Gerbera Association South Africa - Constitution
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§ 1 Name and Residence
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Objectives and Powers
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The objectiv The Gerbera Association SA gives home to all friends and patrons of the plant specie GERBERA . 2.a.1 The GA will research the life of Traugott Gerber and present it in a Museum. 2.a.2 The GA will research the botanical history of the Gerbera 2.a.3 The GA will research the multiple varieties of all Gerbera species. 2.a.4 The GA will document the botanical history of the GERBERA JAMESONII. 2.a.5 The GA will list and archive all documents around the gerbera. 2.a.6 The GA will establish international contacts to archives, museums, horticulturists, biologists and other interested parties. 2.a.7 The GA will establish, support and maintain a gerbera Museum in Barberton. 2.a.8 The GA will establish and maintain close relation with the Traugott Gerber Gesellschaft in Germany. 2.a.9 The aim of the TGA is to maintain, protect and propagate the Gerbera 2.a.10 The GA is no scientific association and political goals are not tolerated.
2.b.1 To acquire, whether by purchase, lease exchange or any other means, movable or immovable property; 2.b.2 To manage or in any way deal with all parts of the GA property or assets; 2.b.3 To apply for, or by any means acquire, protect, prolong or renew any licenses, trademarks or other rights and to deal with and alienate them; 2.b.4 To accept donations, grants, requests, endowments or any other contributions, whether unilateral or otherwise, to the funds of the GA; 2.b.5 To invest money in any manner; 2.b.6 To open and operate banking accounts or accounts in any other deposit-receiving institution in the name of the GA; 2.b.7 To engage the services of persons, companies or concerns; 2.b.8 To undertake any other act and do anything else which is consequential or incidental to any of the above powers or conducive to the promotion and attainment of the GA’s objectives, as agreed upon by the committee. § 3 Corporate Status 3.1 The GA shall be a juristic person with perpetual succession notwithstanding any change in the number or identity of its members from time to time. 3.2 The GA shall not be carried on for the purpose of personal gain, and all funds, income and assets shall be utilised solely for investment or the objectives for which it is established. 3.3 No part of the income or assets of the GA shall be paid, directly or indirectly, by way of dividend, donation or otherwise, to members of the GA unless for services rendered . 3.4 The liability of each member of the GA is limited to any unpaid subscription or levies which may be owing by that member. 3.5 The GA shall be entitled to sue and be sued in its own name.
§ 4 Membership 4.1 Application for membership must be submitted on the prescribed membership application form. 4.2 It shall be accepted that any person applying for membership or who has been accepted as a member accepts the constitution and any amendments thereto. A copy of the constitution shall be available for inspection at the Barberton Museum and a copy shall be furnished to all members on acceptance of their application. 4.3 Any person applying for membership or who has been accepted as a member has to sign and adhere to the GA Code of Conduct. 4.4 The elected EXECUTIVE COMMITTEE of the GA will decide on a majority vote of the acceptance of an application. 4.5 Should under any circumstance the EXECUTIVE COMMITTEE refuse an application, the applicant will have the right to bring this matter to the attention of the bi-monthly members meeting.
§ 5 Register Of Members
§ 6 Termination Of Membership 6.1 Membership of the association shall terminate when a member has not paid his/her membership fee and after being sent a written notice to this affect still not makes payment in the month following this notice.
6.2 Membership of the association shall terminate when a member does not adhere to the GA’s Code of Conduct. A written warning has to be issued by the Executive Committee. 6.3 Membership of the association shall terminate when a member resigns from the GA. This has to be done in writing and be submitted to the GA.
§ 7 Subscriptions 7.1 Members shall pay such subscription as may agreed or laid down by the Committee from time to time upon such terms and conditions as the Committee may decide. 7.2 Donations to the GA will be accepted and used for promoting the GA’s objectives.
§ 8 Committee of the Gerbera Association 8.1 POWERS AND AUTHORITY The Management and control of the affairs of the GA shall be vested in the Executive Committee, with the powers and authorities expressly conferred upon it by the constitution. 8.2 FINANCIAL YEAR The financial year-end is the 28th February of each year. 8.3 SIGNING POWER The Executive Committee shall determine which persons shall be authorised to sigh and execute all cheques, notes, bills or other documents of the GA. Two signatures shall be required on all cheques, notes, bills or other documents of the GA, unless otherwise decided by the committee. 8.4 SIZE The committee shall consist of at least five and not more than twelve members of the GA who shall be elected at an annual general meeting. 8.5 OFFICE BEARERS The members at the Annual General Meeting will elect the following office bearers: Chairperson - Vice Chairperson - Treasurer - Secretary - Public Relations Officer. These five elected office bearers will form the Executive Committee of the GA. Two auditors will be elected to audit the financial affairs of the GA, at the financial year-end. 8.6 RIGHT TO CO-OPT The Committee shall have the right to co-opt from time to time additional committee members because of their expertise. 8.7 ABSENCE In the case of a member not attending three consecutive committee meetings, with or without apology, the member may be relieved of his/her duties. The Committee will make the relevant application to the members at the next members meeting. A majority vote of all members present at this meeting will decide on such matter.
§ 9 Meetings Of The Committee 9.1 FORM The Committee/Executive Committee shall meet, adjourn and otherwise regulate their meetings as they think fit and shall determine the notice to be given of their meetings. Questions arising at any meeting shall be decided by a majority vote. The Secretary shall, on the request of a majority of Committee members or the instruction of the Chairperson, summon a meeting of the Committee. 9.2 QUORUM The quorum necessary for the transaction of the business of the Committee shall be 50% plus one of the Committee members, provided that if the Chairperson is satisfied that the absent Committee members have received at least 7 days prior written notice of the meeting. The Chairperson may, with the consent of the Committee members who are present, declare a quorum to be present and continue with the business of the meeting. 9.3 VACANCY The remaining committee members may continue to act, notwithstanding any vacancy in their body. The members of the committee may co-opt any member of the GA to fill any vacancy in the committee until the next annual general meeting. 9.4 CHAIR At meetings of the Committee the Chair shall betaken by the Chairperson and, in his/her absence by the Vice-Chairperson, but if neither is present the Committee members present may choose one of their number to be chairperson of the meeting. 9.5 DELEGATION OF POWERS The Committee may delegate any of its power to sub-committees consisting of such person or persons as it think fit. The Committee may appoint the chairperson of any sub-committee and may direct in what manner the proceedings of that sub-committee are to be conducted. 9.6 EXPENSES The TGA may meet expenses incurred by Committee, sub-committee or co-opted members in attending Committee or sub-committee meetings or expenses incurred by a member sent as delegate of the GA to other relevant meetings, conferences, workshops or seminars, or expenses incurred in running the GA. The Executive Committee must approve of all expenses over an amount to be agreed on from time to time by the Executive Committee in advance. 9.7 MINUTES The Secretary, or in his/her absence any other member designated by the Chairperson shall keep accurate and detailed minutes of each meeting, which minutes shall be confirmed and signed by the Chairperson at a subsequent meeting.
§ 10 General Meetings Of The Gerbera Association ANNUAL GENERAL MEETING The Committee shall convene a meeting of members of the GA in each year to be styled the Annual General Meeting. The business of the AGM shall be: · to confirm the minutes of the previous annual general meeting. · to receive and consider the audited financial statements of the GA together with the report of the Chairperson. · to elect the executive committee members. · to elect and appoint two auditors. · to consider and pas, with or without modification, any resolution concerning the affairs of the GA of which due and proper notice has been given, and any other business concerning the GA. · notice of terms of any resolution to be proposed at any general meeting other than concerning ordinary and general business, shall be lodged with the secretary at least 21 days before the date fixed for such meeting. · any other matter allowed by the Chairperson.
Notice of the meeting shall be posted to members at least 2 weeks prior to such a meeting and be deemed to have accepted if posted to the address in the register.
CONSTITUTIONAL AMENDMENTS The constitution may be amended by a resolution passed by at least two thirds of the members present at an Annual General Meeting of members provided that the notice of the meeting shall have set out the proposed amendments and reasons therefore.
§ 12 Finances Complete record shall be kept of all financial activities. A professional CA reflecting the financial position of the Association in accordance with the normal practice shall prepare proper audited statements annually.
§13 Dissolution The association may be dissolved by a resolution passed by two thirds of the members present at a general meeting. All movable and immovable assets, which may at that time be in the control of the association, shall be transferred to a public body to be decided on at the general meeting.
CERTIFIED ON BEHALF OF THE COMMITTEE
SIGNED BEFORE ME ON THE _____DAY OF ______________2002
______________________________________ COMMISSIONER OF OATHS
COMMITTEE MEMBERS (SIGNATORIES FOR AND ON BEHALF OF THE COMMITTEE)
_______________________________ _____________________________ (CHAIRPERSON) (VICE-CHAIRPERSON)
_______________________________ _____________________________ (SECRETARY) (TREASURER)
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