be subject to such additional conditions as may be imposed in regulations made in terms of this Constitution. 6.2 Honorary Members Persons nominated by any member in good standing and approved by the National Executive Committee, may become honorary members. An Honorary member is a non-voting member and he or she is not eligible to hold office. Such member will be required to pay all dues and shall receive all general publications and correspondence of the Association. 6.3 Retired Members Any member may upon retirement from Active Service, retain her membership upon payment of the applicable fees.

11 Friends of the Association A person who is interested in and subscribes to the objectives of the Association and who is not eligible for membership, may become a participant as a friend of the Association by submitting a membership form, accompanied by the written support of two members in good standing, together with the applicable dues as determined by the National Executive Committee. A friend of the Association shall not have voting rights nor shall he or she be entitled to hold office, but shall receive all general publications and correspondence sent to other members. 6.5 Patrons The Association shall nominate 5 (five) Patrons to give support as and when requested by the National Executive Committee The NEC shall hold meetings with the Patrons about the state of the association at least once a year Patrons may serve for a period of three (3) years which period at the expiry thereof may be renewed subject to a further period agreed to or determined by the Asociation Applications Application for membership shall be made to the Chapter of the Association in which the person practices or directly to the National Office of the Association on such forms and in such manner as the NEC may from time to time decide An applicant who has been refused membership may appeal such decision to the National Executive Committee which shall either review or confirm the decision of the

12 12 Chapter after hearing representations both from the applicant and the Chapter to which the application was made. 6.7 Subscriptions Each member shall pay a once off joining fee and an annual subscription fee to be a member of the Association, such sum as may be determined from time to time by the National Annual General Meeting Upon each subscription paid by a member to and received by each Chapter, the Chapter shall pay a portion of subscription fees to the National Executive Committee or such amount as may be determined by the National Annual General Meeting Subscription fees shall be paid to the Chapters in full by the 30 th day of March of each year and the Chapters shall in turn pay portion of the member s subscription fee as determined in Clause above by the 30 th of April of each year. 6.8 Termination of Membership Termination of membership will occur under the following circumstances: Death Resignation A member shall notify the Secretary in writing of her resignation from the Association.

13 A person who has resigned from the Association may apply for re-instatement. The same procedure as for prospective new members is followed A member forfeits membership upon resignation; When membership dues are outstanding for more than a year and the member fails to pay or make suitable arrangements for payment within thirty (30) days of a written request Upon good cause shown Upon Criminal Conviction without option of a fine Gross misconduct Insanity 6.9 Rights And Obligations Of Members Members of the Association shall have rights and or obligations to: take part in the formulation and discussion of policies of the association, be elected to any committee, commission or delegation of the association provided that she is a member in good standing at the time of such election and or delegation submit proposals on any matter that affects the association and society in general;

14 protection against any harassment, victimization and/or any form of discrimination based on race, ethnicity, sexual orientation or regionalism, be loyal to the association; carry out decisions, duties and directives with diligence and prudence; desist from all forms of tribalism, regionalism, nepotism and/or any other forms of discrimination; subject herself and adhere to association discipline and the code of conduct; All members are obliged to advise the Association of the change of contact details 7. STUDENT CHAPTER SAWLA shall establish a student chapter in all schools of law 7.1 All members of the Student Chapter may attend meetings of the Association s Chapters. 7.2 The Provincial Chapter shall facilitate the formation of the student chapters in their province where there is an institution of higher learning or where there are legal students 7.3 Members of the Student Chapter shall be observers in the National Meeting(s) WITH NO RIGHT TO VOTE

15 Members of the Student Chapters shall have the right to participate in discussions in Chapter and National General Meetings. 7.5 A minimum of 30 (thirty) members shall constitute a Chapter of the student chapter. 7.6 The Student Chapters shall be entitled to form the national structure of the Student Chapter whose activities and programmes will be guided by the SAWLA PEC and Constitution. 7.7 The National President of the Student Chapter shall form part of the extended National Executive Committee and the Provincial Chairpersons of the provincial student chapters shall form part of the Provincial Executive Committee. 8. CODE OF CONDUCT The Annual General Meeting must adopt a Code of Conduct for members, within a reasonable time. The code of conduct will be binding on all members. 9. NATIONAL EXECUTIVE SELECTION AND TENURE 9.1 There shall be the following office bearers who will constitute the National Executive Committee: - President - Deputy President - Secretary - Deputy Secretary - Treasurer

16 16 - Immediate past President (ex Officio) on advisory basis 9.2 Members of the National Executive Committee shall be elected by a majority of Voting Members present at the Annual General Meeting, and shall assume office at the end of the meeting at which they were elected. 9.3 The Executive Members shall hold office for a period of three (3) years or: (i) Until their successors are elected; (ii) Retire from active service; or (iii) Until their early resignation or removal. 9.4 All nine (9) Provincial Chairpersons shall be the Provincial Representatives in the National Executive Committee, 10. POWERS OF THE NATIONAL EXECUTIVE COMMITTEE The National Executive Committee has all the powers necessary for the purpose of performing its functions, subject to this Constitution and any applicable legislation, including the power to 10.1 Open and operate a bank account/s on behalf of the Association; 10.2 Appoint people to sign bills of exchange, cheques, receipts and other negotiable instruments, on behalf of the Association; 10.3 Acquire or rent movable property that will benefit the Association and advance its objectives and maintain, alter, or dispose of any of the property that it owns;

17 Invest any money not immediately required for the purpose of fulfilling the objectives of the Association; 10.5 Insure itself against any loss, damage or risk; 10.6 Institute or defend any legal action; 10.7 Enter into any contract for the furtherance of the objectives of the Association; 10.8 Appoint employees for the Association; 10.9 Fundraise, advertise and or market for the furtherance of the Association Appoint legal representative, independent auditors for the Association Form Sub-Committees Appoint any officer or agent of the Association on ad hoc basis. An officer of a committee shall serve until her resignation, removal or: until the office is abolished Resignations by the officer/s are effective upon receipt of a written notification by the Executive Committee On good cause shown remove an officer at any time by the affirmative vote of a majority of the general body of the members at a special meeting duly convened for that purpose Upon good cause shown remove any officer or agent appointed by the Executive Committee

18 Fill any vacancy occurring in the National Executive Committee for the unexpired portion of the term 11. DUTIES OF NATIONAL EXECUTIVE COMMITTEE The National Executive Committee shall exercise perform such duties as shall from time to time be determined by the National Executive Committee including but not limited to those outlined below. The NEC shall 11.1 Be the supreme administrative structure of the Association; 11.2 Prepare for and convene Annual General Meetings of the Association; 11.3 Be the highest decision making structure of the Association in between National General Meetings and Annual General Meetings; 11.4 Implement the decisions and resolutions of the National and Annual General meetings of the Association; 11.5 Present the annual program of action of the Association to the first National General Meeting following its assumption of office; 11.6 Receive reports on all tasks delegated to members, commissions, committees and Chapters established by the Association; 11.7 Collect a portion of annual subscription fees from Chapters and members.

19 Prepare and present the Annual Association s Report to the National Annual General Meeting of the Association; 11.9 Receive reports on all the affairs of the Chapters of the Association; Implement and execute policies of the Association; Convene all national meetings including meetings of the National Executive Committee. Any member or executive member who is unable to attend any meeting shall notify the General Secretary prior to the commencement of the meeting A appoint convenors and members of all Committees Appoint sub-committees and delegate any of its powers to such sub-committees; hold and have custody and control of the assets of the Association; Facilitate the establishment Chapters, for various regions, subject to ratification by the National Annual General Meeting; Give support and monitor the adherence by Chapters and members to the aims and objectives of the Association; Audit all credentials of the Chapters of the association where there are calls for nominations, the NEC shall have the power to recommend and support members in good standing nominations for appointments that will put SAWLA in a strategic position among other stakeholders from a list of members submitted by Chapters.

20 ensure the launch, existence and the functioning of the SAWLA National Student Chapter The President The President shall be the spokesperson for the Association, be principally responsible for dealing with the public, including the media and shall generally direct, lead and supervise the operations of the Association and safeguard its interests and welfare. The President or her delegate shall preside at all plenary business meetings, the Association conferences, and at meetings of the Executive Committee. The President shall provide a written report to the membership at least once each year regarding the steps taken to achieve the Association s objectives. The President shall be the liaison officer between the Association, National and International Organisations. The President shall contact any member who misses three (3) meetings in a row, without notification to the General Secretary, and ask if the Member wishes to continue serving on the National Executive Committee. Members of the National Executive Committee who miss four (4) meetings without notification to the General Secretary shall be asked to resign. The President shall supervise the Standing and ad hoc Committees.

21 21 In general, the President shall perform all duties incidental to the office of President and shall see that all orders and resolutions of the Executive Committee are implemented. The President shall take no action which would have a significant impact on the Association without first consulting the members of the Executive Committee Deputy President The Deputy President shall perform all duties of the President in the absence or disability of the President. The Deputy President shall perform such other duties as shall be delegated by the President and/or the Executive Committee. The Deputy President shall, for the remainder of the unexpired term of office of the President, automatically succeed to the office of President should that office become vacant for any reason. In the event of such succession, the unexpired term of the Deputy President shall be filled by a majority vote of the Members of the Executive Committee. In the event the Deputy President succeeds to the Presidency for the remainder of the unexpired term of office, she will still be eligible to seek election for a full two-year term The Secretary The Secretary shall be responsible for all correspondence on behalf of the Association, keep the minutes of the Executive Committee, serve as historian-archivist for the Association, receive and distribute reports from the Executive Committee and Standing Committees; and perform such other duties and have

22 22 such other powers as may from time to time be prescribed by the President or the Executive Committee The Deputy Secretary The Deputy Secretary shall assist the Secretary in the above duties as is necessary and shall act as the secretary in her absence and for all the times as when that office has become vacant and has not been filled The Treasurer The Treasurer shall perform all duties incidental to the office of the Treasurer. The Treasurer shall have custody of and be responsible for all funds and assets of the Association, raise funds and receive on behalf of the Association and deposit all the monies in the name of the Association in a bank in South Africa, which has banking facilities in each Province. In the event of the Association receiving funds through grants that are specifically allocated to a particular programme or project, the Treasurer shall, at the direction of the Executive Committee maintain separate accounts for such funds and shall disburse such funds only under the direction of the Executive Committee. The Treasurer shall be responsible for maintaining an up to date membership list for every year and for remitting the dues of the Association to relevant forums/organisations.

23 23 The Treasurer shall be responsible for preparing the budget which shall be presented annually to the Executive Committee for approval. The Treasurer shall ensure that the approved financial statements are tabled at the Annual General Meeting. 12. COMMITTEES There shall be the following Committees of the National Executive Committee: 12.1 The Finance Committee The Programmes Committee 12.3 The Communications Committee There shall be such other Committee(s) and ad hoc committees as the Executive Committee may from time to time deem necessary. 13. RESPONSIBILITES OF MEMBERS OF THE COMMITTEES, CONVENORS AND OFFICERS The Members of the Committee shall meet on a regular basis to conduct the business of the Association Any member who is unable to attend any meeting shall notify the Secretary prior to the commencement of the meeting The President shall contact any member who misses three (3) meetings in a row, without notification to the Secretary, and ask if the Member wishes to continue serving on the committee.

24 Members of the Committee who miss four (4) meetings without notification to the Secretary shall be asked to resign The Convenor of a Committee shall perform all duties incidental to the office of the Convenor, and such other duties as may be determined by the Executive Committee The Convenor shall preside at all meetings of the Committee. 14. REMUNERATION Members shall not be entitled to any remuneration for their services as officers, but each officer shall be entitled to receive from the Association reimbursement for any reasonable expenses incurred in performing services for the Association, as determined by the Executive Committee. 15. PROVINCIAL CHAPTERS 15.1 Provinces are entitled to have their own Provincial Constitution, which constitution must not be in conflict with this constitution 15.2 Where there is no provincial Constitution, this Constitution shall apply In case of conflict between the Provincial and the National Constitution, the National Constitution shall apply. 16. STRUCTURE OF THE PROVINCIAL CHAPTERS 16.1 The Provincial Chapter shall have the following office bearers

25 25 who will serve on the Provincial Executive: - Chairperson - Deputy Chairperson - Secretary - Deputy Secretary - Treasurer - Immediate past President (ex officio) on advisory basis - Chairperson of the Student Chapter 16.2 The Members of the Provincial Executive shall be able to co-opt certain members to the Provincial Executive to undertake certain duties. There should be agreement amongst the members of the Provincial Executive with regard to the number and persons to be co-opted The Chairperson of the Provincial Chapter shall represent the Provincial Chapter in the NEC. 17. DUTIES OF THE PROVINCIAL EXECUTIVE COMMITTEE The Provincial Executive Committee: 17.1 is the supreme administrative structure of the Chapter; 17.2 shall prepare for and convene Annual General Meetings of the Chapter; 17.3 shall prepare for and convene Provincial General Meetings; 17.4 Is the highest decision making structure of the Chapter between Provincial General Meetings;

26 shall implement the decisions and resolutions of the Provincial General meeting; 17.6 shall present the draft annual program of action of the Chapter to the first General Meeting of the Chapter following its assumption of office and to the NEC; 17.7 shall receive reports on all tasks delegated to members, commissions and or committees established by the Chapter; 17.8 shall receive annual subscription fees from members; 17.9 shall prepare and present a Provincial Report to the Annual General Meeting of the Association after its adoption by the Chapter; shall institute disciplinary proceedings against Chapter members subject to the Code of Conduct shall give support and guidance to launch the Provincial SAWLA Student Chapters The Provincial Chairperson The Provincial Chairperson shall table the association s report before the Provincial AGM. The Provincial Chairperson shall Convene in consultation with the Provincial Executive Committee and preside over all meetings of the Chapter. The Provincial Chairperson shall convene in consultation with the Provincial Executive Committee and Preside over all meetings of the PEC.

27 27 The Provincial Chairperson shall preside over the Provincial Annual General Meeting. The Provincial Chairperson shall supervise the implementation of the decisions and resolutions of the Chapter and the national annual general meeting; The Provincial Chairperson shall become the co-signatory of all cheques and money issued by the PEC. The Provincial Chairperson shall lead and monitor all Chapter projects and send progress reports to the national office via the PEC The Provincial Deputy Chairperson The Provincial Deputy Chairperson shall assist the Chairperson in the performance of her duties. The Provincial Deputy Chairperson shall perform all the duties of the Chairperson in her absence The Secretary The Secretary shall record minutes of PEC meetings. The Secretary shall record minutes of Provincial General Meetings and resolutions. The Secretary shall be responsible for all correspondence.

28 The Deputy Secretary The Deputy Secretary shall assist the Secretary in the performance of her duties. The Deputy Secretary shall perform all the duties of the Secretary in her absence The Treasurer The Treasurer shall raise funds for the Chapter. The Treasurer shall collect and receive money for the Chapter. The Treasurer shall present to the Chapter AGM Financial Statements, Income and Expenditure Account and Balance Sheet made out for the year. The Treasurer shall issue receipts for all money received by the PEC. The Treasurer shall be a cosignatory to all cheques and money belonging to the Chapter; 18. POWERS OF THE PROVINCIAL ANNUAL GENERAL MEETING The Chapter AGM shall receive, discuss and adopt: 18.1 Association s report from the Provincial Chairperson; 18.2 Finance report from the Treasurer; and 18.3 Motions from members of the Chapter.

29 PROVINCIAL MEETINGS GENERALLY All Provincial Meetings shall be convened at least: 19.1 Quarterly at such time and place as may be determined by the Provincial Executive Committee; 19.2 On Seven (7) days written notice to members; 19.3 When 10 members petition the calling of a Provincial meeting by the PEC; 19.4 A quorum at such meetings shall consist of a third of the members. If the quorum is not attained, the meeting shall be postponed for at least 14 days, and be reconvened. If on the date it is reconvened a quorum is still not attained, then those members present shall constitute a quorum; 19.5 Special General Meetings shall be convened at least by 4 days written notice given to members; and 19.6 All decisions at such meetings shall be decided by a majority vote At the formation of each Chapter and thereafter at every third Annual General Meeting of such Chapter, the members in good standing shall by majority vote elect the Provincial Executive Committee as herein provided. 20. ELECTIONS 20.1 Nominations

30 A nomination for a position as a member of the National Executive Committee shall be submitted in writing, with the written support of two voting members in good standing and the written consent of the person nominated, provided the nomination is received by the Secretary for filing purposes and process flow or by an independent person nominated by the National Executive Committee at least six (6) calendar weeks before the Annual General Meeting. Nominees proposed by this method shall always appear on the ballot at the Annual General Meeting The list of nominees for Members of the National Executive Committee positions shall be circulated to the voting members with the notice of the Annual General Meeting Voting Five (5) members in good standing shall constitute one vote Proxy Voting Members, who are eligible to vote, may confer upon another voting member, who will be present at the meeting, a signed proxy, which shall be filed with the Secretary before the commencement of the meeting. The Proxy form shall be Appendix A to this Constitution.

31 Five (5) members in good standing shall constitute one (1) proxy vote 20.4 Where there are National Executive member is no longer able to finish her term as a result of circumstances stipulated in clause 9.3 above, the Secretary of the National Executive Committee shall notify all the Provinces to suggest the names of people to fill the vacancy or vacancies, whose election shall be ratified in the next general meeting or special meeting convened for this purpose. 21. MEETINGS OF THE ASSOCIATION 21.1 Annual General Meeting There shall be a general meeting of the Association once in every calendar year The Annual General Meeting may be held anywhere in the country The Executive Committee shall determine the location and date of the Annual General Meeting to be held in any given year Notice of the location and date of the Annual General Meeting shall be communicated to all Provincial Chairpersons who will disseminate the information to all provincial chairpersons, in each year by no later than 4 months of the actual date The agenda of the Annual General Meeting together

32 32 with the Minutes of the previous Annual General Meeting and the list of nominees for election shall be mailed to all Provincial Chairpersons who will disseminate the information to all provincial members at least three (3) calendar weeks before the date set for the meeting The Quorum at the Annual General Meeting shall comprise one third of voting members in good standing. Resolutions shall be passed by a simple majority of voting members in good standing present Meetings of the National Executive Committee The National Executive Committee may meet in person or by telephone conference and they shall meet a minimum of four (4) times per year The quorum for meetings of the Members of the National Executive Committee shall be 50% plus one member of the National Executive Committee All meetings of the National Executive Committee must be recorded in written minutes which must be circulated to the members of the National Executive Committee. The minutes must be kept safely and available on request by members of the association Special General Meetings A Special General Meeting of the Association shall be convened by the President at such time and at such place as may be specified by her in a written notice of such meeting and must be called within 30 (thirty) days

33 33 upon written request lodged with the Secretary by at least one third of the voting members in good standing At any Special General Meeting the only business that shall be discussed shall be that which has been specified in the written request lodged by the members concerned, unless the President in her discretion otherwise permits If for any reason the President is unable to convene the Special General Meeting duly requested by members, the Secretary shall do so. 22. VOTE OF NO CONFIDENCE 22.1 If the members at a duly convened and constituted Special General Meeting pass a vote of no confidence in the Executive Committee, including the President, the President shall resign and dissolve such Executive Committee and forthwith call for nomination and election of office bearers of the Association If such members as aforesaid pass a vote of no confidence in the President, but not in the other members of the Executive Committee, the President shall resign If such members as aforesaid pass a vote of no confidence in the Executive Committee, excluding the President, the President may resign In either case the Executive Committee must be dissolved and nominations be called for an office bearers be elected, according to the procedures provided for nominations and election of office bearers..

34 AUDITORS The Executive Committee shall in consultation with the Finance Committee have the power to appoint auditors to audit the books annually. 24. FINANCE 20.1 The Association s financial year-end shall be at the end of March The Executive Committee shall have the power to authorise expenditure on behalf of the Association from time to time for the purposes of furthering the objectives of the Association in accordance with such terms and conditions as 5 members of the Members of the Executive Committee may direct. The monies of the Association shall be deposited and disbursed in accordance with any Banking Resolution passed by the Executive Committee. 25. BOOKS OF ACCOUNT The National Executive Committee must keep proper records and books of account which fairly reflect the affairs of the Association shall prepare, at the end of each financial year and in accordance with generally accepted accounting principles,.annual financial statements reflecting all assets, liabilities, income and expenditure of the Association, 25.3 shall ensure that Annual financial statements of the Association

35 35 are audited annually by a properly qualified auditor who is not a member or an employee of the Association The audit referred to in 19 must be completed within six (6) months of the end of each financial year and presented at the next scheduled meeting of the National Executive Committee Having presented the Audited financial Statements to the NEC the Audited Financial Statements will then be presented at the scheduled annual general meeting of members 26. SIGNATORIES All cheques, promissory notes and other documents requiring signature on behalf of the Association shall be signed in such a manner as the National Executive Committee resolves from time to time provided that there must be two (2) signatories authorised by the National Executive Committee. 27. AMENDMENT OF THE CONSTITUTION 23.1 Notice of Proposed Amendments Notice of proposed amendments to or repeal of this Constitution or any part thereof, shall be mailed to each provincial chairperson thirty (30) days prior to the Annual General Meeting at which proposals shall be voted upon Power to Amend The Constitution can be amended by resolution. The resolution has to be agreed upon and passed by not less

36 36 than two-thirds (2/3) of the members present at either the Annual General Meeting or Special General Meeting Members must vote at this meeting to amend the Constitution: Provided that for the first year after the adoption of the Constitution it may be amended by voting of not less than two-thirds (2/3) of the members of the Association by way of proxy at a meeting of the National Executive Committee A written notice must go out not less than fourteen (14) days before the meeting at which the amendments to the Constitution are going to be proposed The notice must indicate the proposed amendments to the constitution that will be discussed at the meeting No amendments may be made which will have the effect of making the Association cease to exist. 24. INDEMNITY Unless expressly prohibited by law, the Association shall fully indemnify any member of the National Executive Committee, officer or employee cited or threatened to be cited as a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was: 24.1 a member of either the National Executive Committee, 24.2 officer or employee or agent of the Association or 24.3 serving in any other enterprise at the request of the Association,

37 37 against all expenses (including attorneys fees), judgments, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding. 25. DISSOLUTION / WINDING-UP 25.1 The Association may close down if at least two-thirds of the members present and voting at a meeting convened for the purpose of considering such matter, are in favour of closing down When the Association closes down it has to pay off all its debts. After doing this, if there is property or money left over, it should not be paid or given to members of the organisation. It should be given in some way to another non-profit organisation that has similar objectives. The Association s general meeting can decide what organisation this should be. 26. APPROVAL OF THE CONSTITUTION This constitution was approved and accepted by members of this Association at a Special General in General Meeting held on the 10 th day of September Signed for and on behalf of SAWLA Noxolo Maduba SAWLA President Nolukhanyiso Gcilitshana SAWLA Secretary