1. NAME
1.1 The organisation hereby constituted shall be called the Payback Foundation (hereinafter referred to as 'the organisation').
1.2 Its shortened name will be PBF.
1.3 The organisation shall be a body corporate, which shall:
1.3.1 exist in its own right, separately from its members;
1.3.2 continue to exist even when its membership changes and there are different office-bearers;
1.3.3 be able to own property and other possessions;
1.3.4 be able to sue and be sued in its own name.
2. OBJECTIVES
2.1 The principal objective of the organisation shall be to organise, implement and promote projects to assist and empower persons living with HIV and AIDS, especially children, in the enjoyment of their human rights and the promotion of a healthy standard of living for them.
2.2 In order to accomplish this objective, the organisation's ancillary objectives are to:
2.2.1 solicit or accept funds from any individual or body or persons in the Republic of South Africa or in countries which have diplomatic ties with the Republic of South Africa;
2.2.2 accept bequests in cash or in kind;
2.2.3 remunerate or pay gratuities to any person or persons for services rendered, as contracted by the Management Committee;
2.2.4 purchase, accept donations of and otherwise acquire and take on, lease or hire such property, whether movable or immovable, as may be considered to be necessary or desirable in the interests of fulfilling the objective of the organisation provided that no immovable property may be acquired for the purpose of acquiring rental therefrom;
2.2.5 dispose of assets of the organisation by sale, donation, exchange or any other manner not inconsistent with the objective of the organisation;
2.2.6 invest any available funds of the organisation in such manner as may be decided, provided that the organisation shall not engage in speculative transactions or trading activities;
2.2.7 affiliate to, or become a member of, or make contact with any other organisation, association, professional body or network which has similar aims and objectives to that of the organisation;
2.2.8 delegate authority to perform any of the acts which may be carried out by the organisation to any individual or body of persons.
3 INCOME AND PROPERTY
3.1 The organisation shall keep records of all its assets.
3.2 The organisation's income and property shall not be distributable to its members or office-bearers, except as reasonable compensation for services rendered.
3.3 Members and office-bearers of the organisation shall have no rights in the property or other assets of the organisation solely by virtue of their being members or office-bearers.
4. MEMBERSHIP AND GENERAL MEETINGS
4.1 If a person wants to become a member of the organisation, she or he may apply to the organisation's Management Committee, who shall have the right to refuse membership to any person.
4.2 Members of the organisation may attend its annual general meetings, at which the policy of the organisation is determined.
5. MANAGEMENT
5.1 A Management Committee will attend to the day-to-day management of the organisation. The Management Committee will be made up of not less than three (3) members. They shall be the office bearers of the organisation.
5.2 The three members of the Management Committee are:
5.2.1 Peter Skaarup
5.2.2 Louis de Villiers
5.2.3 Glenn Ashton
5.3 Office-bearers will serve for one year terms, and may stand for re- election for further terms.
5.4 If a member of the Management Committee does not attend three Management Committee meetings in a row, without having applied for and obtained leave of absence from the Management Committee, then the Management Committee will appoint a new Management Committee member to replace that person.
5.5 The Management Committee shall meet at least once a month. More than half the Management Committee members need to be at the meeting to make decisions that are allowed to be carried forward. This constitutes a quorum. In the event of the Management Committee having only three members, two Management Committee members shall constitute a quorum.
5.6 Minutes will be taken at every meeting to record the Management Committees decisions. The minutes of each meeting shall be given to Management committee members at least two weeks before the next meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the Management Committee, and shall thereafter be signed by the chairperson.
5.7 The organisation shall have the right to form sub-committees. The decisions that sub-committees take must be presented to the Management Committee, who must decide whether to agree to them or not at its next meeting. This meeting should take place soon after the sub-committee's meeting. By agreeing to decisions the Management Committee ratifies them. The sub-committees must regularly report back to the Management Committee on their activities.
5.8 All members of the organisation shall abide by decisions that are taken by the Management Committee.
6. POWERS OF THE ORGANISATION
The Management Committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number 2 of this constitution. Its activities must abide by the law.
6.1 The Management Committee has the power and authority to raise funds or to invite and receive contributions.
6.2 The Management Committee has the power to make rules for proper management, including procedures for the application for, approval of and termination of membership.
6.3 The organisation will decide upon the powers and functions of office-bearers.
7. MEETINGS AND PROCEDURES OF THE COMMITTEE
7.1 The Management Committee must hold at least two ordinary meetings per year.
7.2 The chairperson, or a member of the Management Committee, may call a special meeting. They must let the other Management Committee members know the date of the proposed meeting not less than 21 days before it is due to take place. They must also tell the other members of the committee which issues will be discussed at the meeting. If, however, one of the matters to be discussed is to appoint a new Management Committee member, then the person calling the meeting must give the other committee members not less than 30 days notice.
7.3 The chairperson shall act as the chairperson of the Management Committee. If the chairperson does not attend a meeting, then members of the committee who are present choose which one of them will chair that meeting. This must be done before the meeting starts.
7.4 There shall be a quorum whenever such a meeting is held.
7.5 When necessary, the Management Committee will vote on issues. If the votes are equal on an issue, then the chairperson has a deciding vote.
7.6 Minutes of all meetings must be kept safely and always be on hand for members to consult.
8. ANNUAL GENERAL MEETINGS
The annual general meeting must be held once every year, towards the end of the organisation's financial year.
The organisation should deal with the following business, amongst others, at its annual general meeting:
8.1 agree to the items to be discussed on the agenda;
8.2 record who is in attendance at the meeting and who has sent apologies because they cannot attend;
8.3 read and confirm the previous meeting's minutes with matters arising;
8.4 receive the chairperson's report;
8.5 receive the treasurer's report;
8.6 decide any changes to the constitution that members want to make;
8.7 elect new office-bearers;
8.8 general;
8.9 close the meeting.
9. FINANCE
9.1 The organisation's financial transactions must be conducted by means of a banking account.
9.2 An accounting officer shall be appointed at the annual general meeting. His or her duty is to audit and check on the finances of the organisation.
9.3 The treasurer's job is to control the day to day finances of the organisation. The treasurer shall arrange for all funds to be put into a bank account in the name of the organisation. The treasurer must also keep proper records of all the finances.
9.4 The management committee, under guidance of the Treasurer,shall determine from time to time who has signing powers for the organization on its bank account.
9.5 The financial year of the organisation ends on the 28th day of February of each year.
9.6 The organisation's accounting records and reports must be ready and handed to the Director of Nonprofit organisations within six months after the financial year end.
9.7 If the organisation has funds that can be invested, the funds may only be invested with registered financial institutions, listed in section 1 of the Financial Institutions (Investment of Funds) Act, 1984. The organisation can obtain securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985.
10. CHANGES TO THE CONSTITUTION
10.1 The constitution can be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds of the members who are at the annual general meeting or special general meeting. Members must vote at this meeting to change the constitution.
10.2 No change to the constitution is allowed which may reasonably jeopardise the organisation's status as a non-profit organisation or as a tax exempt organisation.
10.3 Two thirds of the members shall be present at a meeting ('the quorum') before a decision to change the constitution is taken. Any annual general meeting may vote upon such a motion, if the details of the changes are set out in the notice referred to in 7.3.
10.4 A written notice must go out not less than fourteen (14) days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes to the constitution that will be discussed at the meeting.
10.5 No amendments may be made which would have the effect of making the organisation cease to exist.
11. DISSOLUTION / WINDING UP
11.1 The organisation may be dissolved or wound up if at least two thirds of the members present and voting at a meeting convened for the purpose of considering such matter, are in favour of the organisation being dissolved or wound up.
11.2 When the organisation is wound up or dissolved, any assets remaining after all the organisation's liabilities have been met, must be transferred to another nonprofit organisation having similar objectives.
THIS CONSTITUTION WAS APPROVED AND ACCEPTED BY THE MEMBERS OF THE PAYBACK FOUNDATION'S MANAGEMENT COMMITTEE IN JANUARY 2004.
The original of this document is available for view at the Payback Foundation offices, Number 4 Nuttall Road, Observatory, Cape Town, South Africa.
