Stellenbosch Interest Group Constitution

THE CONSTITUTION OF THE STELLENBOSCH INTEREST GROUP

1. NAME
   1. The name of the Group shall be “The Stellenbosch Interest Group”, hereinafter called “the Group”. The abbreviation to be used shall be SIG.
2. OBJECTIVES
   1. The objectives of the Group shall be:
      1. The protection of our common heritage, inclusive of both the built and the natural environment;
      2. The preservation of the unique character of Stellenbosch and surroundings;
      3. Insistence on Town and Regional Planning of the highest order to promote controlled development which respects the historical fabric and which enhances and adds quality to the environment in and around Stellenbosch;
      4. To ensure, as far as possible, that development is based on sound architectural principles and design in harmony with the natural and historic character of Stellenbosch.
3. MEMBERSHIP
   1. The membership of the Group shall consist of: Patrons, Trustees, Honorary Members and Ordinary Members.
   2. PATRONS: A Patron shall be a person who, by lending his/her name or his/her office to the Group, thereby promotes the objectives of the Group.
      1. Patrons shall have all the privileges and rights of Ordinary Members.
   3. TRUSTEES: A Trustee shall be any person, company or organisation who by nature of his/her/its position, and desire to further the objectives of the Group, is prepared to subscribe annually, funds beyond those of ordinary membership on a basis as decided by the Executive Committee.
      1. A TRUSTEE shall nominate one representative to attend and vote at all relevant meetings. The Executive Committee shall be advised of the nominee and such a nominee shall not be changed without advising the Executive Committee.
   4. HONORARY MEMBERS: An Honorary Member shall be a person who has in singular manner helped to promote the objectives of the Group or similar objectives and whom the Group desires to honour.
      1. An Honorary Member is entitled to attend meetings of the Group and take part in the discussions, but shall have no vote and may not be chosen as an office bearer.
   5. ORDINARY MEMBERS: An Ordinary Member shall be a person that resides or works within the Municipal Area of Stellenbosch and is interested in supporting and promoting the objectives of the Group.
      1. An Ordinary Member shall have one vote at meetings of the Group.
   6. APPLICATION FOR MEMBERSHIP
      1. Subject to the approval of the Executive Committee, and having completed an application form as approved from time to time by the Executive Committee, individuals, companies or firms may be admitted to such grade of membership, as the Executive Committee shall determine.
   7. RESIGNATION, TERMINATION AND FORFEITURE OF MEMBERSHIP
      1. A member of the Group may resign by submitting his/her/its resignation in writing to the Secretary.
      2. The Executive Committee of the Group may terminate membership of any member if it deems this action to be in the interest of the Group.
   8. MEMBERSHIP DUES
      1. All members, with the exception of Honorary Members, shall pay such membership dues as determined by the Executive Committee.
      2. Membership fees shall be payable after the application has been approved and then annually. Members whose membership fees are unpaid shall not be entitled to vote and shall have no right or privilege connected with membership of the Group as long as these fees are in arrears.
   9. LIABILITY OF MEMBERS
      1. The liability of members for the debts and obligations of the Group is limited to the amount of his or her unpaid subscriptions in terms of this Constitution together with any other amount, which may be owing by him or her to the Group.
4. NON-PROFIT MAKING
   1. The Group shall be a non-profit Group and the income and movable property of the Group, however derived, shall be applied solely for the benefit of the Group and the promotion of its objectives and as a remuneration for services actually rendered to the Group.
5. EXECUTIVE COMMITTEE
   1. FUNCTIONS: Subject to the Constitution and the control by directives of the members in the general meeting, the Executive Committee shall have full power to act on behalf of and for the Group in all matters, and without in any way limiting the general authority hereby conveyed, shall have the following powers:
      To acquire any movable property, which may be reasonably required.
      1. To accept any gift/donation given to promote any of the objectives of the Group.
      2. To open one or more bank accounts in the name of the Group and to authorise persons to sign cheques on behalf of the Group.
      3. To appoint an Auditor provided he/she is not a member of the Group.
      4. To appoint persons on a part-time basis and to fix their remunerations.
      5. To appoint sub-committees for such purposes and with such power as may be deemed necessary.
      6. To co-opt persons with specialised knowledge in an advisory capacity.
      7. To submit to each Annual General Meeting a report of its activities for the past year, together with properly audited financial statements for the past financial year.
      8. To institute, conduct, defend or abandon legal proceedings by or against the Group.
      9. To fill any casual vacancy arising on the Committee during its term of the office.
   2. COMPOSITION
      1. The Executive Committee shall consist of a maximum of ten (10) members elected annually at an Annual General Meeting.
      2. The Executive Committee shall appoint, after the election, a chairman, vice-chairman, secretary and treasurer.
      3. Members may not serve in the same position for more than three consecutive years.
      4. No one who is not a fully paid up member of the Group is eligible for election.
      5. No one who has not been a member of the SIG for at least one year may be elected as a member of the Executive Committee.
   3. Members who are absent at more than two consecutive meetings without apology shall be deemed to have resigned from the Committee.
6. MEETINGS
   1. GENERAL MEETING
      1. An Annual General Meeting shall be held every year not later than 31 May. The financial year, however, shall run from 1 January till 31 December.
      2. Notice must be given in writing of such Annual General Meeting to all members at least fourteen (14) days before the date of the meeting and the notice shall specify the nature and purpose of the meeting and also its time and place. The non-receipt of any such notice by any member shall not invalidate the proceedings of the meeting.
      3. At every Annual General Meeting the following business shall be transacted in the order hereinafter set out:
         1. Confirmation of the Agenda. With the permission of the meeting additional items may be placed on the agenda by request of members.
         2. Confirmation of the minutes of the previous Annual General Meeting and any Special General Meeting.
         3. Report of the Chairman and Executive Committee.
         4. Financial Report.
         5. Resolutions as notified to members at least fourteen (14) days prior to the meeting.
         6. Other or General Business.
         7. Election of Executive Committee members.
   2. SPECIAL GENERAL MEETINGS
      1. Special General Meetings may be convened at any time by the Chairman at the request of any four (4) members of the Executive Committee or on written application by any eight (8) members of the Group. At least fourteen (14) days written notice of such a Special General Meeting shall be given to all members and the notice shall specify the nature and purpose of the meeting and also its time and place. The non-receipt of any such notice by any member shall not invalidate the proceedings of the meeting.
   3. QUORUM AT GENERAL MEETINGS
      The presence of 20% or 25 in number of the voting members of the Group whichever is the lesser, shall constitute a quorum. If a quorum is not present, the meeting shall be postponed for at least 7 days. At this subsequent meeting, the members present shall form a quorum.
   4. EXECUTIVE COMMITTEE MEETINGS
      1. The Executive Committee shall meet at such time and place as it may decide from time to time.
      2. A Quorum for a meeting of the Executive Committee shall consist of the majority of members of the Committee. If at any meeting a quorum is not present, the Chairperson shall have the power to dispose of the matters on the agenda.
      3. A member may not participate or vote on an issue in which he/she has a vested interest.
   5. CHAIRPERSON
      1. The Chairperson shall preside at all meetings of the Group, save that in his/her absence and in the absence of the Vice-Chairperson, those present shall elect another member of the Executive Committee to act as Chairperson.
   6. DECISIONS
      1. Unless otherwise stated, all decisions of the Executive Committee and General Meetings shall be by a simple majority, excluding any changes to the Constitution.
      2. The Chairperson shall have a second or casting vote in addition to his/her ordinary vote.
7. GENERAL
   1. CHANGES IN THE CONSTITUTION
      1. The provisions of this Constitution may be altered or amended at a General Meeting by two-thirds of the members present and entitled to vote. Any proposal to alter or amend the Constitution must be made in writing and signed by at least four (4) members having voting rights and handed to the Secretary at least twenty-one (21) days before such General Meeting. The proposed alteration or amendment must be set out in detail in the agenda of such General Meeting.
      2. Each member acknowledges that by joining the Group, he or she has accepted this Constitution and undertakes to abide by it and by all amendments or alterations, which from time to time may be made to it.
8. INDEMNITY
   1. The members of the Executive Committee shall be indemnified and secured harmless from and against all action, charges, losses, damages, and expenses which they or any of them shall or may have caused in or about the execution of their duty as a result of their act of omission or negligence, except such as they incur and sustain through their own wilful neglect or default.
9. DISSOLUTION
   1. The Group may be dissolved by a decision of at least two-thirds of the members at a special General Meeting. At dissolution the special General Meeting will decide what must be done with any funds and assets, if any.
10. INTERPRETATION
    1. In the event of doubt as to the meaning or interpretations of the provisions of this constitution the interpretation of the Executive Committee shall be final and binding.

Note: The Constitution of the Stellenbosch Interest Group was approved for the first time by the General Meeting of 7 September 1995; It was amended by the Annual General Meeting of 29 August 2002 and by the Annual General Meeting of 25 September 2008.