1. Name

The name of the Association shall be The Pennington Ratepayers' and Residents' Association (hereinafter referred to as the Association).

2. Characteristics

2.1 The Association shall be a legal body (universitas).

2.2 The Association will be comprised of Ratepayers and/or Residents domiciled in the Pennington area as defined below.

2.3 The Association shall remain independent from and free of any party political interests.

2.4 The Association shall be the collective voice of its members, representing them at all levels of Government as appropriate. It shall escalate unresolved problems at Local Government level to Provincial and/or National Government as appropriate whenever the situation demands it, or other authorities and service providers, such as Eskom and UGU, when necessary.

2.5 The Association shall be empowered to hold assets in its own name and individual members shall have no claim to these assets by reason of their membership of the Association.

2.6 The Association shall be capable of suing and being sued in its own name, and individual members of the Association may not be sued in their own right in respect of any Association business.

2.7. Every member of the Association, or any committee appointed by it, and every official of the Association, is hereby indemnified and held harmless by the Association against any personal liability incurred by him or her arising out of, or in connection with, due and diligent exercise by the member, or any such committee or official, of any of the powers and functions which are, or may be, conferred upon him or her by or pursuant to this Constitution.

2.8 The Association shall not conduct any business for gain and will apply to the relevant authority for the status of a "Non-Profit Organisation".

2.9 The Association is allowed to appoint service providers to carry out any services the Association may deem necessary.

2.10 The Association shall continue to exist even when its membership changes and there are different office bearers.

3. Objective

The objective of the Association shall be to determine, promote and protect the interests and concerns of the ratepayers and residents of Pennington.

4. Geographical Area

The Association will accept members that conform to its membership requirements from the following geographical area: the area between the N2 Highway on the West and the Sea Shore on the East, the Mzinto River to the North and the Sezela River to the South.

5. Membership and qualification

5.1 Membership may be held by any Ratepayer and/or Resident within the area as defined above.

5.2 A "Ratepayer" is defined as any person owning rateable property within the geographical area as defined above. A "Resident" is defined as anyone formally renting or leasing rateable property within the same area. A resident shall have the same voting privileges as a ratepayer.

5.3 Each rateable property shall be entitled to appoint one person as a member of the Association. The effect of this clause is that each rateable property has one vote at any General Meeting, subject to being up to date with subscriptions.

5.4 Membership shall be subject to the payment of an annual subscription as determined by the committee from time to time. The subscription shall be due and payable on 1st July each year and annual membership cards will be provided on payment of the subscription.

6. Committee

6.1 The affairs of the Association shall be managed by an Executive Committee of a minimum of five to a maximum of nine members including a Chairman, a Vice Chairman, a Treasurer and a Secretary. The Executive Committee shall be elected from ratepayer members only. The Executive Committee shall be elected at the Annual General Meeting. The four officers shall be appointed by the Executive Committee. The committee members shall be elected for a 2-year term and shall be eligible for re-election. Half of the elected Executive Committee shall retire by rotation annually. The Executive Committee may take on the power and authority that it believes it needs to achieve the objectives of the Association.

6.2 The Executive Committee shall meet whenever considered necessary by the Chairman, but not less than once every quarter

6.3 A Special Executive Committee Meeting shall be convened by the Secretary on a written request signed by three members of the Executive Committee. The request shall specify the reason for calling the meeting which shall then be held within ten days from the date of the request.

6.4 The Executive Committee shall have the authority to co-opt any suitable member of the Association for a specific purpose or to fill a vacancy on the Executive Committee and to appoint sub-committees for specific requirements. These sub committees will report to the Executive Committee and will function for limited periods only. Any specially appointed Sub-Committee that has "work-in- progress" at the year-end but is ongoing into the new financial year shall be ratified at any AGM held during this period.

6.5 Three Executive Committee (EXCO) members shall form a quorum. Should the EXCO Chairman be absent from any meeting, those present shall elect a chairman from those present at the meeting.

6.6 In the event of an even number of votes, the Chairman shall have a second or casting vote.

6.7 A memberof the Executive Committee who absents himself from three consecutive meetings without leave or valid reason to the satisfaction of the Executive Committee, shall be deemed to have resigned.

6.8 The committee shall have the power to institute, conduct, defend or abandon legal proceedings in the name of the assoclation.

6.9 The Executive Committee shall have authority to join any Combined Provincial or National Ratepayers Association if they deem it in the interests of the Association to do so.

6.10 Councillors or members of the Executive Committee of a political party shall not be eligible to serve on the Association's Executive Committee. However the sitting Councillor(s) for the Pennington area ward(s) may attend meetings by standing invitation without the right to vote and will be provided with copies of the minutes.

7. Annual General Meeting

7.1 The Annual General Meeting of the Association shall be held once in each calendar year within three months of the financial year end or such greater period as the committee may for good cause determine. Any person attending an Annual General Meeting may, with the permission of the Chairman, address it but only members may vote.

7.2 Minutes of all Annual General Meetings are to be recorded and ratified by members at the next Annual General Meeting. A draft copy is to be circulated by e-mail to members and be available for scrutiny at the Pennington Library within 30 days from the meeting date.

8. Committee Meetings

8.1 The committee meetings shall be held as often as is deemed necessary by the committee, but not less than once every three months.

8.2 Minutes of all Committee Meetings are to be recorded and ratified at the next Committee Meeting by those present.

8.3 A brief newsletter containing an update of the proceedings at the regular committee meetings and comments on other matters of interest shall be e-mailed to all paid-up members and made available for scrutiny at the Pennington Library within 15 daysfrom each meeting.

9. Special Meetings

9.1 Special General Meetings of the Association shall be held upon receipt by the committee of a request from not less than fifteen members, such request stating the purpose of the meeting.

9.2 Minutes of any Special General Meetings are to be recorded and ratified by members at the next Annual General Meeting.

10. Quorum

10.1 Twenty-five paid-up members shall constitute a quorum at any General Meeting.

10.2 If a quorum is not achieved at any meeting, a subsequent meeting shall be arranged for seven days later, without further notice as in 12.1, at which those present shall constitute a quorum.

11. Voting

11.1 Each paid up member is entitled to one vote. Should a member not be able to attend a meeting, he/she may give another member his/her proxy, which proxy shall be in writing and lodged with the secretary at least 24 hours before the meeting.

11.2 Any resolution put to the vote at any meeting shall be decided by a show of hands or/ as determined by the Chairman, by ballot.

11.3 The Chairman shall have a deliberative vote and, in the event of equality, a casting vote.

12. Notices

12.1 A minimum of seven days notice for all General Meetings in writing, specifying the venue, date and time of any meeting, shall be e-mailed to all members and prospective members of whom the Association may have the e-mail addresses. The Committee will also arrange for notices to appear in local newspapers. Non-receipt of such notice shall not invalidate or affect the proceedings of such meeting.

12.2 Notices shall contain an agenda detailing the purposes for which such meeting has been called.

13. Finances

13.1 The finances of the Association shall be raised by subscription, as envisaged in 5.4 above and by voluntary contributions.

13.2 The Association shall not incur liabilities in excess of the sum of its subscriptions, voluntary contributions and net assets and each member of the committee shall be responsible for making this clause known to any person with whom he deals on behalf of the Association and to whom this limitation of liability applies.

13.3 Members of the committee of the Association are indemnified by the Association against any liabilities incurred by them in the bona fide execution of their mandated duties, subject to 2.7 above.

13.4 Approval procedures and signatories for financial transactions shall be determined by the committee from time to time (subjecto the provisions of Clause 13.7 hereunder).

13.5 The Treasurer shall prepare financial statements on an annual basis and shall present these statements at the Annual General Meeting. These statements shall reflect the current financial situation and operations of the Association for the financial year. The statements of account will be verified by an independent and suitably qualified person.

13.6 The financial year of the Association shall be the twelve calendar months commencing on the first day of January every year.

13.7 The Association's financial transactions shall be conducted by means of a banking account. Two signatories will be required on any cheque drawn and the Executive Committee shall decide which of its members will have signing power.

13.8 The Association may not give any of its money or property to its members or office bearers other than to pay for work done or to compensate for out of pocket expenses on behalf of the Association. The payment must be a reasonable amount and all vouchers must be signed by either the Chairperson or the Vice-Chairpersn of the Association.

14. Alterations to the Constitution

14.1. This Constitution shall be in force as from the date of adoption hereof. No amendments, deletions or additions hereto shall be made other than as provided for in the agenda of a meeting, and as shall be approved by a two-third majority of a quorum at such meeting.

14.2 Notice of intent for changes to the Constitution shall be given to the Secretary in writing at least twenty-eight days prior to such meeting. Such notice shall contain the intended changes and motivation and reasoning for such change.

14.3 The Secretary shall distribute such information as is contained in 12.2 to all members at least twenty-one days prior to the meeting.

15. Dissolution

In the event of dissolution of the Association, all assets and funds in hand or invested shall, after settling all debts, be disposed of to another non-profit organisation with similar objectives in accordance with a resolution passed by a two-thirds majority at a General Meeting, provided that no funds revert back to the members of the Association.

16. Interpretation

Should any doubt arise as to the meaning or interpretation of any of the terms or provisions of the Constitution or any resolution of the Association or the Executive or any other committee appointed by the Executive, the decision of the Executive of the Association shall be final and binding.

17. Date of Commencement

This Constitution was adopted unanimously at the General Meeting of the Association held on 6 June 2011.

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