Friends of Moreletaspruit

Lynnwood Road to N4

Mission

1. Corporate
entity

Friends of Moreletaspruit (Lynnwood Road to N4) shall be a body corporate having its own separate existence and accordingly:

• its assets and liabilities shall be its own and not to any extent that of its members and as such be held and administered separately;
• shall not exist for the purpose of carrying on any business that has for its object the acquisition of gain for itself or any of its members.

2. Membership

Natural Persons:
Membership is open to all persons who:

• subscribe to the Mission Statement and this constitution
• have completed and signed a membership application signifying commitment to the Mission Statement and constitution
• have paid the registration and membership fees

Membership shall be withdrawn:

• if a member is more than 6 months in arrears with annual subscriptions
• if a member notified the committee in writing that membership is not being renewed
• if the conduct of the member is in conflict with this constitution and remains so after the matter has been addressed with the member by the committee

Legal Persons:
Membership may be given to any community-based organisation:

• which, in the opinion of the committee, will further the aims and objectives and shall, for a defined period not exceeding 3 years, be subject to review at the end of that period and
• which completes the appropriate affiliate organisation membership forms signifying their support

Members:

• may, on a voluntary basis, participate in any activities organised by Exco
• shall receive a membership certificate
• shall at all times act responsibly in bringing to the attention of Exco any matters that may impinge upon themission and constitution and/or affect the continued biodiversity of the Moreletaspruit.

3. Executive
Committee

The Executive Committee:

• shall consist of
  • A Chairperson
  • A Vice Chairperson
  • A Secretary
  • A Treasurer
  • and 3 Other Persons
• shall be elected at an Annual General Meeting for a term of 2 years except that the first 3 other persons elected shall retire after the first 12 months. Thereafter the elected 3 other persons shall serve a 2 year term
• Chairperson, Vice Chairperson, Secretary and Treasurer shall be members with at least 4 months active participation in the affairs of Friends prior to election
• candidates for the position of Chairperson, Vice Chairperson, Secretary and Treasurer shall be nominated in writing to the committee not less than 6 weeks prior to the Annual General Meeting
• may co-opt members to fill vacancies that arise prior to an AGM
• shall nominate one member of Exco as the Liaison Officer with the Wildlife and Environmental Society of South Africa (WESSA)
• shall appoint a representative of the City of Tshwane Metropolitan Municipality, or such other organisation as may have overall responsibility for the land comprising the Moreletaspruit, as an ex officio committee member

Executive Committee Meetings:

• shall be held on a regular basis but not at greater intervals than 15 weeks apart shall be conducted with a formal agenda being distributed at least 7 days prior to the meeting
• shall ensure that deliberations and decisions are recorded and the minutes thereof distributed with the agenda notice of the next meeting
• will require a quorum of 4 persons including at least 2 persons out of the Chairperson, Vice Chairperson, Secretary or Treasurer and in the event that a quorum is not present the members present shall adjourn and call for a meeting at a later date to suit a majority of the committee with due written notice to all members of the committee. The members should endeavour to facilitate a meeting rather than recourse to a procedural process
• shall take decisions on the basis of consensus. If, after considerable effort, a consensus does not seem possible only then should the matter be put to the vote by a show of hands with the matter being carried by a majority of those present at the meeting. In the event of a tie the Chairperson shall exercise a casting vote.

4. Annual
General Meeting
of Members

The Annual General Meeting of Members:

• shall be held every year at a date and time decided by the Executive Committee.
• shall require the presence of at least 10% members either in person or by proxy to be duly constituted.
• shall be presented with a written report on the activities of Friends of the Moreletaspruit during the past year together with the plans for the year ahead.
• shall be presented with a financial statement giving details of expenditure and income.
• shall elect members to fill the vacancies on the Executive Committee arising from automatic retirement of a member after two years or the non-availability of a member for further election.
• may elect retiring members to a further two-year term.
• notice shall be sent to all members at least 21 days prior to the scheduled date of the AGM and shall contain names of persons nominated for the position of Chairperson, Vice Chairperson, Secretary and Treasurer who shall have indicated in writing their acceptance of the nomination.
• shall elect members of the committee by a show of hands unless a member requests that a secret ballot be held.
• shall consider and vote on any other matter put to the meeting in accordance with the constitution.
• shall determine and fix membership fees for the ensuing year.

5. Task Action
Groups

Special Task Action Groups:

• may be established by Exco for specific purposes
• shall be chaired by an Exco member
• may co-opt members for duty based on the particular aspect being dealt with by the Task Action Group
• shall ensure that deliberations and decisions are properly recorded and copies of minutes submitted to Exco
• Shall ensure that decisions that require funding or impinge upon the vision and mission of Friends of the Moreletaspruit shall be referred to Exco for ratification prior to implementation
• will be disbanded on completion of the specific task for which it was establishe

6. Amendments
to Constitution

Amendments to this Constitution:

• shall only be possible by a majority decision of members present at an AGM.
• shall be clearly set out in a written memorandum with reasons for the amendment submitted with the notice and agenda of the AGM to all members.
• may, if Exco considers that the matter is urgent, be dealt with prior to an AGM by polling members on the basis of electronic or postal vote.
  In such a case a 'no response' will be deemed to be equal to a 'yes response'. A 'negative response' must be recorded by electronic or postal statement.
• may be modified at the AGM if in discussion of the proposed amendment a majority is in favour of such amendment to the proposed amendment.

7. Obejctives

The main objects of Friends of the Moreletaspruit shall be:

• to act as custodians and tenants of the Moreletaspruit (Lynnwood Road to N4) nature area and in so doing to promote interest in and concern for the conservation, use and maintenance of the area.
• to promote public participation in the caring philosophy for the area that is the cornerstone of our mission.
• to liaise with the landowners in respect of the requirements for the conservation, use and maintenance of the area.
• to provide material assistance to the landowners, wherever possible, in fulfilling their obligation to properly conserve, use and maintain the area.
• to take such measures in conjunction with the landowners as may be appropriate to ensure sound environmental/conservation management and usage of the area.
• to liaise with other organisations with similar objectives in advancing the concepts of the Wildlife and Environmental Society of South Africa.
• to develop, in conjunction with the landowners, an overall management plan for the area and to assist in ensuring the implementation of the management plan.
• to raise funds for specific projects aimed at restoring, maintaining, using and conserving the area for the benefit of the members and public.
• to alert the landowners to any activities that may have an impact on the area and which are not in keeping with this constitution or the concepts envisaged by the Wildlife and Environment Society of South Africa.
• keeping members abreast of news and developments by means of a regular newsletter.
• arranging activities, including talks by specialists, that will contribute to the knowledge of the area.

8. Finances

• The Exco shall arrange the opening of a suitable bank account for the deposit of all funds received in the form of subscriptions, levies, donations and other financial contributions.
• All expenditure in excess of an amount determined from time to time by Exco shall require the prior authorisation of the Treasurer and one other person of Exco.
• A financial statement giving details of all income and expenditure shall be presented in a format agreed by Exco at each Exco meeting.
• An audited set of financial statements shall be presented to the members at the AGM.

9. Dissolution

In the event of a cessation of the active existence of Friends of Moreletaspruit (Lynnwood Road to N4), or of its proposed dissolution , any remaining members shall notify the landowners and the WESSA of the intended dissolution.

All remaining funds of Friends of Moreletaspruit (Lynnwood Road to N4) shall become the property of the Wildlife and Environmental Society of South Africa to be administered as WESSA shall determine in maintaining the Moreletaspruit (Lynnwood Road to N4) nature area.