FRA

Constitution

1. Name:
The name shall be “The Fairland Residents Association”.

2. Objectives:
The Fairland Residents Association (hereinafter referred to as “The Association”) shall be non-political and its objectives shall be:
2.1. To watch over, further, and protect the interests of all Ratepayers and Residents of Fairland.
2.2. To determine, by free discussion and deliberation, the views of the majority of the Ratepayers and Residents within Fairland.
2.3. To encourage the liaison and co-operation of similar non-political associations of Ratepayers and Residents in other areas.
2.4. To consult, collaborate and co-operate with representative Members of any local authority or governing body affecting the interests of Fairland and to ensure the voice of public opinion being heard and given due consideration.

3. Membership:
The membership shall be open to all persons over the age of eighteen years who are Registered Ratepayers or bona fide residents of Fairland (or their nominees).

4. Voting Rights:
4.1. Only those Members over the age of eighteen years who are Registered Ratepayers or bona fide residents of Fairland (or their nominees) may vote.
4.2. Members who wish to cast their vote must produce a copy of their ID and proof of residence.

5. Annual General Meeting:
5.1. The financial year shall be the period 1st March to last day of February next following. A majority vote of the executive committee may change the Association’s annual year end.
5.2. The Annual General Meeting shall be held on a date not later than sixty days after the end of each financial year.
5.3. The Annual General Meeting of the Association shall be held for the purpose of;
5.3.1. The election of an Executive Committee for the ensuing year.
5.3.2. Receiving and considering the Annual Report of the Executive Committee.
5.3.3. Receiving and considering the reviewed Balance Sheet and Accounts for the preceding year.
5.3.4. Transaction of any other business, special notice of which is not required in terms of any other clause of this Constitution.
5.4. At least fourteen days’ notice of the Annual General Meeting shall be given to members.
5.5. 50% plus 1 of the Executive Committee members shall form a quorum at an Annual General Meeting. If no quorum is present at such a meeting, that meeting shall lapse and stand adjourned. Seven days’ notice shall thereafter be given to members of the place, time and date of adjournment, and those present at such adjourned meeting shall form a quorum.

6. Special General Meeting:
6.1. The Chairman may call a Special General Meeting at any time and shall do so upon request of at least 75% of the Executive Committee.
6.2. Fifty Percent (50%) plus 1 of the members present shall form a quorum at a Special General Meeting. If no quorum is present at such a meeting, that meeting shall lapse and stand adjourned. Seven days’ notice shall thereafter be given to members of the place, time and date of adjournment, and those present at such adjourned meeting shall form a quorum.
6.3. At least seven clear days’ notice shall be given of any Special General Meeting.

7. Voting at General and Special Meetings:
Each member present in person shall be entitled to one vote subject to the provisions of clause 4.

8. Passing of any Resolutions:
8.1. Ordinary resolutions shall be passed by a simple majority of votes recorded.
8.2. Any resolutions to alter the constitution shall be passed by a two thirds majority of the Executive Committee.

9. Executive Committee:
9.1. The Management of the Association shall be vested in an Executive Committee elected annually by the members of the Association.
9.2. The Executive Committee shall consist of a Chairman, Vice-chairman, Secretary, Treasurer and a maximum of 15 other members.
9.3. Each member can serve a maximum of 2 terms of 2 years each, before they automatically have to retire for a 1 year sabbatical.
9.4. Retiring members are eligible to be co-opted back onto the Executive Committee at the discretion of the Committee.
9.5. Office Bearers shall be elected by the Executive Committee.
9.6. The Committee shall hold a minimum of at least 6 (six) meetings during the financial year of the Association.
9.7. In the Committee the Chairman, or in his absence the Vice-chairman, shall have a casting vote in addition to his deliberate vote.
9.8. A simple majority of the elected Executive Committee shall form a quorum.
9.9. If any member of the Executive Committee shall be absent without prior apology from two consecutive meetings of the committee, his seat shall ipso facto become vacant, but he shall be eligible for re-election at the next AGM.
9.10. At each Committee meeting the date and venue of the following meeting shall be determined.
9.11. The Secretary will notify members of special Committee meetings.
9.12. The Executive Committee shall have the power to fill vacancies, which may occur during its term of office, but any member so appointed shall not bear office and shall retire at the end of the Committee’s current term of Office. The Executive Committee shall also have the power to co-opt further members at any time. Ward Counselors and the Commander of the Fairland Police Station are automatically co-opted onto the Committee.
9.13. Any Fairland resident may attend meetings of the FRA as observers, but they will not be entitled to vote on issues.
9.14. Any member who has a recommendation, complaint or any other matter to bring to the notice of the Committee shall submit same in writing to the Secretary or by direct approach to any Committee Member and subsequently shall be given the opportunity to address the Committee. After investigation the Committee shall take such action, or refrain from action, as it may deem fit.
9.15. The Chairman shall have the right to invite any competent person to attend any meeting.

10. Sub-Committees:
The Executive Committee may appoint Sub-committees from time to time and may delegate to such Sub-committee authority to perform such duties as it may think fit, provided that each Sub-committee shall have as its Chairman a member of the Executive Committee.

11. Finance:
11.1. The liability of the Association shall be limited to the total amount of funds and assets to its credit.
11.2. The Association is empowered to raise funds and to accept donations.
11.3. All funds of the Association shall be deposited as soon as possible in the name of the Association with an approved Bank, preferably in an interest bearing account.
11.4. The Executive Committee shall ensure the keeping of proper books of accounts, which shall show all revenue and its sources, and all expenditure and its allocation.
11.5. For all monies received consecutively numbered receipts shall be issued and a copy of each retained. Receipts shall be obtained for all monies paid.
11.6. The Books of Account, written up-to-date shall be available for inspection by the Executive Committee at all its meetings.
11.7. To a written request from any member for information concerning the accounts, the Treasurer shall furnish a written reply within thirty (30) days of its receipt to the committee for their consideration and approval before being sent to the affected resident and/or published on the FRA web site.
11.8. All payments made by the Association will be done electronically after the payment was duly authorized by the Chairman and one other of (Treasurer or Vice-Chairman). Authorization must be done by the physical signing of the invoice or by email. A single email forwarded between parties must be used if authorization is done via email and such email together with the invoice and the Proof of Payment (PoP) must be kept as part of the financial reporting. Either of the Chairman or the Vice-Chairman is authorized to make electronic payments on behalf of the Association.
11.9. There shall be laid before the members at each Annual General Meeting an independently verified Income and Expenditure Account and a Balance Sheet drawn up for the financial year.
11.10. Members shall be entitled to peruse copies of the Income and Expenditure Account and Balance Sheet at the Annual General Meeting.

12. Indemnity of Members:
Every member of the Executive committee shall be indemnified from personal responsibility for any lawful act he or she may do in the execution of his or her duty on behalf of this Association.

13. Constitution:
13.1. All members shall be bound by this Constitution.
13.2. The Constitution may be altered by the Executive Committee (See Clause 8.2 above).

14. Rules of Procedure:
Refer to Annexure 1: which will bind all the members.
14.1. Within the framework of the Constitution there shall be drawn up rules of procedure which shall bind the Executive Committee and all members of the Association.
14.2. The Rules of Procedure shall be adopted in conjunction with this Constitution and thereafter subject to alteration, amendment, deletion and/or addition by the Executive Committee with a two thirds majority.
14.3. The Executive Committee shall have the power to alter, delete, amend, or add to any clause with immediate effect subject to any instruction given to it by special resolution of the Members of the Association in General Meeting.
14.4. The Executive Committee shall notify members within seven days of any alteration, amendment, deletion or addition that has been made to the Rules of Procedure, by publishing on the FRA web site.

15. Duties of Secretary:
15.1. The Secretary shall be responsible for the secretarial work of the Association, viz. the composition and distribution of notices of meetings, the conducting of correspondence, the keeping of reports on the activities of-the Association in general and the keeping of Minutes of all meetings.
15.2. The Secretary shall keep an attendance register of all meetings.

16. Duties of Treasurer:
16.1. The Treasurer shall submit all accounts to the Committee.
16.2. He shall deposit all monies received in favor of the Association in a banking and/or savings account chosen by the Committee.
16.3. He shall present a financial report to the Committee at all Committee meetings.

17. Dissolution:
Upon resolution carried by a vote of two-thirds of the members attending a special general meeting, called for this purpose, the Association may be dissolved, and its assets shall be disposed of as the majority at such special meeting may decide.

18. Interpretation:
In the event of any clause in the Constitution being in dispute the interpretation of such clause shall be given by a majority vote of the elected Committee members.

Annexure 1:

19. Rules of Procedure:
19.1. Nominations:
19.2. Objections:
19.3. Voting at Meeting:
This shall be by show of hands or by secret ballot.
19.4. Election of Executive Committee:
This shall be by show of hands or by secret ballot.


Changes to the Constitution as adopted at Annual General Meetings or by the Executive Committee as follows:
1. May 1993
Clause 3. Changed membership to read “ratepayers or their nominees”

2. March 1998
Clause 4a. Changed to increase the annual subscription fee to R50.00 per household

3. March 1998
Name Change – Association name changed to “Fairland Residents and Ratepayers Association”

4. November 2005
Deleted Clause 19 “both Official Languages”

5. March 2006
Clause 19 Deleted “Notices and copies of the constitution shall be available in both official languages”.
Clause 4a annual subscription changed to R100.00 per family

6. April 2008
Name Change – Kelland and extensions to be added to the Association name, to read “incorporating Kelland”

7. May 2011
Clause 1. Name changed to “Fairland Residents Association, incorporating Kelland”
Clause 3. Membership changed to read “registered ratepayers or bona fide residents”
Clause 6a. The financial year shall be the period 1st March to last day of February altered to read a “majority vote of the executive committee may change the Association’s annual financial year end”
Clause 15i. Changed audited to read “an independently verified Income and Expenditure Account and Balance Sheet”

8. May 2018
Clause 15c. Amended to exclude the words Building Society and to read as follows “All funds of the Association shall be deposited as soon as possible in the name of the Association with an approved Bank, preferably in an interest bearing account”.
Clause 15h. to remove cheque book as a method of payment as all payments are now effected through EFT.
Clause 4. Amended to allow the Executive Committee to determine the Membership Costs.
Clause 11b. Changed to allow the Executive Committee with a 75% majority to change the Constitution rather than only by Members at an AGM or SGM.

9. March 2019
Header “FAIRLAND RESIDENTS ASSOCIATION CONSTITUTION” inserted to reflect at the top of all pages.
The word “Page” before the number inserted in all footers.
Address of the Association changed to delete postal address, modify the eMail address to reflect the current, and insert the web address.
Change the numbering convention to automatically number the points and sub-points in the format 1.1.1.
Clause 4. Donations: The Clause was removed.
Clause 5. Voting Rights: Clause changed to number 4.
Clause 5. (now 4.1) Voting Rights: Clause changed to read “Only those Members over the age of eighteen years who are Registered Ratepayers or bona fide residents of Fairland (or their nominees) may vote”.
Clause 5. (now 4.2): Clause added “Members who wish to cast their vote must produce a copy of their ID and proof of residence”.
Clause 6. Annual General Meeting: Clause changed to number 5.
Clause 6ciii. (now 5.3.3) Clause was changed to read “…considering the reviewed Balance Sheet and Accounts…”
Clause 6civ. (now 5.3.4) The Clause was removed.
Clause 5. Annual General Meeting: Clause 5.5 added “50% plus 1 of the Executive Committee members shall form a quorum at an Annual General Meeting. If no quorum is present at such a meeting, that meeting shall lapse and stand adjourned. Seven days’ notice shall thereafter be given to members of the place, time and date of adjournment, and those present at such adjourned meeting shall form a quorum”.
Clause 7. Special General Meeting: Clause changed to number 6.
Clause 7. (now 6.1) clause changed to read “The Chairman may call a Special General Meeting at any time and shall do so upon request of at least 75% of the Executive Committee”.
Clause 8. Quorum: changed to be Clause 6.2, a sub-point of 6, and to read as “Fifty Percent (50%) plus 1 of the members present shall form a quorum at a Special General Meeting. If no quorum is present at such a meeting, that meeting shall lapse and stand adjourned. Seven days’ notice shall thereafter be given to members of the place, time and date of adjournment, and those present at such adjourned meeting shall form a quorum”.
Clause 9. Notices: changed to be Clause 6.3, a sub-point of 6.
Clause 10. Voting at General and Special Meetings: changed to Clause 7.
Clause 11. Passing of any Resolutions: changed to Clause 8.
Clause 11b. (now 8.2) changed to read “…a two thirds majority of the Executive Committee”.
Clause 12. Executive Committee: changed to Clause 9.
Clause 12b. (now 9.2) Executive Committee: changed to read “…Vice-chairman, Secretary, Treasurer and a maximum of 15 other members. To avoid a potential conflict of interest, anyone who is a member of a Local Authority….”.
Clause 12c. (now 9.3) to read as “Each member can serve a maximum of 2 terms of 2 years each, before they automatically have to retire for a 1 year sabbatical”.
Clause 12d. (now 9.4) to read as “Retiring members are eligible to be co-opted back onto the Executive Committee at the discretion of the Committee”.
Clause 12h. (now 9.8) to read as “A simple majority of the elected Executive Committee shall form a quorum”.
Clause 12i. (now 9.9) to read as “If any member of the Executive Committee shall be absent without prior apology from three consecutive meetings of the committee, his seat shall ipso facto become vacant, but he shall be eligible for re-election at the next AGM”.
Clause 12l. (now 9.12) has the following sentence added at the end “Ward Counsellors and the Commander of the Fairland Police Station are automatically co-opted onto the Committee”.
Clause 9.13. has been added and reads “Any Fairland resident may attend meetings of the FRA as observers, but they will not be entitled to vote on issues”.
Clause 13. Sub-Committees: Clause changed to Clause 10.
Clause 14. Membership Register: has been deleted.
Clause 15. Finance: Clause changed to Clause 11.
Clause 15g. (now11.7) has the following phrase added to the end “for their consideration and approval before being sent to the affected resident and/or published on the FRA web site”.
Clause 15j. (now 11.10) has been changed to “Members shall be entitled to peruse copies of the Income and Expenditure Account and Balance Sheet at the Annual General Meeting”.
Clause 16. Indemnity of Members: Clause changed to Clause 12.
Clause 17. Constitution: Clause changed to Clause 13.
Clause 17b. (now 13.2) has been changed to read “The Constitution may be altered by the Executive Committee (See Clause 8.2 above)”.
Clause 18. Rules of Procedure: Clause changed to Clause 14.
Clause 18b. (now 14.2) has been changed to read “The Rules of Procedure shall be adopted in conjunction with this Constitution and thereafter subject to alteration, amendment, deletion and/or addition by the Executive Committee with a two thirds majority”.
Clause 18c. (now 14.3) has had the cross reference to Clause 11b removed.
Clause 18d. (now 14.4) has had the following phrase added to the clause “Procedure, by publishing on the FRA web site”.
Clause 19. Duties of Secretary: Clause changed to Clause 15.
Clause 19c. has been deleted.
Clause 20. Duties of Treasurer: Clause changed to Clause 16.
Clause 21. Dissolution: Clause changed to Clause 17.
Clause 22. Interpretation: Clause changed to Clause 18.
A new heading “ANNEXURE 1” has been inserted.
Clause 23. Rules of Procedure: Clause changed to Clause 19 under ANNEXURE 1.
A new sub-clause 19.1 “Nominations” has been inserted.
A new sub-clause 19.2 “Objections” has been inserted.
Clause 23a. “VOTING AT MEETING” has been changed to Clause 19.3.
Clause 23b. (now 19.4) has been changed for consistency (show of hands before a secret ballot).
Clause 23c. Membership: has been deleted.
The Heading at the top of the history of changes to the Constitution has been changed as follows: “Changes to the Constitution as adopted at Annual General Meetings or by the Executive Committee as follows”.

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