Constitution

  1. Background
    1. Tarka Development Group was formed following an Asset-Based Community-Driven Development Workshop in April 2014 funded by the Simanye Trust and pioneered by a vision of development for Tarkastad by the Tarka Action Group.
  2. Name
    1. The name of the organisation is “Tarka Development Group,” which can be shortened to “TDG,” hereinafter referred to as “the organisation”.
  3. Objectives
    1. The main objective of the organisation is poverty eradication.
    2. From this main objective, the following ancillary objectives are derived:
      1. Food security;
      2. Education and skills development;
      3. Infrastructure development;
      4. Economic growth and job-creation.
  4. Income and Property
    1. The organisation will keep a record of everything it owns.
    2. The organisation may not give any of its money or property to its Members or Office Bearers. The only time it may do so is when it pays for work that a Member or Office Bearer has done for the organisation. The payment must be a reasonable amount for the work that has been done.
    3. A Member or Office Bearer of the organisation may only get money back from the organisation for expenses that he or she has paid for on behalf of the organisation.
    4. Members or Office Bearers of the organisation do not have rights in the property or assets of the organisation solely by virtue of their being a Member or Office Bearer of the organisation.
    5. Members or Office Bearers of the organisation are not liable for any obligations and liabilities of the organisation solely by virtue of their being a Member or Office Bearer of the organisation.
  5. Legal Status
    1. The organisation is a body corporate with an identity and existence distinct from its Members and Office Bearers.
    2. The organisation will continue to exist notwithstanding changes in the composition of its Membership and / or Office Bearers, is able to own property and other possessions and is able to sue and be sued in its own name.
  6. Powers of The Organisation
    1. Through its Office Bearers, the organisation has the power to:
      1. Raise funds or to invite and receive contributions;
      2. Buy, hire or exchange for any property that it needs to achieve its objectives;
      3. Make by-laws for proper management, including procedures for application, approval and termination of membership;
      4. Exercise any action, within the confines of the laws of the Republic of South Africa, to achieve its objectives.
      5. An Annual General Meeting or Special General Meeting may assign powers and functions to Office Bearers where such powers and functions are not already assigned through this Constitution.
  7. Membership
    1. Eligibility
      1. Membership is open to any citizen of Tarkastad and any person with an interest in Tarkastad, subject to membership application rules that may be determined at an Annual General Meeting, Special General Meeting, or by the Office Bearers from time to time. Such rules may include, but is not limited to, disclosure of personal information by the prospective Member, and payment of membership fees.
      2. Membership may be denied in compliance with membership rules, with a reason for such denial having to be supplied to the applicant.
    2. Rights and Duties
      1. Member rights and duties must be documented and communicated to Members from time to time in accordance with policy decisions at Annual General Meetings, Special General Meetings, or by the Office Bearers.
      2. All Members have the right to attend all meetings and participate in them, however not the right to vote in any meeting among the Office Bearers, unless the Member is an Office Bearer or Founding Member. All Members have the right to attend and responsibility to participate in the Annual General Meeting or any Special General Meeting, including voting on policy issues and for Members proposed as Office Bearers.
    3. Founding Members
      1. Founding Members are the first Office Bearers of the organisation
        1. Chairperson: Garvin Willemse
        2. Deputy Chairperson: Yolanda Cimilanga
        3. Treasurer: Jennifer van Heerden
        4. Deputy Treasurer: Sibabalwe Skomolo
        5. Secretary: Dawid Fourie
        6. Deputy Secretary: Vuyokazi Msizi
      2. Founding Members will have an inalienable voting right in all meetings among Office Bearers for the duration of their natural life. Their presence at such meetings is not required to achieve a quorum.
    4. Termination
      1. Membership may be suspended or terminated in accordance with membership policies and rules which were in place at the time of commencement of membership or was voted into effect at an Annual General Meeting or Special General Meeting during membership.
      2. All policies and rules must be documented and communicated to Members.
      3. Where a Member may be suspended or terminated, the Member must be served with notice of the meeting, including date, time and location, where the matter will be decided no less than fourteen calendar days prior to the meeting.
      4. A Member who faces suspension or termination has the right to make representations to the meeting where his or her suspension or termination will be decided upon, and may request referral of the matter, at own cost, to an independent ombudsman or arbitrator whose finding will be binding on all parties.
  8. Office Bearers
    1. Eligibility
      1. Office Bearers of the organisation must be elected from its Members at an Annual General Meeting or Special General Meeting. A minimum of six Office Bearers must be elected, as described in Section 8 of the Constitution.
      2. For each office, a minimum of one Member and a maximum of three may be proposed as candidates. Proposals for each position must be submitted by anonymous ballot no later than seven calendar days before the Annual General Meeting or Special General Meeting.
      3. Any Member may be elected, provided that:
        1. Such Member is over 18 years of age;
        2. Such Member has not has not been an Office Bearer of the same office for five terms, each term being three years, whether consecutive or not;
        3. Such Member has not resigned from a previous appointment to an office more than three times;
        4. Such Member has no pending membership disciplinary action against him or her;
        5. Such Member has been a citizen of Tarkastad for no less than the preceding calendar year;
        6. Such Member is a natively born South African, or has acquired South African citizenship;
        7. Such Member has not been directly employed by any government institution in South Africa in any capacity for no less than the preceding two calendar years. This exclusion does not apply to employees of government-funded projects, consultants to government, implementing agents of government, and other similar situations where the Member is not a direct employee of a government department or institution;
        8. Such Member does not have any criminal convictions or pending criminal cases against him or her;
        9. In the case of the Chairperson and Treasurer, such Member does not have any adverse financial history which may prohibit their suitability as custodians of the organisation’s finances.
    2. Chairperson
      1. The Chairperson is the executive of the organisation responsible for managing the implementation of all decisions made. In this task, the Chairperson has the right to invoke the assistance of suitably qualified individuals and institutions whenever necessary to fulfil his or her functions.
      2. The Chairperson is responsible for calling a minimum of four meetings a maximum of three months apart per financial year, of which a minimum of one must be an Annual General Meeting.
      3. The Chairperson chairs all meetings, and is responsible for facilitating the proper functioning of all meetings. Where decisions need to be made and is based on a vote, the Chairperson has a casting vote whenever the vote is hung.
      4. The Chairperson has a duty to encourage and ensure that all points of view are expressed and considered at meetings.
      5. The Chairperson is responsible for the finances of the organisation in conjunction with the Treasurer. The Chairperson is responsible for all business matters of the organisation in conjunction with the Secretary.
      6. Wherever there is uncertainty on whether a transaction is categorised as business or financial, the Chairperson must make a ruling, which is binding and must be documented.
      7. The Chairperson must be a signatory on all business and financial documents to bind the organisation to their content.
      8. The Chairperson accounts to the Members at an Annual General Meeting or Special General Meeting.
    3. Deputy Chairperson
      1. The Deputy-Chairperson assumes the role of Chairperson whenever requested to do so by the Chairperson, with the specific exclusion of any control over or responsibility for the organisational finances.
      2. The Deputy-Chairperson has the specific duty to manage Members in accordance with Section 7 of the Constitution, especially regarding the evaluation and recruitment of new Members.
      3. The Deputy-Chairperson may not be a signatory on any business or financial documents.
      4. The Deputy-Chairperson accounts to the Chairperson.
    4. Treasurer
      1. The Treasurer has the specific duty to advise on financial matters, develop and propose financial policies, implement any financial decisions made, make and receive payments in accordance with any policies implemented, and ultimately ensure an unqualified annual audit for the organisation.
      2. The financial year of the organisation ends on the last day of February every year. The Treasurer must ensure that an audit is completed within six calendar months of the end of the financial year.
      3. Financial transactions of the organisation is to be conducted by means of a banking account in the organisation’s name, in addition to any petty cash systems that may be devised.
      4. If the organisation has funds that can be invested, the funds may only be invested with registered financial institutions.
      5. The Treasurer specifically has no control over or responsibility for any business matters attended to by the Secretary, and is expected to work closely with the Secretary wherever there may be any overlap of functions.
      6. The Treasurer must be a signatory on financial documents to ensure their validity, and may be a signatory on business documents if a policy has been adopted at an Annual General Meeting or Special General Meeting to this effect.
      7. The Treasurer accounts to the Chairperson.
    5. Deputy Treasurer
      1. The Deputy Treasurer assumes the role of Treasurer whenever requested to do so by the Treasurer, with the specific exclusion of any control over or responsibility for the organisational finances.
      2. The Deputy Treasurer has the specific duty to investigate and advise on new sources of income for the organisation in accordance with Section 3 of the Constitution. In this duty, the Deputy Treasurer is expected to work closely with the Deputy Secretary.
      3. The Deputy Treasurer may be a signatory on financial documents if a policy has been adopted at an Annual General Meeting or Special General Meeting to this effect, but may not be a signatory on business documents.
      4. The Deputy Treasurer accounts to the Treasurer.
    6. Secretary
      1. The Secretary has the specific duty to advise on business matters, develop and propose business policies, assist the Chairperson with the implementation of any business decisions made and business policies accepted and ultimately ensure the smooth day to day running of the organisation.
      2. The Secretary specifically has no control over or responsibility for any financial matters attended to by the Treasurer, and is expected to work closely with the Treasurer wherever there may be any overlap of functions.
      3. The Secretary must be a signatory on business documents to ensure their validity, and may be a signatory on financial documents if a policy has been adopted at an Annual General Meeting or Special General Meeting to this effect.
      4. The Secretary accounts to the Chairperson.
    7. Deputy Secretary
      1. The Deputy Secretary assumes the role of the Secretary whenever requested to do so by the Secretary, with the specific exclusion of any control over or responsibility for the organisational business.
      2. The Deputy Secretary has the specific duty to investigate and advise on new business ventures for the organisation in accordance with Section 3 of the Constitution. In this duty, the Deputy-Secretary is expected to work closely with the Deputy Treasurer.
      3. The Deputy Secretary may be a signatory on business documents if a policy has been adopted at an Annual General Meeting or Special General Meeting to this effect, but may not be a signatory on financial documents.
      4. The Deputy Secretary accounts to the Secretary.
    8. Additional Office Bearers
      1. The Chairperson may appoint and terminate duties of additional Office Bearers at his or her discretion.
      2. These Office Bearers must be Members of the organisation.
      3. These Office Bearers will not having voting rights at meetings among Office Bearers.
      4. These Office Bearers will have no executive powers.
    9. Termination of Duties
      1. The Office Bearers serve for a maximum period of three years from the date of election before a new election must be held. Office Bearers may be re-elected in the same position a maximum of five times, whether consecutive or not.
      2. An Annual General Meeting or Special General Meeting may decide to elect new Office Bearers if a minimum of 65% of Members present opt to do so.
      3. Should the Chairperson, Treasurer or Secretary resign during their period in office, their deputy will assume their role and a new deputy will be appointed from Members at the discretion of the Chairperson.
      4. Should an Office Bearer fail to attend three consecutive meetings without a reason being supplied which is acceptable to a majority of the other Office Bearers present, such Office Bearer may be replaced on the same principle as when an Office Bearer resigns.
    10. Personal Liability
      1. Office Bearers are not personally liable for any loss suffered by any person as a result of an act or omission which occurs in good faith while the Office Bearer is performing functions for or on behalf of the organisation.
  9. Accountability
    1. Office Bearer Meetings
      1. A meeting among Office Bearers must be held no less than once every three calendar months, which includes the Annual General Meeting.
      2. Decisions at these meetings will be made by manner of voting, with the Chairperson having a casting vote when decisions are hung. Office Bearers who are also operational staff do not have a voting right during meetings.
      3. No less than the Chairperson or Deputy Chairperson and; the Treasurer or Deputy Treasurer and; the Secretary or Deputy Secretary must be present for a quorum.
      4. Minutes of all meetings must be taken by the Secretary or Deputy Secretary. The minutes of the last meeting must be given to Office Bearers and Founding Members a minimum of fourteen calendar days before the next meeting, along with the agenda for the next meeting. At the next meeting, the minutes of the previous meeting must be confirmed as a true reflection of proceedings and decisions made at the previous meeting and must then be signed by the Chairperson and Secretary and kept on file for a minimum of ten years.
      5. The Office Bearers have the right to form sub-committees or working groups. These sub-committees or working groups may present findings and recommendations to the Office Bearers, which will make decisions based on these findings and recommendations. Sub-committees must consist of no less than three persons, who are not required to be Members of the organisation.
      6. Decisions made by the Office Bearers at these meetings are final and must be adhered to until such time as an Annual General Meeting or Special General Meeting overturns such a decision, which may only be done once the Office Bearers have justified their decisions in question to the Members present at such a meeting.
    2. Annual General Meetings
      1. One Annual General Meeting must be held once per year by the last month of the financial year. Notice must be distributed to Members individually no less than one calendar month before the meeting, informing Members of its date, time and location.
      2. Unless amendments to the Constitution or dissolution of the organisation will be discussed, 60% of registered Members represent a quorum at an Annual General Meeting.
      3. At this meeting, the following items are compulsory agenda items:
        1. Establishment of a quorum;
        2. Agreement on agenda items to be discussed;
        3. Attendance register and apologies;
        4. Chairperson’s report which will deal with general business matters;
        5. Treasurer’s report which will deal with financial matters, specifically including the latest audited financial statements;
        6. Appointment of auditors for the next financial year;
        7. Any amendments Members may wish to make to the Constitution;
        8. Any decisions of the Office Bearers which the Members may wish to query;
        9. Election of new Office Bearers, if required;
        10. General matters;
        11. Closure of the meeting.
      4. Members may add any matters they wish to discuss to the agenda under Paragraph 9.2.3.2.
    3. Special General Meetings
      1. A Special General Meeting must be held when no less than 75% of registered Members request such a meeting through a formal petition to the Chairperson, which must state the reason for the requested meeting and include a proposed agenda, or if the Office Bearers decide by majority vote that one is required.
      2. A Special General Meeting may not be scheduled within 60 calendar days before or after an Annual General Meeting.
      3. Subject to Paragraph 9.3.2 of this constitution, the Chairperson must schedule a Special General Meeting to occur within 45 calendar days of receiving a formal petition, or after a vote by the Office Bearers, as described in Paragraph 9.3.1 of this Constitution.
      4. All Members of the organisation must be notified no less than thirty calendar days before a Special General Meeting of its date, time, location and purpose.
      5. Unless amendments to the Constitution or dissolution of the organisation will be discussed, 60% of registered Members represent a quorum at a Special General Meeting.
  10. Amendments
    1. Amendments to the Constitution may only be ratified at an Annual General Meeting or Special General Meeting where no less than 80% of registered Members are present, and no less than 80% of Members present agree with the amendments to be made.
    2. Proposed amendments to the Constitution must be communicated to Members no less than fourteen calendar days before a meeting where they will be decided upon.
    3. No amendment scrapping any of the eligibility criteria in Paragraph 8.1 of the Constitution may be made. Additional criteria may be added, which will also be protected from future scrapping by Paragraph 10.3 of this constitution. Paragraph 10.3 of the Constitution may not be altered.
  11. Dissolution
    1. The organisation may be dissolved if no less than 90% of registered Members are present at an Annual General Meeting or Special General Meeting, and no less than 90% of those Members vote in favour of the organisation being dissolved.
    2. Once a decision is made to dissolve the organisation, all debts must be paid, money owed to the organisation should be collected, and any money and / or property remaining must be donated to one or more registered non-profit organisations in Tarkastad with similar objectives as the organisation, such organisation(s) to be chosen by the meeting which decides on the dissolution of the organisation.

This Constitution was accepted by the Founding Members of Tarka Development Group at a Special General Meeting held on 1 April 2016 at Tarkastad.