(Draft ) CONSTITUTION
Geocachers of South Africa
The name of the Association shall be the Geocachers of South Africa
and the acronym shall be GoSA
i. Except where the contrary intention is clear, the meaning of any expression used in this Constitution shall be as defined by the Board.
ii. "the Association" means the Geocachers of South Africa;
iii. "the Board" means the management committee of the Association as appointed from time to time;
iv. "Member" means a member of the Association as set out in Clause 9.
v. "Voting Member" means a member of the Association age 16 year or older
vi. “the Constitution” means this document as amended from time to time.
The Association is a non-profit organisation established to enhance caching and to progress it as an activity within South Africa by:
i) Provide a forum for socialising by hosting and supporting geocaching related events and facilitating communication.
ii) Facilitate the sharing of geocaching knowledge by organising workshops and skills sharing sessions, developing educational materials and mentoring geocachers.
iii) Promote geocaching to groups such as educators, media, private and government groups and the wider community of the educational, environmental and recreational aspects of geocaching.
iv) Co-operate with groups including landowners/managers, police and emergency services to establish good geocaching practices and provide a point of contact for issues relating to geocaching.
v) Liaising with land owners, agreeing mutually beneficial guidelines so that caching on their land is approved and encouraged (for members and non-members alike)
vi) Helping all cachers to enjoy the activity without falling foul of the civil and criminal laws of the land.
vii) Establishing good caching practices by accepting advice from land, environmental, archaeological, historical and other relevant bodies.
viii) Acting as intermediaries, and being the first point of call for all interested parties in South Africa ensuring that the positive educational, environmental and recreational aspects of caching are properly represented.
ix) To keep membership of this Association free of charge.
x) To keep the Association “non-commercial”.
4. LEGAL STATUS<br style="mso-special-character:line-break"> <br style="mso-special-character:line-break">
The Association shall:
i. be a juristic person separate from its office-bearers members,
ii. be capable of suing and being sued in its own name,
iii. acquire rights and incur obligations,
iv. have a perpetual life and succession
v. The Association will continue to exist even if the members change.
5. INCOME AND PROPERTY OF THE ASSOCIATION
i. Members and office-bearers have no rights in the property or other assets of the Association solely by virtue of their being members or office-bearers.
ii. The income and property of the Association shall be used solely for the promotion of its stated objectives and shall not be paid or distributed directly or indirectly to any person, or to any member of the Association or office bearers, except as reasonable compensation for services actually rendered to the Association or reimbursement of actual costs or expenses reasonably incurred on behalf of the Association.
6. TAXATION OF ASSOCIATION
The Association may apply to the Commissioner for the South African Revenue Service for approval as a Public Benefit Organisation in terms of section 30 of the Income Tax Act. Upon approval the provisions set out in Schedule B shall bind the Association.
7. POWERS OF ASSOCIATION
The Association shall have the same powers as that of a company under the Companies Act, as amended. Such powers include but not limited to:
i) To institute or defend any legal or other proceedings and to settle any claims,
ii) To prudently invest funds of the Association,
iii) To buy, attain, maintain, manage, lease, sell, or in any way deal with property and assets of the Association,
iv) To donate and transfer the property and assets of the Association to public benefit organisations with similar objectives,
v) To borrow and to use the property or assets of the Association as security for borrowing,
vi) To execute any act or deed in any deeds registry, mining titles or other public office.
vii) To exercise all the management and executive powers ordinarily vested in the Board of Directors of a Company, and
viii) To carry out all the powers and authority of the Association in South Africa and in any other part of the world.
8. THE BOARD OF DIRECTORS
The Association has a two tier governance structure. The National Board of Directors is the most senior governance body, and is supported by Regional Executive Committees.
The direction of the affairs of the Association shall be vested in a management committee which shall be termed “the Board, and its members shall be termed “Directors” elected at the Annual General Meeting.
Director’s terms of office are one year, with the Chairman elected for a two year period.
Directors may stand for re-election.
The Board meets 4 – 6 times a year.
Directors do not receive remuneration.
The role of the Board is to provide direction and guidance on strategic, policy and advocacy matters affecting the Industry and Association. The activities of the Board are to determine the Association’s mission and purpose, provide proper financial oversight, ensure effective organisational planning, ensure legal and ethical integrity and maintain accountability, enhance the organisation's public standing, and determine, monitor, and strengthen the organization's programmes and services.
Regional Executive Committees
Regional Executive Committees are elected each year at Regional AGM’s and are responsible for the implementation of Association strategy at regional level.
This responsibility includes networking, membership and regional events.
Regional Chairpersons are appointed to the Board of Directors.
Number and Portfolios: The Board shall consist of not less than five  or more than fifteen  members of the Association
Composition : The Board shall take cognisance of the different segments, regions and demographics of the membership of the Association such that, within reason, all members are appropriately represented.
The Board of Directors shall comprise the following;
The chairperson of each Regional Executive Committee elected at Regional Annual General Meetings;
A maximum of three members elected at the National Annual General Meeting;
Such other directors appointed by the Board to fulfil roles required to meet the strategic objectives of the association as determined from time to time.
1. The first meeting of the Board to be held after each Annual General Meeting shall be held within three months of the Annual General Meeting at which meeting shall be elected the Chairman, Vice-Chairman, Secretary and Treasurer.
The duties of the Office Bearers and Officials of the Association shall be but not limited to:
The Chairperson shall preside at all meetings at which he is present, enforce observance of the Constitution, sign Minutes of Meetings and generally exercise supervision over the affairs of the Association and perform such other duties as by usage and custom pertain to the office. The Chairperson shall also act as Secretary and Public Officer of the Association
The Vice-Chairman shall exercise the powers and perform the duties of the Chairman in the absence of the latter.
The Treasurer shall be responsible to the members through the Board for ensuring the proper collection, administration and disbursement of the funds of the Association, and that all legal and fiscal requirements thereto are met.
[a] The Secretary shall receive requisitions for meetings; issue notices of meetings; conduct all correspondence of the Association, keeping originals of letters received and copies of those despatched, attend all meetings and record Minutes of the proceedings; keep a register of all members past and present, record therein every member’s name, address and date of enrolment and in the event of the cessation of membership the date thereof and the reason therefore; subscriptions and levies; bank all monies within seven days of receipt, submit reports in regard to the financial position of the Association to the Treasurer and to the Board whenever it meets and perform such other duties as the Board or a General Meeting may direct.
The Secretary shall also take the necessary steps to ensure that the maintenance of a register of members, the keeping of proper books of account, or making available thereof to members are complied with.
6. Acting Chairman
In the event of both the Chairman and Vice-Chairman being temporarily unable to perform their duties, the Board shall appoint a director to act as Chairman until the Chairman of Vice-Chairman is able to resume his duties, or in the event of the Chairman or Vice-Chairman being permanently unable to perform their duties until the next ensuing Board meeting when a new Chairman and Vice-Chairman shall be elected in accordance with the provisions of this Constitution.
The auditor shall be appointed by members at the Annual General Meeting.
Vacancies: The Board of Directors must, as soon as reasonable possible, appoint someone to fill any vacancy that reduced the number of board members to less than five. The next General Meeting must confirm the office of any board member appointed, otherwise it will lapse.
Co-option: The Board of Directors may co-opt additional non-voting directors as it may consider appropriate.
Resignation, Disqualification and Removal: A director may resign from office in writing. A director shall be disqualified from office upon termination of membership to the Association and becoming incapable by reason of mental illness. A director can be removed from office through a two-thirds resolution of the remaining directors, consisting of not less than four.
Delegation of Powers: The Board of Directors may delegate any of its powers or functions to a committee or member(s) of the Association provided that: such delegation and conditions are reflected in the minutes for that meeting, at least one director serve on the committee, the Board in advance approves all expenditure incurred by the committee or member, and the Board of Directors may revoke the delegation or amend the conditions.
Procedures at Meetings: The Board of Directors may regulate its meetings
and proceedings as it finds fit, subject to the following:
i. The Chairperson shall chair all meetings of the Board of Directors.
ii. If the Chairperson is not present within fifteen minutes of the appointed time of the meeting, the Vice-Chairperson shall chair such meeting. In both their absence, the Board members present at the meeting shall elect a chairperson for that meeting.
iii. The Chairperson shall convene a meeting of the Board of Directors at least quarterly and at the written request of any two members of the Board of Directors.
iv. The quorum for a meeting of the Board of Directors shall be two-thirds of the serving Board of Directors members.
v. If no quorum is present, the Board of Directors may make no decision, except to preserve the assets of the Association and to call a meeting of the general members.
vi. Each Board of Directors member present or represented through written proxy shall have one (1) vote.
vii. Questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
viii. Proper minutes and attendance records must be kept of all meetings of the Board of Directors. The chairperson for the meeting shall sign the minutes which shall be available at all times for inspection or copying by any member of the Association on two days’ notice to the Secretary or the Vice-Secretary.
ix. A resolution signed by all members of the Board of Directors shall be as valid as if passed at a duly convened meeting of the Board of Directors.
x. The Board of Directors may appoint employees upon such lawful terms and conditions as it may deem necessary.
xi. a Board of Directors meeting may be conducted entirely by electronic communication
Conflicting Interests: Any actual, potential or perceived conflict of interest on the part of any director of the Board of Directors, on a matter pertaining to the Association, must be disclosed in writing to the Board of Directors which shall record such conflict of interest in the minutes of the Board meeting. Such member may be requested by the Board of Directors to state his/her position in the matter or to respond to pertinent questions, but shall not vote or use his/her influence on the matter and shall not be counted for purposes of determining a quorum for the meeting where the voting takes place.
Confidentiality: All matters pertaining to litigation, security measures, contractual negotiations, employment matters and any other matters deemed confidential by the Board of Directors , must be treated as confidential and only the actual decisions may be disclosed to the general public,
First and Subsequent Members: The first members of the Association shall sign Schedule A of this Constitution. The Board of Directors may admit any natural person or legal persons as members to the Association.
Conditions and Criteria: The Board of Directors may determine the conditions and criteria for membership. Applications for membership that do not comply with such conditions and criteria may be refused by the Board of Directors.
Transfer of Membership: Membership is not transferrable.
Register of Members: The Board of Directors must keep a register with the Names, contact details and addresses of all the members.
Automatic Termination of Membership: Membership automatically terminates upon the receipt by the Association of a notification of the death of a natural member or dissolution of an organisational member, and written resignation.
Termination by Board of Directors : Membership terminates if a member is removed by a resolution of the Board of Directors . Provided that the member has been given an opportunity to make written or verbal representations at a meeting of the Board of Directors pertaining to the proposed termination, and the Board’s decision to terminate membership was confirmed by resolution of two-thirds of the members present at the next General Meeting, otherwise it will lapse.
10. MEETINGS OF MEMBERSHIP
Annual General Meetings:
i. All Annual General Meetings (AGMs) must be held within Six months of the Association’s financial year-end.
ii. A Annual General Meeting (AGM) may be conducted entirely by electronic communication
iii. English shall be the only language for official correspondence.
iv. At least twenty-one days’ written notice must be given to all members stating the date, time, place and business of the AGM, which business must include:
a. The presentation of the Association’s Annual Financial Statements,
b. The election of Board of Directors,
c. The appointment of Auditor/s, and
d. Other appropriate matters.
Special General Meetings:
i. The Board of Directors or not less than one-third of the voting members may call a Special General Meeting of the Association.
ii. At least fourteen (14) days’ written notice must be given to all voting members stating the date, time, place and business of the Special General Meeting.
iii. If the Board fails to give notice within seven days of the request of one-quarter of the voting members, such voting members shall be entitled themselves to give notice of and to convene the meeting.
iv. A Special General Meeting (AGM) may be conducted entirely by electronic communication
Powers of the General Meetings:
i. The voting members in a properly convened General Meeting of the Association is the highest decision-making structure of the Association as set out in this Constitution.
ii. The voting members in General Meeting may review, approve or amend any decision taken by the Board of Directors but no such resolution of the Association shall nullify any earlier
iii. resolution taken by the Board of Directors in accordance with the provisions of
Procedures at General Meetings:
The Board of Directors may regulate its meetings and proceedings as it finds fit, subject to the following:
i. The Chairperson shall chair all General Meetings.
ii. If the Chairperson is not present within fifteen minutes of the appointed time of the meeting, the Vice-Chairperson shall chair such meeting. In both their absence, the members present at the General Meeting shall elect a chairperson for that meeting.
iii. The quorum for General Meetings of the Association shall be one quarter of the members of the Association.
iv. If a quorum is not present within fifteen minutes of the appointed time of the meeting, the meeting must be adjourned to another date, within fourteen days thereafter. Notice, as provided for under the constitution, must be given to all members of the Association of such adjournment.
v. If no quorum is present at the reconvened meeting within fifteen minutes of the appointed time, the members present, or represented by proxy, shall deem to constitute a quorum for that meeting.
vi. A resolution put to the vote shall be decided by means of a show of hands or by ballot. A vote by ballot can be demanded by not less than one third the voting members present, or represented by proxy.
vii. Each voting member present or represented by proxy shall be entitled to one (1) vote.
viii. Except where this constitution requires a higher threshold, questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
ix. Proper minutes and attendance records must be kept of all General Meetings. The chairperson must sign the minutes which shall be available at all times for inspection or copying by any member of the Association on two days’ notice to the Secretary or the Vice-Secretary.
11. NOTICES OF MEETINGS
All notices terms of this constitution must be given to voting members in writing (personally, post or electronic communication) to the address provided by the members. The accidental omission to address notices to any member shall not nullify the proceedings of any meeting. A voting member present in person at any meeting shall be deemed to have received notice of such meeting. If posted, notices shall be deemed to have been received seven days after posting.
12. FINANCES AND REPORTS
Bank Account: The Board of Directors must open a bank account in the name of the Association with a registered Bank.
Signing: Cheques and other documents requiring signature on behalf of the Association shall be signed by at least two persons authorised by the Board of Directors .
Financial year-end: The financial year end of the Association shall be: 30 June
Financial Report: The Board of Directors must ensure that proper records and books of account which fairly reflect the affairs of the Association are kept, and within six months of its financial year a report is compiled by an independent practicing auditor registered in terms of the Auditing Profession Act stating whether or not the financial statements of the Association are consistent with its accounting records, the accounting policies are appropriate and have been appropriately applied with in preparing the financial statements and the Association has complied with the financial provisions of this constitution.
13. AMENDMENTS AND DISSOLUTION:
This Constitution may be amended, the name of the Association may be changed and the Association may be dissolved by resolution of two-thirds of the members present at a General Meeting. At least twenty-one days’ notice of the Meeting stating the nature of the resolution to be proposed must be given to all the members of the Association.
Upon the dissolution of the Association, after all debts and commitments have been paid, any remaining assets shall not be paid to or distributed amongst members, but shall be transferred by donation to some other nonprofit organisation which the Board of Directors (and failing which the members in General Meeting) considers appropriate and which has objectives the same or similar to the objectives of the Association, and should the Association be exempt from the payment of any taxes and duties;
Any similar public benefit organization which has been approved in terms of section 30 of the Income Tax Act,
Any institution, board or body which is exempt from tax under the provisions of section 10 (1)(cA)(i) of the Income Tax Act, which has its sole or principal object the carrying on of any public benefit activity,
Any department of state or administration in the national or provincial or local sphere of government of the Republic.
Subject to the provisions of any relevant law, members, office-bearers or appointed delegates of the Association shall be indemnified by the Association for all acts done by them in good faith on its behalf. Subject to the provisions of any relevant law, no member of the Association or appointed delegates shall be liable for the acts, receipts, neglects or defaults of any other member or office bearer, or for any loss, damage or expense suffered by the Association, which occurs in the execution of the duties of his or her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.
15. REGIONAL BRANCHES
A regional branch of the Association may be established:
in any province in the Republic of South Africa, or in any area or country outside of the Republic of South Africa where there are at least ten (10) voting members;
by, or on application by such members to, the Board of Directors which shall, appoint a Convener of such branch who shall act as such until the election of Chairperson of that branch.
The functions of a branch shall be to promote the objects of the Association by arranging social educational functions and activities for, its members, either alone or in conjunction with other branches. All branches shall be assisted in carrying out their functions by the Board of Directors.
The affairs of the branch shall be managed by a Regional Executive Committees consisting of a Chairperson, a Secretary, a Treasurer, and two additional members who shall all be elected at the first meeting of the branch in each calendar year, and who will continue to act as such until the next such meeting. Any member of the branch committee shall not be eligible for re-election after having served as such for five (5) consecutive years, unless specially requested by the majority of members of the branch to stand for re-election, save that no member shall serve for more than two consecutive terms of five years each.
The Regional Executive Committees shall call at least two meetings of members of the branch in each calendar year; meetings may be combined with any social / educational function the committee may arrange.
A Annual General Meeting (AGM) may be conducted entirely by electronic communication
The Regional Executive Committees shall:
i. Keep minutes of all its meetings and of meetings of members;
ii. Be empowered to collect subscriptions from members of the branch, the amount of which shall be determined by branch committee;
iii. Be empowered to open and operate a bank or savings account in respect of which at least two members of the branch committee shall have signing powers;
iv. Keep records of all financial transactions;
v. Report annually to the Chairperson of the Board of the Association on its activities during the past year, which report shall include a full audited financial statement. Such report shall be furnished to the Chairperson
vi. A BRANCH MEMBER shall pay a membership fee of an amount as determined by the Regional Executive Committees.
vii. not less than twenty-one (21) days before the date fixed for the Annual General Meeting of the Association;
viii. Be empowered, having regard to the special requirements or circumstances of the branch, to frame and promulgate rules for its members for the efficient running of the branch. The annual report of the branch shall include a copy of such rules as amended;
ix. Report to the Chairperson of the Association the views of the branch members, whenever requested by them to do so.
x. Each branch shall be constituted as a Voluntary Association in terms of a constitution to be approved by the Board of the Association, which shall make provision for such branch to have separate legal personality from its members, and to be responsible for its own debts and liabilities apart from either its members, or this Association itself.
xi. Any branch may be suspended or dissolved by the Board of the Association or be dissolved by a two-thirds majority of members of that branch at Special Meeting convened for that purpose.
xii. Should a branch be dissolved the balances of the funds held by it shall be paid to another branch or the National Association.
SCHEDULE OF FIRST MEMBERS
Nr. Name Address Date Signature
REQUIREMENTS FOR APPROVAL AS PUBLIC BENEFIT ORGANISATIONS
As provided for in Clause 5.3 of this Constitution, The Association intends to apply
to the Commissioner for SARS for approval as a Public Benefit Organisation in
terms of Section 30 of the Income Tax Act. Upon approval the Association shall:
1. Be required to have at least three persons, who are not connected persons in
relation to each other, to accept the fiduciary responsibility of the
2. Is prohibited from distributing any of its funds to any person (otherwise than in
the course of undertaking any public benefit activity) and is required to utilise
its funds solely for the object for which it has been established.
3. Be prohibited from accepting any donation 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, including any
misrepresentation with regard to the tax deductibility thereof in terms of
section 18A; provided that a donor may not impose conditions which could
enable such donor or any connected person in relation to such donor to
derive some direct or indirect benefit from the application of such donation.
4. Ensure that it is not knowingly a party to, and does not knowingly permit itself
to be used as part of any transaction, operation or scheme of which the sole
or main purpose is or was the reduction, postponement or avoidance of
liability for any tax, duty or levy, which, but for such transaction, operation or
scheme, would have been or would have become payable by any person under
the Act or any other Act administered by the Commissioner.
5. Submit to the Commissioner a copy of any amendment to this constitution.
6. Not pay any remuneration 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.
7. Comply with such reporting requirements as may be determined by the
8. Take reasonable steps to ensure that the funds which it may provide to any
association of persons as contemplated in section 30((iii) of the Act are
utilised for the purpose for which they are provided.
9. Ensure that any books of account, records or other documents relating to its
9.1 where kept in book form, retained and carefully preserved by any person in
control of the organisation, for a period of at least four years after the date
of the last entry in any such book; or
9.2 where not kept in book form, are retained and carefully preserved by any
person in control of the organisation, for a period of four years after the
completion of the transaction, act or operation to which they relate.