Constitution

INTERIM/DRAFT | CONSTITUTION OF THE PAN-AFRICAN COURT MANAGEMENT ASSOCIATION

Index to the Constitution of Pan-African Court

Management Association

1 Definitions 3
2 Name 4
3 Objective 4
4 Legal Personality 4
5 Membership 4 + 5
6 The Board 5 + 6
7 Powers of the Board 6 + 7
8 Termination of the Board 7
9 Board Meetings 8 + 9
10 Management 9
11 Annual General Meetings 9 – 11
12 Income and Property 11
13 Finance and Audit 11 + 12
14 Fund and Administration 12 + 13
15 Arbitration 13 + 14
16 Amendment 15
17 Dissolution 15
18 Reference Groups/Patrons 16
  1. DEFINITIONS
    1. The following words, expressions and abbreviations shall have the meaning hereinafter assigned to them:
      1.  “the Association” – Pan- African Court Management Association.
      2.  ”the Auditor” – The Auditors of the Association appointed by the  Association, from time to time, in accordance with the Act
      3. ”President“ shall refer to the President of the Association and the Chairman of the Board either in an acting or permanent capacity elected in terms of this constitution.
      4. ”Member“ – A member of the Association, as referred to more fully in 4.5 shall have the meaning ascribed to it in clause 4.5
      5. “Management” -Any person(s) or body appointed by the Board of the Association to undertake the administrative and Management functions of the Association.
      6. ”Vice President” shall mean the Vice President and Vice Chairperson of the Association and the Board either in an acting or permanent capacity elected in terms of this constitution.
      7. “Treasury” shallmean the Treasury of the Association elected in terms of clause 6.10 of the constitution..
      8. “Secretary ”shallmean the Secretary of the Board elected in accordance with clause 6.10 of this constitution.
      9. ”in writing“ or ”written“ includes typewriting, printing and lithographed, telefaxed, electronically mailed or any other process producing words in a visible form.
      10. “PACMA” means the Pan-African Court Management Association.
      11. ”The Board“ shall have the meaning ascribed to it in clause 5.1.
      12. “Friends and Partners” shall have the meaning ascribed to it in clause 5.6 of the constitution.
      13. “Connected Persons” shall have the meaning ascribed to it by  the Income Tax Act.
      14. “Reference Group“ shall have the meaning ascribed to it in clause 17.1 of the constitution.
      15. “SMS” – Short Message Services
    2. Words signifying the singular number shall include the plural and vice versa.
    3. Words signifying the masculine shall include the feminine.
    4. A reference to any Act shall include any amendment thereto or Act in substitution thereof.

  2. NAME
    1. The name of the Association is the Pan-African Court Management Association registered in South Africa under NPC2013/233266/08 (hereinafter referred to as the Association or PACMA).
  3. OBJECTIVES
    1. To serve as the Association that will promote the professional management or administration interests of courts in the African Continent.
    2. To promote and foster professional ethos of all courts support personnel with the view to improve the delivery of services in the courts.
    3. To create a common platform in which all courts in Africa can share best practices, lessons on Court Management and other related services.
    4. To become a Court Management Centre of Excellence from which all courts’ support personnel can draw from as a resource for different skills, knowledge required in the management of courts.
    5. To serve as a research and development institution with the view to enhance the skills of court support personnel through education and continuous learning.
    6. To promote the training and development of courts support personnel.
  4. LEGAL PERSONALITY
    1. The Association is a juristic person and, as such, the members and office bearers are not liable for any of its obligations and debts, and the Association is registered in terms of section 14 of the Companies Act, 2008 as a Non-Profit Company.
    2. The Association will continue its existence notwithstanding changes in the composition of its membership or office bearers.
    3. The Association shall:
      1. Exist in its own right, separately from its members;
      2. be able to own property and other positions; and
      3. be able to sue and be sued in its own name.
  5. MEMBERSHIP
    1. Membership of the Association shall be open to all Court Managers/ Administrators, Registrars and Language Practitioners in Africa.
    2. The founding members of the Association, at the inauguration thereof, will be the following, namely: Adv S Jiyane, Mr V Misser, Ms D Oellermann, Ms AC Smit, Mr M A Motaung and Mr V Pather and will form the Interim Board of the Association.
    3. Members shall:
      1. Pay annual fees; the fees shall be determined by the Board;
      2. abide by and defend the Association’s constitution at all the times where and when necessary;
      3. observe and attend scheduled meetings;
      4. use their best endeavours to improve the Association’s Image, and help and encourage others to achieve this goal and generally to further the aims and objectives of the association; and
      5. participate in all the activities of the Association as shall be advised by the Board or the general meeting.
  6. THE BOARD
    1. The management and control of the affairs of the Association shall vest in and be exercised by a Board which shall have the power to exercise all and any of the powers of the Association in pursuance of its objectives.
    2. The founding members shall convene a meeting to establish a Board    and invite members of the Board in line with the Constitution.
    3. Shall establish a Management Structure of the Association to deal with the organisations’ daily activities.
    4. Shall be entitled to decline any application for membership, and provide reasons thereof if requested to do so by the Applicant.
    5. There will be no less than 3 members of the Board to form the Association.
    6. Members, other than friends and partners of the Association, will all be liable to pay the annual dues determined from time to time by the Board and ratified by a general meeting of members.
    7. Friends and partners of the Association will be those stakeholder persons determined by the Board to be Friends of the Association, because they share the same aspirations with the Association, and may have their own programs running concurrently with the programs of the association, for similar objectives as of those of the Association. These friends and partners will not be liable to pay membership fees but may donate funds to the Association to further the objectives of the Association.
    8. Each member of the Board shall be a full member of the Association.
    9. The Board members shall be entitled to reimbursement of their reasonable expenses in respect of travel, accommodation and other disbursements incurred by the Member.
    10. The Board members shall from their number appoint a President, a Vice President,Secretary, Treasury and further committees of the Association in accordance with this Constitution.
    11. No Board member or Member that performs professional or other services on behalf of the Association shall be entitled to charge fees for such services unless authorized by the Board.
    12. Reserves the prerogative of sourcing or invite individuals who will serve as reference groups.
    13. Shall propose an agenda to be adopted by the AGM.
  7. POWERS OF THE BOARD
    1. The Board is empowered on behalf of the Association to:
      1. invest the monies and assets only with registered financial Institutions referred to in clause 13.4, and only in terms of resolutions of the Board duly taken;
      2. operate banking accounts and to draw, make, accept, endorse,, sign, discount, execute and issue cheques, promissory notes,, bills of exchange, bills of landing, warrants, debentures and other negotiable documents;
      3. enter into any arrangements with any state or other authority or any corporation, company, society, organisation or person that may seem conducive to the objects of the Association;
      4. institute action in any competent court or other tribunal through attorneys or otherwise or to defend any action against the Association and to sign all legal documents for and on behalf of the Association to enable it to conduct legal proceedings;
      5. discipline members and to suspend the benefits of membership or expel members from the Association;
      6. raise funds and invite and receive contributions from any person or persons or institutions whatsoever by way of loan, subscription, donation or otherwise in terms of and subject to all relevant provisions of this constitution;
      7. co-operate and collaborate with voluntary bodies and statutory authorities operating in similar fields and to exchange information and advice;
      8. appoint ad hoc committees from amongst the members and/or others to carry out activities authorised by the Board;
      9. do all such things as may be deemed incidental or conducive to the powers set out above in furtherance of the aims and objects of the Association;
      10. oversee the appointment of the management committee and decide on the powers and functions of the office bearers; and
      11. determine the Annual fees to be paid by Members of the Association.A Board Member shall cease to hold office:
  8. TERMINATION OF BOARD
    1. for the same reasons as would disqualify a director of a public company from holding office as such in terms of the law relating to companies in the Republic of South Africa;
    2. if he/she resigns;
    3. if he/she becomes of unsound mind or incapable of managing his/her affairs;
    4. at the termination of his/her term of office; and
    5. if he/she fails to attend three consecutive Board meetings of the Association, in which event the Board shall notify the offending Member to furnish reasons for such failure and thereafter the Board may remove such Board Member.
  9. BOARD MEETINGS
    1. Board Members shall meet from time to time as they shall deem advisable, but shall hold at least four meetings in each financial year, provided, however, that the chairperson shall convene a meeting within twenty one (21) days of being requested in writing to do so by not less than two (2) Board Members.
    2. The Board shall from time to time elect and replace from their number, a President or Vice President who shall preside at all Board and general meetings.
    3. In the absence of the President, the Deputy President or any other  person appointed by the Board meeting shall preside over the meeting.
    4. Not less than twenty one (21) days’ notice of meetings of the Board shall be given to each person entitled to attend, provided that if all persons entitled to attend any such meeting shall agree in writing thereto. Any shorter period of notice shall be regarded as sufficient. Notice may be given by post or any social network.
    5. All decisions of the Board shall preferably be by consensus. However, in the event of a vote taking place a majority of those present shall be required for all resolutions. Voting shall take place by secret ballot.
    6. A resolution signed by all the members of the Board will have the same effect as if the same had been passed at a duly constituted meeting of the Board.
    7. A quorum for any meeting of the Board shall be a majority of members of the Board members. (50 plus 1)
    8. When necessary the Board will vote on issues. If the votes are equal on an issue, then the President has either a second vote or a deciding vote.
    9. Minutes and attendance registers of all meetings of the Board shall be kept, which minutes shall be confirmed at the next meeting, either with or without amendment.
    10. The Members of the Board shall elect from their number a Treasurer who shall:
      1. maintain accurate and up-to-date records;
      2. have custody of the funds of the Association, which shall be deposited in the bank account of the Association;
      3. be one of the signatories of cheques;
      4. have custody of the financial documents and keep the financial records of the Association;
      5. comply fully with auditing procedures; and
      6. subject all financial records of the Association to an annual audit by an accredited/independent Financial Institution and/or registered chartered accountant
  10. MANAGEMENT
    1. The Management Committee or any other person appointed by the Board will manage and run the day to day affairs of the Association.
    2. The office bearers will be employed by the Board on behalf of the Association.
    3. The office bearers must be members of the Association.
    4. The Association has the right to form sub committees, which will implement decisions taken by the board.
    5. The office bearers will be professionals who will implement the mandate of the Board, and will be accountable to the Board.
    6. The management committee has the authority, in its running of the affairs of the Association, to make decisions in consultation with the Board.

  11. ANNUAL GENERAL MEETINGS
    1. Twenty-one days (21) notice by social network of any general meeting (ordinary or extra-ordinary) shall be given to all Members. Such notice shall state the agenda and/or the business to be transacted at the meeting.
    2. Notice of each meeting will be deemed to have been given to every person to whose registered address a written notice has been posted, or has been sent by social network. No meeting shall be invalidated by the inadvertent or accidental omission of notice to any Member.
    3. Each Member present in person or by proxy shall be entitled to exercise one vote at a general meeting.
    4. A person entitled to vote at any general meeting shall be entitled to appoint any person to act as his/her proxy provided that the instrument appointing such a proxy shall be in writing and furnished at such meeting.
    5. The President of the Association/Board shall preside at all general meetings. In his/her absence, the Vice President or the Members of the Board shall elect a Chairperson from those present.
    6. A majority of members present in person or by proxy shall constitute a quorum at any general meeting.
    7. The Board shall be obliged to convene:
      1. an annual general meeting each year, which shall take place not more than six (6) months after the end of each financial year; and
      2. at the discretion of the Board.
    8. The Board Members may invite any person or organisation to attend the general meetings of the Association, and/or Board meetings, but any such invited person will not have the right to vote at any such meetings.
    9. The general meeting shall receive and discuss the minutes of the previous proceedings.
    10. The general meeting shall:
      1. agree to the items to be discussed on the agenda;
      2. circulate a register and accept apologies;
      3. read and confirm previous meeting’s minutes with matters arising;
      4. approve the President’s report;
      5. approve the Treasurer’s report;
      6. adopt the work program of the Association, as set by the agenda;
      7. discuss and decide upon policy guidelines;
      8. delegate duties to the Board; and
      9. review and endorse the programme of activities.
    11. A two thirds majority vote shall adopt and endorse all articles in 11.10 above.
  12. INCOME AND PROPERTY
    1. The Association shall maintain a written register of all assets (movable/immovable) owned by it.
    2. Members and office bearers will not have any rights to any assets whether movable or immovable of the Association.
    3. The sources of income of the Association shall be:
      1. fees decided by the Board members;
      2. various dues that shall be decided by the Board;
      3. donor support;
      4. remunerated services by the Association that is not commercial;
      5. any other income provided it falls within the constitution of the Association; and
      6. such other sources of funding as may be determined by the Board to be appropriate from time to time.
  13. FINANCE AND AUDIT
    1. The Board shall ensure that proper books of account are kept, in which all transactions are duly recorded, and the Auditors will be appointed by the Board.
    2. The financial year shall end on February of each year.
    3. The Auditors shall audit the annual financial statements as soon as possible after the end of each financial year.
    4. The audited annual financial statements shall be submitted to the Board, and circulated amongst Members prior to the Annual General Meeting.
    5. A copy of the audited financial statements shall be delivered to the Directorate of the Non-Profit Companies in the Department of Trade and Industry within six (6) months of each financial year-end.
    6. The Association’s financial transactions will be conducted by means of a banking account. The monies of the Association shall be deposited in the banking account of the Association.
    7. The monies shall be drawn from the bank by a cheque that bears at least two (2) signatures of which one (1) shall be that of the President or Vice President and the Treasurer
  14. FUNDS AND ADMINISTRATION
    1. The public benefit activities of the Association (or substantially the whole thereof) will be carried out on the Continent of Africa.
    2. At least three (3) of the persons who accept fiduciary responsibility for the Association, will not be connected persons as defined in the Income Tax Act.
    3. No funds will be distributed by the Association to any person other than in the course of undertaking any activity in pursuance of the aims and objectives of the Association.
    4. The funds of the Association will be used for the objectives for which it was established, or shall be invested with registered financial institutions as defined in the Financial Services Board Act, Act No. 97 of 1990 or in securities listed on a stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985).
    5. On dissolution of the Association, the remaining assets will, on a resolution of the Board, be transferred either to:
      1. any similar public benefit organisation, within the Continent of Africa; or
      2. an institution, board or body established by or under any law, which is exempt from tax in terms of section 10(1) of the Income Tax of South Africa which has as its sole or principal object the carrying on of any public benefit activity.
    6. No donation will be accepted which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation:
      1. Provided that a donor may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive any direct or indirect benefit from the application of such donation: this proviso will not apply where the donor is a public benefit organisation or any entity which carries on a public activity.
    7. No remuneration will be paid to any employee, office bearer, Member or other person, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered.
    8. In the case of any public benefit organisation, which provides funds to any Association of persons contemplated in paragraph (b) (iii) of the definition of “public benefit activity” under the Income Tax Act, reasonable steps will be taken to ensure that the funds are utilised for the purpose for which it has been provided.
    9. The Association may not economically benefit any person in a manner which is inconsistent with the objective of the Association.
    10. The Association is prohibited from using its resources directly or indirectly to support, advance or oppose any political party.
  15.   ARBITRATION
    1. Save where a particular remedy is provided specifically in any clause of this Constitution, all disputes between Members or the Board relating to this Agreement, its interpretation or implementation and the affairs of the Association, shall be resolved by arbitration on the following basis:
      1. each party to the dispute shall be entitled to be represented at such arbitration proceedings by its legal representatives and/or any other expert or specialist retained by it;
      2. the arbitrator shall permit each party to adduce such evidence and argument as the arbitrator may consider being relevant to the matter in dispute;
      3. the arbitrator shall be a person agreed between the parties or if they are unable to agree within a period of three (3) days of either party having given notice to the other proposing an appointee or alternative appointees;
      4. the decision of the arbitrator shall be final and binding upon all parties and capable of being made an Order of Court on application by any of them;
      5. anything herein contained or implied shall not preclude any party from applying to Court for a temporary interdict or other relief of an urgent and temporary nature, pending the award of the arbitrator hereunder; and
      6. the costs of and incidental to any such arbitration proceedings shall be in the discretion of the arbitrator who shall be entitled to direct that they shall be taxed as between “party and party” or as between “attorney and client”.
    2. The arbitration shall be held:
      1. at the official physical address of the Association;
      2. as soon as possible after the dispute shall have arisen, with a view to it being completed within two months after the date upon which the dispute shall have been referred to the arbitrator, if possible; and
      3. except where the provisions of this clause otherwise provide, in terms of the Arbitration Act as amended.
  16. AMENDMENT
    1. Two thirds of the Board should resolve to support an amendment.
    2. The Board should do this at a meeting where fourteen (14) clear days’ notice has been given to all the Board Members. The notice shall set out the terms of the amendment. This requirement for notice may be   waived with the unanimous consent of all the Members then in office.
    3. This Constitution may be amended with the approval of all or two-thirds of the Board Members present and voting at an annual or special general meeting of which at least twenty one (21) days’ notice has been given and such notice shall include the text of the proposed alteration.
    4. A written notice must be issued not less than fourteen (14) days before the meeting at which the changes to the Constitution are going to be proposed. The notice must indicate the proposed changes to the Constitution that will be discussed at the meeting.
    5. No amendments may be made which would have the effect of making the association cease to exist.
    6. In the event of the Association enjoying exemption from income tax, donations tax, stamp duty or transfer duty, any such amendments shall be submitted to the South African Revenue Services
  17. DISSOLUTION
    1. The Association may be dissolved if at least two-thirds of the members at a general meeting convened for the purpose of considering such matter are in favour of such dissolution. No less than twenty-one (21) days’ notice shall be given of such meeting and the notice convening the meeting shall clearly state that the question of dissolution of the Association and disposal of its assets will be considered. If there is no quorum at such a general meeting, the meeting shall stand adjourned for one week to the same place and time, when the members attending such a meeting can constitute a quorum.
    2. When the Association seizes to exist or is terminated, it has to pay off all its debts. After doing so, if there are movable or immovable assets or funds available in its bank accounts, it should not be paid or given to members of the Association. The Association should donate any movable or immovable assets or funds available in its bank accounts to any other non-profit organisation that have similar objectives. The Board Members can decide at a special meeting which organisation(s) should be considered.
  18. REFERENCE GROUPS/PATRONS
    1. Reference Groups will be an individual or individuals indentified by the Board to bounce back ideas with.
    2. The main role and responsibility of the reference group is to source ideas, innovations and international best practises for the work program of the Association.
    3. To act as an advisory to the Board.
  19. DOMICILIUM ET EXECUTANDI

26 Glendower Road
Woodhill Estate
0081

ACTING PRESIDENT\CHAIR PERSON OF THE PAN AFRICAN COURT

0081MANAGEMENT ASSOCIATION