CONSTITUTION OF THE ASSOCIATION OF
CAMBRIDGE EDUCATORS IN SOUTHERN
AFRICA
(Association not for gain)
1.
Name
1.1.
The name of the Association shall be
"The Association of Cambridge Educators in Southern Africa".
The short form of the name shall be "ACESA".
1.2.
The Association is an association not
for gain.
2.
Objects
The objects of the Association shall
be:
2.1
to promote, encourage and protect the
interests of members, to assist and encourage co-operative action, to deal with
each and all such matters as may affect the common interests of the members;
2.2.
to collect and disseminate any
information likely to be of use to members;
2.3.
to liase with UCLES on behalf of
members;
2.4.
to facilitate applications to UCAS and
to the South African Matriculation Board;
2.5.
to do or perform all such other acts,
deeds, things, or functions as may be conducive to the interests of members or
incidental to any of the objects of the Association.
3.
Definitions
3.1.
"Chairperson" means the chairperson of
the Association who, by virtue of that office, is also the chairperson of the
executive committee.
3.2.
"executive committee" means the
executive committee contemplated in clause 8;
3.3.
"office-bearers" means the chairperson,
vice-chairperson, the other members of the executive committee, and the auditor
of the Association
3.4.
"officials" means the secretary, the
treasurer and other employees of the Association;
3.5.
"Cambridge Educators" means any
individuals or schools providing tuition preparing learners for Cambridge examinations;
4.
Membership
4.1.
Employers engaged in the Cambridge system shall be
eligible for membership to the Association.
4.2.
Applications for membership shall be
lodged in writing to the secretary.
4.3.
Applications for membership shall be
considered by the executive committee within one month of receipt thereof.
4.4.
If admission to membership is refused
by the executive committee, the applicant shall be notified and shall have the
right of appeal to the next general meeting of the Association.
4.5.
An employer who has resigned or been
expelled from the Association may be re-admitted to membership on such
conditions as the executive committee may determine. When the applicant for
re-admission considers the conditions fixed by the executive committee
unreasonable, it may appeal to the next general meeting of the Association.
4.6.
Whenever an appeal is lodged in terms
of 4.4 or 4.5 of this clause, the appellant shall be afforded the opportunity
to state its case personally at the general meeting.
5.
Subscriptions
The subscriptions payable by members of
the Association shall be:
5.1
Annual subscriptions to defray the
costs of administrative services shall be R1 320-00 per annum per school.
5.2.
The annual subscription is payable in
advance and by no later than the 1st March in any financial year.
6.
Representation
of members
6.1.
Before each annual general meeting,
each member shall notify the secretary in writing of the name of its nominated
representative and an alternate for the ensuing year.
7.
Meetings
7.1.
A general meeting of members of the
Association shall be held at least once every three months on a date to be
fixed by the chairperson. Special general meetings shall be cancelled whenever
desired by the majority of the executive committee.
7.2.
Notices of general meetings showing the
business to be transacted thereat shall be given to members in writing by the
secretary not less than 21 days before the dates of such meeting provided that
in the case of special general meetings such shorter written notice, being not
less than 24 hours, as may be decided by the chairperson, may be given, and that
in the case of the annual general meeting at least two weeks' notice shall be
given.
7.3.
The annual general meeting of the
Association shall be held in the month of March in each year or as soon as
possible thereafter, but not later than the month of April in each year.
7.4.
All motions at the general meeting
shall be read to the meeting. No motions shall be considered unless seconded.
All matters forming the subject of motion shall be decided by the majority of
votes of those members present. In all cases when elections are held, vacancies
will be filled by those candidates who received the highest number of votes
recorded either by a show of hands or by a second ballot, as may be decided by
the members present at the meeting.
7.5.
No member shall be allowed to speak for
longer than 30 minutes on any matter unless a majority of those present agrees.
7.6.
All matters on which this constitution
is silent shall be decided by the majority vote of the members present at the
general meeting.
7.7.
The executive committee shall ordinarily
meet at least once every three months on a date to be fixed by the chairperson.
Special meetings of the executive committee shall be called by the chairperson
whenever he/she deems it advisable or upon a requisition signed by no less than
four members of the committee, in which event the meeting shall be called
within 7 days of receipt of the requisition by the chairperson.
7.8.
The quorum for any general meeting
shall be a representation at the meeting of one quarter of the membership
present and, for meetings of the executive committee, four members. If within,
20 minutes of the time fixed for any meeting a quorum is not present, the
meeting shall stand adjourned to the same day in the next week (and if that day
is a public holiday then the next succeeding working day) at the same time and
place. At such adjourned meeting, of which written notice shall be given, the
members present shall form a quorum.
7.9.
At every general meeting the minutes of
the last preceding general meeting shall be read by the secretary and signed by
the presiding officer-bearer after confirmation. Minutes of meetings of
executive committee shall be similarly dealt with by that body.
7.10. The
proceedings of any meeting shall not be invalidated by reason of the
non-receipt by any member of the notice of such meeting.
7.11. A
general meeting may decide to zone the Association's area of jurisdiction into
caucus areas so as to permit the members, whose establishments are situated in
any such areas, to arrange of their own accord informal meetings to obtain each
other's views on matters which concern the Association, for each member's
guidance as to what action might be taken by such member when participating in
any decision of the Association on such matters. No executive function shall be
exercised by any such caucus meeting of members, nor shall meeting have
authority to collect or disburse funds.
8.
Executive
Committee
8.1.
The management of the affairs of the
Association between general meetings shall be vested in an executive committee
consisting of the chairperson, the vice-chairperson and then a maximum of 8
other members to total 10 Committee Members, who shall be elected at the annual
general meeting of the Association and shall hold office for one year. They
shall be eligible for re-election on termination of the period of office. Executive
Committee may co-opt, during their period of office, other members up to the
maximum if the maximum is not elected at the AGM. Each such member must be
endorsed by the existing Executive Committee. Should endeavor to include a
regional representative. The annual general meeting shall first elect the
chairperson of the Association for the ensuing year and then the
vice-chairperson. Only one vote per centre will be accepted when voting for the
Executive Committee.
8.2.
Vacancies occurring on the executive
committee shall be filled at the first ensuing general meeting. A member
appointed to fill a vacancy shall hold office for the unexpired term of office
to which he or she has been elected.
8.3.
Nominations for membership of the
executive committee shall, subject to the provisions of 8.2, be lodged in
writing with the secretary at least 7 days before the date of the annual
general meeting. Further opportunity will be given at the Association's AGM for
additional proposed, seconded and accepted nominations to be put forward.
8.4.
A member of the executive committee
shall ipso facto vacate his or her
seat in any one of the following circumstances:
8.4.1. on
resignation from membership of the Association;
8.4.2. on
suspension or expulsion from membership of the Association
8.4.3. on
absenting him or herself without permission of the executive committee from
three consecutive general meetings or meetings of the executive committee;
8.4.4. upon
ceasing to practice in the Cambridge
education system;
8.4.5. on
ceasing to be in good standing; and
8.4.6. On
resigning by giving one month's written notice to the secretary.
8.5
The executive committee shall, subject
to the general direction and control of general meetings and the provisions of
this Constitution, have power:
8.5.1. to
engage and dismiss officials of the Association, to fix their remuneration and
to define their duties;
8.5.2. to
appoint from time to time such sub-committees as it may deem fit for the
purpose of investigating and reporting on any matter referred to them by the
executive committee.
9. Chairperson
9.1 Chairperson
9.1.1. preside
at all meetings at which he or she is present;
9.1.2. enforce
observance of the Constitution of the Association;
9.1.3. sign
minutes of meetings after confirmation;
9.1.4. endorse
all accounts for payment after approval by the executive committee;
9.1.5. sign
all cheques on the banking account of the Association; and
9.1.6. generally
exercise supervision over the affairs of the Association and perform such other
duties as the usage and custom pertain to the office.
He or she shall not have a deliberate
vote, but shall, in the event of equality of voting, have a casting vote.
9.2
Vice-chairperson
The vice-chairperson shall exercise the
powers and perform the duties of the chairperson in the absence of the latter.
9.3
Secretary
The secretary shall be nominated by the
executive committee and shall:
9.3.1. keep
such records, books and accounts as may be prescribed by the executive
committee;
9.3.2. receive
requisitions for meetings, issue notices of meetings, conduct all
correspondence of the Association, keeping originals of letters received and
copies of those despatched and at each meeting of the executive committee read
the correspondence which has taken place since the previous meeting;
9.3.3. attend
all meetings and record minutes of the proceedings;
9.3.4. keep
a register of members and record therein every members address, date of
enrolment, entrance fee paid and, in respect of every year, the subscription
paid by such member, and, in the event of resignation or expulsion of a member,
a date thereof;
9.3.5. collect
subscriptions;
9.3.6. issue
official receipts for all monies received;
9.3.7. bank
all monies within three days of receipt;
9.3.8. submit
reports in regard to the financial position of the Association to the executive
committee not less than once every three months;
9.3.9. Prepare
the financial statements referred to in 10.8 of the Constitution.
9.3.10.Perform
such other duties as the executive committee or a general meeting may direct.
The secretary may resign on giving one
months notice in writing to the executive committee and may be discharged by
the executive committee on a similar notice being given, provided that he or
she may be summarily discharged for serious neglect of duty or misconduct.
9.4
Treasurer
The executive committee may nominate a
treasurer to undertake such of the duties scheduled to be performed by the
secretary as normally are undertaken by a treasurer, or as may be allocated by
the executive committee. The terms of employment of the secretary shall apply mutatis mutandis to the treasurer.
9.5
Auditor
The auditor shall be appointed annually
at the annual general meeting and shall perform the usual duties of an auditor
and such additional duties as may be required under the Constitution.
9.6
Acting Chairperson
In the event of both the chairperson
and the vice-chairperson being unable, either temporarily or permanently, to
perform their duties, the executive committee shall nominate a member of the
Association to act as chairperson. Such appointment shall, unless it is of a
temporary nature, be subject to confirmation or otherwise at the first ensuing
general meeting.
10. Finance
10.1.1 All
amounts due to and collected on behalf of the Association shall be paid to the
secretary and/or treasurer, who shall deposit them in such bank as may de
decided upon by the executive committee.
10.1.2 The
funds of the Association shall be applied to the payment of expenses, the
acquisition and disposal of property and the objects specified in clause 2 or
for such other purposes as may be decided upon the members voting by ballot.
10.2 Finance
Secretary
10.2.1 make
the financial statements and the auditors report available to the members for
inspection
10.2.2 submit
the financial statements and the auditor's report to a general meeting of the
members of the Association for approval.
10.2.3 A
member, who resigns or is expelled from the membership, shall have no claim on
the funds of the Association.
11.
Discipline
11.1. Members
11.1.1.1. A
member may be suspended or expelled as may be determined by the executive
Committee:
11.1.1.2. if
it fails, within 14 days of demand in writing by the secretary, to pay
subscriptions which are more than three months in arrear;
11.1.1.3. if
it infringes any of the terms of this Constitution or acts in a manner which is
detrimental to the interests of the Association or its members;
provided that there shall be a right of
appeal against suspension or expulsion to the first ensuing general meeting.
Notice of any such appeal shall be given to the secretary in writing within 14
days of the date on which the decision of the executive committee was
communicated to the person concerned.
11.1.2
No member may be suspended, or expelled
unless it has been afforded an opportunity to state its case personally at a
meeting of the executive committee, of which it has received not less than 14
days notice in writing from the secretary. The matter with which the member is
charged shall be set out in such notice.
11.1.3
A member who has appeared before the
executive committee in accordance with 11.1.2 if it is dissatisfied with the
decision of the executive committee and has lodged an appeal in the manner
herein provided, shall have the right to re-state its case personally to the
general meeting which it considers the matter.
11.1.4
A member shall be entitled to call
witness in support of its case, when attending a meeting of the executive
committee or a general meeting in terms of 11.1.1 or 11.1.2 of this clause, as
the case may be.
11.1.5
Any decision taken by the executive
committee in terms of this clause shall, when an appeal has been lodged, be
subject to ratification or otherwise by a general meeting.
11.1.6
Upon expulsion of a member, all monies
due to the Association by such member shall become payable. If payment thereof
is not made within 30 days, the executive committee may take such steps, as it
deems necessary to secure a settlement.
11.1.7
A member shall cease to be entitled to
any of the benefits of membership, including the right to vote, and shall be
deemed to be out of good standing:
11.1.7.1
if the subscription or other charges
due by it to the Association are more than three months in arrear;and
11.1.7.2 the member has been suspended in terms of this
Constitution.
11.1.8
In the event of the subscriptions or
other charges due to the Association by a member being more that three months
in arrear, it shall continue to be subject to the disabilities imposed by
11.1.7 until all arrears have been paid.
11.2
Office bearers
11.2.1
When a member is of the opinion that
any office-bearer is not performing his/her duties satisfactorily, the member
will be entitled to put a vote in general meeting a motion for the removal from
the office of the office-bearer, provided that at the written request of not
less than one-third of the members, a ballot shall be taken to determine
whether or not the office-bearer shall be removed from the office.
11.2.2
If an office-bearer is removed from
office, he or she may appeal to the first ensuing general meeting. Notice of
any such appeal shall be given to the secretary in writing within 14 days of
the date on which the office-bearer was removed from office.
11.2.3
The provisions of 11.2.1 shall apply mutatis mutandis to a motion, put to the
vote, in favour of reinstatement of an office-bearer who has been removed from
office.
11.3
Officials
11.3.1
if the secretary is discharged by the
executive committee, he/she may appeal to the first ensuing general meeting.
Notice of any such appeal shall be given to the chairperson in writing within
14 days of the date on which the secretary was discharged
11.3.2
the secretary may remove officials from
office on the following grounds:
11.3.2.1
misconduct;
11.3.2.2
incapacity; or
11.3.2.3
the operational requirements of the
Association.
11.3.3
Officials who are removed from office
on these grounds may appeal to the first ensuing meeting of the executive
committee.
12.
Resignation
A member may resign by giving one
month's notice in writing to the secretary, provided that no resignation shall
take effect until all monies due to the Association by the member concerned
have been paid.
13.
Winding-up
13.1 The
Association shall be wound up if at a ballot conducted in the manner prescribed
in the Constitution not less than three-fourths of the total number of members
of the Association vote in favour of a resolution that the association be wound
up.
13.2 If
a resolution for the winding-up of the Associatio0n has been passed or if for
any reason the Association is unable to continue to function the following
provisions shall apply:
13.2.1 The
liquidator appointed by the labour court shall call upon the last appointed
office-bearer of the Association to deliver to him/her the Association's books
of accounts showing, the assets and liabilities together with the register of
members showing, for the 12 months prior to the date on which the resolution
for winding-up was passed or to the date as from which the Association was
unable to continue to function, as the case may be (hereinafter referred to as
the date of dissolution), the membership fees paid by each member and his/her
address as the said date.
13.2.2 The
liquidator shall also call upon the said office-bearers to hand over to him/her
all unexpected funds of the Association's assets and the documents necessary in
order to liquidate the assets.
13.3 The
liquidator shall take the necessary steps to liquidate the debts of the
Association from the unexpected funds and any other monies realised from the
assets of the Association, and if the said funds and monies are insufficient
pay all creditors after the liquidator's fees and expenses of winding-up have
been met, the order in which creditors shall be paid shall be the same as that
prescribed in any law for the time being in force relating to the distribution
of the assets of an insolvent estate, and the liquidation's fees and the
expenses of winding-up shall rank in order as though the expenses were the
costs of sequestration of an insolvent estate.
13.4 After
the payment of all debts in the accordance with 13.3 the remaining funds, if
any, shall be distributed among the remaining members of the Association on the
basis of membership fees actually paid during the 12 months prior to the date
of dissolution.
13.5 After
the payment of all the liabilities any assets that cannot be disposed of in
accordance with the provisions of this clause shall be realised by the
liquidator and the proceeds paid to the Commission for Conciliation, Mediation
and Arbitration in accordance with section 103(5) of the Act.
13.6 The
liability of members shall for the purposes of this clause be limited to the
amount of subscriptions due by them to the Association in terms of this
Constitution as at the date of dissolution.
14. Amendments
14.1 Any
of the provisions of this constitution may be repealed, amended or added to in
any manner by resolution of a general meeting of the Association, provided that
at least 14 days' notice of any proposed alteration shall have been given to
members. If within that period one quarter of the members demand in writing
that a ballot shall be taken. If a majority of the members of the Association
in good standing in the resultant ballot vote in favour of the proposal, the
amendments shall, subject to the approval of the Registrar, become effective.
14.2 No
amendments or additions shall have any force or effect until certified in terms
of section 101(3) of the Act.
15. Confidentiality
The members, office-bearers, officials,
members of the executive committee and the representatives of the Association
shall keep secret the confidential information of the Association to which they
become privy and shall not disclose it unless authorised in writing by the
Association or in compliance with any law.
16. Indemnity
The members, office-bearers, officials,
members of the executive committee and representatives of the Association shall
be indemnified by the Association out of its funds against any liability they
incur in consequence of their acts or omissions preformed in good faith in the
discharge of their duties as such.
17.
General
Whenever it appears that through
inadvertence, negligence or due to any other cause, any of the terms of this
Constitution have not been observed by the members, office-bearers, officials
or representatives of the Association, and, as a result of such non-observance,
the Association is unable to function constitutionally in any respect, either
wholly or partly, by reason of:
17.1 the
non-existence of its executive committee through lapse of time and the failure
to elect the successor to the said executive committee as required by this
constitution;
17.2 any
vacancy in any office which the Association is unable at any time to fill, by
reason of the requirements of this constitution; or
17.3 any
other set of circumstances arising by reason of such non-observance
any office-bearer, official, member or
representative of the Association may if he or she is satisfied that the
Association, but for such non-observance, would be capable of functioning and
that the majority of members thereof are desirous that it should continue to
function, issue such directions as to the procedure to be observed in order to
enable the Association to function, as he or she may deem desirable, provided
that, in so doing he or she shall advise a procedure which shall as nearly as
possible, having regard to the circumstances, conform to the provisions of this
constitution and provided, further, that any action taken in terms hereof shall
not prejudice any claim of a creditor of the Association.
