PPA Constitution

(AS AMENDED AT A MEETING OF MEMBERS HELD ON 2 SEPTEMBER 2010 HELD AT THE MTN SCIENCENTRE AUDITORIUM, CANAL WALK)

This constitution is a legal document and copyright is reserved.


1. NAME

The name of the Association shall be the PEDAL POWER ASSOCIATION (PPA) hereinafter referred to as “the Association”.

2. LEGAL PERSONALITY

The Association shall be a corporate body having a separate legal persona with perpetual succession capable of owning both movable and immovable property in its own name and with the right to sue or be sued in its own name. The income and property of the Association shall be applied solely towards the promotion of the objects of the Association as set forth in this constitution and no portion shall be paid or transferred to any members of the Association, provided that nothing shall prevent the payment in good faith of remuneration to any officer or employee or member of the Association in return for any services rendered to the Association.

3. OBJECTS AND POWERS

The Association shall have full powers to carry out its main and ancillary objects and purposes. The powers of the Association shall be exercised by the committee constituted in terms of clause 4 below save to the extent that they are exercised by the members in a general meeting.

The main purpose and object of the Association is to promote cycling and the interests of cyclists. The Association has the following ancillary objectives:

(a) to be a representative body for the furtherance of the interests of cyclists;
(b) to promote cycling as a recreational activity, a sport and as a means of transportation;
(c) to improve conditions for cyclists with particular regard to their safety;
(d) to arrange and organise cycle tours, fun rides and outings;
(e) to co-ordinate cycle tours, fun rides and outings organised by other bodies and to assist them in their efforts;
(f) to establish contact and liaise with and where appropriate affiliate with other organisations having similar interests and objectives.

4. COMMITTEE

4.1.1 The Association’s Executive Committee shall consist of TWELVE members, including:
(a)       a Chairperson;
(b)       a Vice-Chairperson;
(c)       a Treasurer;
(d)       NINE other members.

4.1.2 The office bearers of the Executive Committee shall be decided upon and elected by the newly elected Executive Committee and not by the A.G.M.

4.1.3 No person may be an Executive Committee member in the event that his/her spouse or any other immediate family member is employed by the Association on a full-time or part-time basis and in any capacity whatsoever. This clause shall not preclude the Association from paying an honorarium to any spouse or immediate family member who performs voluntary work for the Association on a casual basis at any time.

4.1.4 The Executive Committee may resolve that an Executive Committee member shall be entitled to:
4.1.4.1 payment of an annual honorarium in such amount as the Executive Committee may recommend and the Annual General Meeting may adopt; and/or
4.1.4.2 payment of out-of-pocket expenses or other disbursements in such amounts as the Executive Committee may, from time to time, determine; and/or
4.1.4.3 payment in good faith of remuneration for services rendered to or on behalf of the Association (apart from those services ordinarily expected of an Executive Committee member) in such amounts as the Executive Committee from time to time may determine or agree to.

4.1.5 All Executive Committee members shall annually and not later than the first meeting after their election to office in any year, in writing, declare any commercial or other conflicts of interests which they may have with the Association, in such form as the Executive Committee, from time to time, may stipulate. Nothing herein contained shall preclude anyone from being a member of the Executive Committee, notwithstanding that he or she may have conflicts of interest with the Association, provided that the person concerned declares such conflicts and the Executive Committee is nonetheless satisfied that the Association is not substantially prejudiced thereby and provided further that the member concerned shall recuse himself/herself from all voting in regard to all issues in which he or she may have a conflict of interests.

4.2 Election at Annual General Meeting
Executive Committee members shall be elected as follows at the Annual General Meeting and shall, subject to the provisions herein contained, remain in office until the AGM two years after the election of each member:

4.2.1 One half of the Executive Committee members shall be elected in even years and the other half of the committee members shall be elected in odd years. Each Executive Committee member shall serve for a period of two years from his/her election until the AGM two years after the election.

4.2.2 If a vacancy of an Executive Committee member (the “departed committee member”) occurs due to resignation, disqualification or death, the committee member co-opted to fill the vacancy of the departed committee member shall be for the remaining portion of the two-year period for which the departed committee member was elected.

4.2.3 Nominations of candidates for election to the Executive Committee at any meeting shall be in writing, signed by a member and accompanied by the written consent of the candidate nominated, so as to be received at the domicilium of the Association not later than FIVE days before the meeting; provided that the Chairperson of such meeting may in his/her sole discretion allow any nominee to consent to his/her nomination at the meeting itself if in his/her opinion there are special grounds therefore.

4.3 Only members of the Association in good standing may be elected to the Executive Committee.

4.4 The Executive Committee may fill any vacancy in their number or co-opt any other additional member/s, provided that the number of other additional members shall not exceed TEN. Any additional member so co-opted shall hold office until the next A.G.M. when s/he shall retire and be eligible for re-election as though s/he had been elected at the previous A.G.M.

4.5 Vacation of office:
A member shall cease to hold office as an Executive Committee member if:

4.5.1 by notice in writing s/he resigns his/her office;

4.5.2 s/he is or becomes of unsound mind or surrenders his/her estate as insolvent;

4.5.3 s/he is convicted of an offence which involves dishonesty;

4.5.4 s/he absents himself/herself from THREE consecutive meetings of the Executive Committee without special leave of absence from it;

4.5.5 by resolution of a general meeting of the Association s/he is removed from his/her office.

4.6 Executive Committee meetings and procedures:

4.6.1 The Executive Committee shall meet at least once every THREE calendar months. Notice, either oral or written, shall be given to all Executive Committee members of any proposed meeting. Special meetings of the Executive Committee may be called by the Chairperson or in his/her absence, the Vice-Chairperson.

4.6.2 THREE Executive Committee members may at any time convene a meeting of the Executive Committee by giving notice to the other Executive Committee members in writing and not less than TEN days before the proposed meeting, specifying the reason for calling such a meeting; provided that in cases of emergency shorter notice as is reasonable in the circumstances may be given.

4.6.3 Not less than half of the members of the Executive Committee shall constitute a quorum at any meeting. If a quorum is not present within THIRTY minutes of the appointed time, such meeting shall stand adjourned to the same day of the following week at the same time. If thereafter the number of members falls below the number necessary to form a quorum, the remaining members may continue to act but only for the purpose of convening a general meeting of members.

4.6.4 If the Chairperson vacates his/her office or is removed from office by members at a general meeting, then the Vice-Chairperson shall automatically become the Chairperson and s/he shall hold office for the remaining period in respect of which the first mentioned Chairperson was elected. The Executive Committee shall then elect a new Vice-Chairperson at the meeting following immediately upon the vacation of office by the former Chairperson.

4.6.5 All matters at any Executive Committee meeting shall be determined by a majority of those present and voting. In the event of an equality of votes, the Chairperson of any meeting shall have a casting as well as a deliberative vote.

4.6.6 The Executive Committee shall keep minutes of its meetings.

4.6.7 The Executive Committee may make decisions by way of telephone, e-mail or other means of communication. The procedure for making such decisions shall be determined by the Executive Committee.

4.6.8 If a vacancy or vacancies occur(s) on the Executive Committee and a suitable person is not available for co-option, the Executive Committee shall continue to function even though the number of members shall be less than TWELVE, provided that, if the number of Executive Committee members falls below eight, the Executive Committee shall call a general meeting within 30 days to elect additional Executive Committee members to fill any vacancies.

4.7 Powers of the Executive Committee:
The management and administration of the Association shall vest in the Executive Committee which may exercise all powers of the Association on behalf of the Association, except for those powers which must be exercised by the Association in general meeting. Without in any way limiting the generality of the aforegoing, such powers shall include but not be limited to, the following:

4.7.1 generally to deal with the property and funds of the Association for the objects and purposes of the Association;

4.7.2 to operate banking accounts with all powers required by such operations;

4.7.3 the making of and entering into and carrying out of contracts or agreements for any of the purposes of the Association;

4.7.4 the employment and payment of agents and any other parties;

4.7.5 the making, amendment and repeal of rules which shall be binding upon members and on all persons participating in an event organized or sanctioned by the Association as if they form part of this constitution;

4.7.6 the levying of a subscription payable by members as provided in clause 5 hereof;

4.7.7 the investment of monies of the Association not immediately required, as determined by the Executive Committee;

4.7.8 to buy, sell, let or hire, exchange, transfer, receive by way of donation or otherwise movable and immovable property including debentures, stocks and shares; and to invest the funds in government or municipal stock, mortgage

bonds, fixed deposit or otherwise in banks, or like financial institutions; to borrow money on the security of immovable property and pass mortgage bonds on the same;

4.7.9 to institute and defend legal proceedings on behalf of the Association in the name of the Association and for that purpose to sign and execute any necessary Powers of Attorney;

4.7.10 to form sub-committees and to delegate such powers to such committees as it may deem necessary;

4.7.11 to transfer any funds not immediately required for the operational expenses of the Association to any trust or related entity created as an investment vehicle for the Association. 4.7.12 Disciplinary sub-committee

4.7.12.1 The Executive Committee shall, after each A.G.M., elect from its members a Chairperson for the Association’s disciplinary sub-committee.

4.7.12.2 Each disciplinary sub-committee to be formed to consider disciplinary issues shall consist of three members appointed on an ad hoc basis, of which at least two members shall be members of the Executive Committee. The third member shall be either a member of the Association or an advocate or an attorney.

4.7.12.3 The composition of the disciplinary sub-committee for the purpose of holding a hearing shall be appointed by the chairperson of the disciplinary sub-committee after consultation with the Chairperson and/or the Vice Chairperson. The committee member charged with discipline may appoint him/herself to the disciplinary sub-committee for the purpose of holding a hearing.

4.7.12.4 The disciplinary sub-committee shall have the power to:

(a) frame, enquire into and decide on charges against members and persons participating in events organized or sanctioned by the Association (hereafter referred to as “event” or “events”); (b) consider whether a member or other person participating in an event is guilty of: (i) a breach of the provisions of this constitution or the rules made hereunder or the rules of the event in question; (ii) conduct prejudicial to the interests or reputation of the Association; (iii) non-payment within one month of the imposition of a fine imposed by the sub-committee (iv) conduct unbecoming a lady or a gentleman at an event or at a place associated with the Association. (c) Make decisions on a balance of probabilities. (d) Determine the nature and format of evidence to admit at a hearing, including evidence that would not be normally be admissible in a court, determine whether or not to call for oral evidence, and to consider what weight to attach to such evidence.

(e) Summon any member to attend a disciplinary hearing and to present evidence at such hearing. (f) Impose a sanction or sanctions including disqualification from an event, a reprimand, impose a fine of up to R5 000, suspend the membership of a member or expel a member or any combination of the sanctions mentioned that are not inconsistent with each other, and consider the extent to which such sanction shall be published.

4.7.12.5 A member or other person who has been sanctioned shall have the right to have the decision and sanction of the disciplinary sub-committee reviewed by the Executive Committee. In the event that new evidence is submitted on review an explanation must be furnished as to why such evidence was not placed before the disciplinary sub-committee at the time of the hearing. All submissions on review shall be in writing and shall be submitted within seven calendar days of the decision taken on review. A copy of such submissions shall be provided to the disciplinary sub-committee for comment.

4.7.12.6 The Executive Committee may confirm or alter the decision of the disciplinary sub-committee and impose any sanction it deems appropriate, whether or not more severe than that imposed by the disciplinary sub-committee. The Executive Committee shall not interfere with the decision of the disciplinary sub-committee unless it has carefully considered any reasons stated by the disciplinary sub-committee.

4.7.12.7 Any members of the Executive Committee that served on the disciplinary sub-committee shall not be disqualified from participating in the discussion and decision of the Executive Committee when reviewing the decision.

4.7.12.8 A person against whom charges are being considered or who has been sanctioned shall not be entitled to legal or lay representation at any hearing or the review of a hearing, unless the Chairperson of the Executive Committee so rules.

4.8 Summary disqualification:
Any person who participates in an event referred to in clause 4.7.12.4 may be sanctioned by being summarily disqualified from that event without a hearing by any person authorised to do so by the Executive Committee. The Executive Committee shall be entitled to ratify any summary disqualification imposed by any person who may not have been expressly authorised by the Executive Committee to summarily disqualify participants at an event.

4.9 To make rules consistent with this constitution to govern its activities and events, including rules for the conduct of events referred to in clause 4.7.12.4.

4.10 Indemnity:
No Executive Committee member shall be liable to the Association, any member or any other person for any act or omission by him/herself, by the Association or by any of its representatives. All committee members shall be indemnified by the Association against any loss or damage suffered by him/her in consequence of any purported liability, provided that such member has acted in good faith and without gross negligence.

5. MEMBERS

5.1 A member of the Association may, be either a natural person or an artificial legal entity, recognised at law (“artificial persona”).

5.2 An application for membership shall be made, in writing, in the form prescribed by the Executive Committee and addressed to The General Manager of the Association. All applications shall be considered and decided by the Executive Committee which may, in its absolute discretion, refuse an application for membership and need not state the grounds for such refusal, subject always to the applicant’s rights not to be unlawfully discriminated against, as provided for in terms of the Constitution of the Republic of South Africa (“CRSA”). The Executive Committee shall have the right to delegate any of its powers to one or more persons, in the Executive Committee’s discretion.

5.3 The membership of a member shall commence from the date on which the member’s application for membership is approved by the Association and shall endure until the following 30th day of June, subject to early termination or suspension of membership in accordance with the provisions of this constitution. Membership may be renewed annually, subject to the Association’s approval of such renewal and payment by the member of the annual membership fee as determined by the Executive Committee.

5.4 The Executive Committee shall have the right, at any time, to determine a date upon which the membership of all members shall terminate, subject to rights of renewal (referred to as “the renewal date”). Where the Executive Committee has determined a renewal date, then:

5.4.1 all existing members at the time, shall be entitled to a pro rata refund of the membership fee for the year in question, which entitlement shall accrue on the forthcoming renewal date and be applied automatically in reduction of the member’s membership fee for the immediately following year unless the member ceases to be a member, in which event the member shall be entitled to a refund of the sum in question, on written request; and

5.4.2 members who join after determination of a renewal date, shall pay a reduced membership fee for the year in which they first join, calculated, pro rata, in the same ratio as the number of days remaining to the forthcoming renewal date bears to a full year.

5.5 The Association shall keep and maintain a register of members.

5.6 Membership fees shall be determined by the Executive Committee and any changes shall, in the case of existing members, be applicable from the date of the forthcoming renewal of membership.

5.7 The Executive Committee shall have the right to reprimand, fine, suspend or expel any member or refuse to renew any person’s membership, without stating its reasons.

5.8 The Executive Committee shall have the right, at any time to admit Honorary and/or Life Members of the Association, upon such terms and conditions as it may stipulate.

5.9 The membership of members which are artificial personae shall be subject not only to the terms and conditions stated in this constitution but to such additional terms and conditions as the Executive Committee may resolve, from time to time, provided that under no circumstances shall any such member have more than ONE vote for the purposes of voting at meetings of the Association.

6. MEETINGS OF THE ASSOCIATION AND VOTING

6.1 Annual general meetings of members shall be held once every year within THREE months after the end of the financial year. The business to be done at the annual general meeting shall include:

6.1.1 The receipt of a report on the financial and other affairs of the Association;

6.1.2 The adoption of the minutes of the previous annual general meeting;

6.1.3 The adoption of the Association’s balance sheet and accounts;

6.1.4 The consideration of any resolutions concerning the affairs of the Association of which due notice has been given;

6.1.5 The election of members to the Executive Committee.

6.2 Ordinary General Meetings:
The Executive Committee may call an ordinary general meeting of members whenever it deems fit. Ordinary general meetings may also be called upon the written request of not less than FIFTY members or from at least TEN PERCENT of all members if the total membership is less than FIVE HUNDRED. An ordinary general meeting shall have power to raise, discuss and decide only such specific matters as have been set out for consideration in the notice of the meeting.

6.3 Notice of Meetings:

6.3.1 An A.G.M. shall be convened on not less than TWENTY ONE days’ notice in writing. An ordinary general meeting shall be called by not less than FOURTEEN days’ notice in writing. Notice of any AGM or ordinary general meeting shall be in writing and may be sent by electronic mail, provided that any member may request in writing that such notice be sent to him or her by ordinary mail, in which case this shall be done.

6.3.2 Notices calling A.G.M.s shall be inclusive of the day on which it is given and shall specify the place, the day and the hour of the meeting and, the general nature of the matters to be discussed provided that any meeting shall, not withstanding that it is called by shorter notice than that specified, be deemed to have been correctly called if agreed by NINETY PERCENT of the members present.

6.4 Quorum:
A quorum for the A.G.M or O.G.M. shall be FIFTY members or TEN PERCENT of all members if the total membership of the Association is less than FIVE HUNDRED.

6.5 Adjournment:
If within a half hour from the time appointed for the holding of a meeting, a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to a place, time and day decided upon by the Executive Committee at the meeting to be adjourned and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.

6.6 Chairperson:
The Chairperson and failing him/her the Vice-Chairperson of the Executive Committee shall preside at every general meeting but if there is no such Chairperson or Vice-Chairperson present then the members present shall choose a Chairperson from the members of the Executive Committee or failing any of them then from some member present.

6.7 Votes:
At all general meetings, resolutions put to the vote, save for resolutions for the election of a member to the Executive Committee or for his/her removal, which shall be decided by ballot, may take place by show of hands unless by majority vote the meeting decides that voting shall be by a ballot, in which event the ballot shall take place immediately. Each member shall have one vote only. There shall be no voting by proxy save with the consent of the Executive Committee and upon such terms and conditions as it may stipulate.

6.8 Eligibility to vote:
Only members whose membership fees are fully paid up and who are in good standing shall be entitled to vote at any meeting.

7. FINANCIAL MATTERS

7.1 The Association’s financial year shall end on 30 June each year or any other date to be determined by the Executive Committee.

7.2 Proper books of account shall be kept by the Executive Committee.

7.3 Monies received shall be deposited in an appropriate savings or bank account opened for that purpose.

7.4 Withdrawal from the said account shall be made and signed only by member/s nominated by the Executive Committee.

7.5 Where practical, monies not required immediately shall be invested to the benefit of the Association in such manner as the Executive Committee may resolve.

7.6 The Executive Committee shall prepare a statement of the Association’s financial affairs for the year concerned for presentation at every Annual General Meeting. Such statement shall have been examined by an accounting officer who shall have certified that it fairly represents the state of the financial affairs of the Association. For the purposes of this clause the phrase “accounting officer” shall mean a person who in terms of Section 60(2) of the Close Corporations Act No 69 of 1984 is qualified to perform the duties of an accounting officer.

8. AMENDMENT OF THE CONSTITUTION

This constitution may be amended only by a two-thirds majority of members present in a general meeting, provided that notice of the proposed amendment has been duly given in terms of the notice calling the meeting.

9. DISSOLUTION

The Association may be dissolved, or merged with another association with similar purposes and objects, in each case only:

9.1 on a resolution passed by at least a majority of members present at a duly constituted general meeting of members provided that notice of the proposed dissolution or merger has been duly given in terms of the notice calling the meeting; or

9.2 on an application to a court of law by any member on the grounds that the Association has become dormant or is unable to fulfil its purposes and objects.

On merger, the assets of the Association shall accrue to the new association arising from such merger.

On dissolution the assets of the Association shall be realised and transferred to an association or club having similar objects and purposes or failing such a body then to such registered charitable institution as the Executive Committee may decide upon.

10. MISCELLANEOUS

10.1 Every member shall cause his/her physical residential street address and email address or any change thereof to be recorded in the Association’s records.

10.2 Any notice or communication to a member shall be addressed to him/her at his/her physical address or email address or to both his/her email address and physical address as the Association may, in its sole discretion, decide. Such notice shall be deemed for all purposes to have been received by such member within FIVE days of it being posted to the member’s physical address and within ONE day of it being transmitted to the member’s email address. Such physical and email addresses shall be deemed to be the member’s domicilium citandi et executandi for all purposes;

10.3 The accidental omission to give notice of any meeting to any person entitled to be present shall not invalidate the proceedings at that meeting. Any member absent from any meeting as a result of such accidental omission shall only be entitled to challenge the proceedings at that meeting and any resolutions passed provided that s/he can establish substantial prejudice to him/herself and provided further that s/he can establish that, had s/he been present, any resolution/s which was or was not passed might well have been passed or not passed, had s/he been present.

10.4 Every member of the Association shall be entitled, in accordance with the provisions of the Promotion of Access to Information Act, to inspect the books of account and other documents of the Association. Any request for access to information shall be delivered by hand to the Association’s General Manager.

10.5 The domicilium citandi et executandi for the Association shall be 9 Hill Park Lane, Mowbray, 7700 or such other address as the Executive Committee may appoint.

11. NO DISCRIMINATION

Discrimination based on race, colour, creed or political persuasion against any prospective member shall not be permitted. No discussion on race, colour or creed shall form part of the Association’s deliberations.

12. INTERPRETATION

Should any dispute or doubt arise as to the interpretation or meaning of this constitution or any rules or regulations of the Association, the Executive Committee shall be the final arbiter and its decision shall be binding upon the members.