Constitution

1.1 The South African Association for Education Law and Policy (hereinafter the “Association” and / or “PBO”) is a voluntary association duly informed in the Republic of South Africa and is to be registered as a Public Benefit Organisation;

1.2 The Association is a juristic person and acquires rights and incurs duties and liabilities in its own name and shall exist separately from its members;

1.3 The Association shall be allowed to own property and other possessions in its own name;

1.4 The Association shall continue to exist despite any changes that take place in the composition of membership or office-bearers;

1.5 Legal action may be taken against the Association in its own name;

1.6 The management of the Association is, subject to this Constitution, vested in the executive committee and the general assembly provided for in this Constitution;

1.7 The Association subscribes to the values underlying the Republic, specifically those setout in the Preamble and section 1 of the Constitution of the Republic of South Africa, 1996.

2.1 “Association” means the South African Association for Education Law and Policy;

2.2 “Public benefit Organisation” / “PBO” means an organisation which is – a company formed and incorporated under section 21 of the Companies Act, 1973 (Act no 61 of 1973), or a trust or an association of persons that has been incorporated, formed or established in the Republic; or any branch within the Republic of any company, association, or trust incorporated, formed or established in terms of the laws of any country other than the Republic that is exempt from tax on income in that other country;

2.3 “Commissioner” means the Commissioner for the South African Revenue Service;

2.4 “SARS” means the South African Revenue Service;

2.5 “The Act” means the Income Tax Act No. 58 of 1962, as amended;

2.6 Unless the context otherwise requires, any words importing the singular number only, shall include the plural number and vice versa and words importing any one gender only, shall include the other gender.

3.1 The sole and principal object of the Association is to carry on any Public Benefit Activity indicated in the Ninth Schedule to the Income Tax Act in the interest of, and for the benefit of the education sector, with particular emphasis on;

3.1.1 making an effective contribution to the study and development of education law and education policy, including the promotion of human rights in education;

3.1.2 furthering the knowledge and understanding in these disciplines among stakeholders;

3.1.3 providing leadership in the field of education law;

3.1.4 raising funds to meet the aims and objectives of the Association;

3.1.5 providing scholarships, bursaries, awards and/or loans for study research and teaching as determined by the members of the Association.

3.2 Notwithstanding anything to the contrary contained in this Constitution, the activities of the Association will be entirely directed at the objectives and aims set out in clause 3.1 above.

4.1 All such activities are carried on in a non-profit manner and with an altruistic or philanthropic intent;

4.2 No such activity is intended to directly or indirectly promote the economic self-interest of any fiduciary or employee of the Association other than by way of reasonable remuneration payable to that fiduciary or employee;

4.3 All public benefit activities carried on by the PBO will be for the benefit of, or widely accessible to, the education sector;

4.4 At least 3 persons who accept fiduciary responsibility for the PBO will not be connected persons in relation to each other and no single person will directly control the decision-making powers relating to the PBO;

4.5 No funds will be directly distributed to any person, otherwise in the course of undertaking any public benefit activity and all funds will be used solely for the object for which the PBO has been established;

4.6 No donation will be accepted which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof under section 18A: Provided that a donor (other than a donor which is an approved PBO or an institution board or body, which has as its sole or principal object the carrying on of any public benefit activity) may not impose conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation;

4.7 A copy of any amendment to the Constitution or other written instrument under which the PBO is established will be submitted to the Commissioner for SARS;

4.8 The PBO will not knowingly be a party to or will not knowingly permit or has not knowingly permitted itself to be used as part of a transaction, operation or scheme of which the sole or main purpose is or was the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would have been or would have become payable by any person under this Act or any other Act administered by the Commissioner of SARS;

4.9 No remuneration will be paid to any employee, office bearer, member, or other person, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with the one or more of the objects of the PBO.

4.10 The PBO will comply with reporting requirements as may be determined by the Commissioner of SARS.

4.11 No resources will be used directly or indirectly to support, advance or oppose any political party.

4.12 If the PBO provides funds to any associations of persons contemplated in paragraph 10(iii) or Part I of the Ninth Schedule to the Income Tax Act, the PBO shall take reasonable steps to ensure that such funds are utilised for the purpose for which they were provided.

4.13 The PBO shall comply with such further conditions as may be prescribed from time to time in terms of Section 30(3) of the Income Tax Act.

4.14 A PBO approved under section 18A(1)(b) of the Income Tax Act, will within twelve months after the end of the relevant year of assessment distribute or incur the obligation to distribute at least 50% of all funds received by way of donation during that year in respect of which receipts were issued.

4.15 The Executive Committee shall ensure that the Association complied with such requirements in the Income Tax Act relating to the provision of any bursary, scholarship or award by a PBO, as may be determined by the Commissioner from time to time.

The Association may pursue its objectives and aims in any legal and appropriate manner, including by-

5.1 organising conferences, symposia, workshops, addresses, briefing sessions or similar occasions;

5.2 promoting research (and its publication) and teaching in the field of education law and policy;

5.3 publication of a journal, newsletter, information sheet, or the use of any other communication medium;

5.4 effective liaison with South African education authorities at all levels;

5.5 promotion of active participation in and influencing of the public debate on matters relating to education law and policy;

5.6 appropriate co-operation with as many South African, foreign and international associations, institutions or individuals as possible that pursue a corresponding purpose or can promote the realisation of the Association’s purpose; and

5.7 active participation in programs to assist educationally disadvantage members of the community.

6.1 The members of the Association are all the persons who have become members interns of this Constitution;

6.2 The executive committee of the Association decides on the acceptance of a person as a member, subject to this Constitution;

6.3 Every member of the Association has the duty to pay to the Association the annual membership fee as determined by the executive committee of the Association;

6.4 The names and addresses and other contact details of all members shall be recorded by the Secretary to whom members shall give notice from time to time of any change of address and other contact details;

6.5 Members or office-bearers do not become liable for any of the obligations and liabilities of the Association solely by virtue of their status as members or office-bearers of the Association;

6.6 Every member of the Association has the rights provided for in this Constitution and is specifically entitled to receive the publications of the Association on such conditions determined by the executive committee;

6.7 Members of the executive committee are committed to the proper administration of the Association’s activities, and may not act dishonest or unethical, or abuse their position to enrich or benefit themselves or somebody else, or to disadvantage anybody;

6.8 The Members of the Association and the Committee may not distribute ankky of its funds to any person, other than in the furtherance of any public benefit activity;

6.9 Membership of the Association is terminated –

6.9.1 by written resignation of a member;

6.9.2 failure to pay the membership fee referred to in clause 6.3 before or on the date annually determined by the executive committee; or

6.9.3 by way of a written notice by the executive committee when in the opinion of the committee reasonable grounds exist to terminate the membership of a member.

7.1 The executive committee consists of a president, deputy-president, a secretary, a treasurer, and at least 3 (three) but not more than 6 (six) other members of the Association;

7.2 The executive committee as elected by a general assembly of members referred to in clause 8 below. For this purpose, the general assembly designates a person as temporary chairperson who at the meeting calls for nominations for the respective offices and conducts the election of the executive committee in a proper and fair manner. A person who at the meeting receives a majority of votes of the members present is regarded as elected to the relevant office;

7.3 At the election of an executive committee, it must be taken into account that the committee broadly reflects –

a) The interests of the Association in terms of expertise in the fields of education law and education policy;
b) The composition of the South African population; and
c) The geographic distribution of members.

7.4 Every member of the executive committee is elected for a term of 3 (three) years. A member of the executive committee may be re-elected, but the chairperson may be re-elected for only one further term in that office;

7.5 Membership of the executive committee is terminated –

a) By the written resignation of a member;
b) When a member is removed from office by resolution of the general assembly; or
c) When somebody ceases in terms of clause 6.9 to be a member of the Association.

7.6 The executive committee may fill a vacancy in the committee temporarily. At its next meeting the general assembly must elect a person to fill the vacancy for the unexpired portion of the predecessor’s term;

7.7 The executive committee may co-opt any suitable person as adviser or consultant to assist the executive committee, or for the purpose of leadership and skills development;

7.8 The executive committee may from among its members appoint a management committee consisting of not more than 4 (four) persons to perform any function and take any decision within the competency of the executive committee, subject to ratification by the executive committee at its next meeting;

7.9 The executive committee is, subject to this Constitution, the organ through which the Association acts to the outside, legally enter contracts, acquire rights and incur duties;

7.10 The executive committee is, subject to this Constitution, competent to take any decision and perform any function assigned to it in terms of this Constitution, or to which it is authorised by the general assembly, or that is reasonably necessary for the realisation of the purpose or the proper functioning of the Association;

7.11 The executive committee and the management committee meet as often and according to a procedure as it determines itself. At such meetings the chairperson, deputy chairperson, or another member of the executive committee designated by the chairperson, deputy chairperson or the executive committee acts as chairperson. Decisions are taken by a majority of votes of members present. The person who chairs a meeting has a casting vote in addition to a deliberative vote. No person who has been co-opted as an adviser or consultant in terms of clause 7.7 is competent to vote;

7.12 Quorums

7.12.1 Five (5) of its members constitute a quorum at a meeting of the executive committee;

7.12.2 Three (3) of its members constitute a quorum at a meeting of the management committee.

7.13 The executive committee may make rules on any matter that may be necessary to realise the purpose of the Association, or to give effect to this Constitution, or for the proper functioning of the Association. The rules may not be inconsistent with this Constitution and must be ratified, amended, or rejected by the general assembly at its next meeting;

7.14 The chairperson, on behalf of the executive committee, must submit a report to all members of the Association annually in which in reasonable particulars an accurate account of the previous year’s activities of the Association, the finances of the Association, and a reasonable forecast is given.

8.1 The general assembly of the Association, consisting of all persons who are members of the Association in terms of clause 6, must meet at least annually at a suitable time and place and after reasonable notice. The meeting follows the procedure determined by the executive committee;

8.2 At the meeting referred to in clause

8.1, the general assembly must –

8.2.1 if and as necessary, elect members of the executive committee;

8.2.2 ratify, amend, or reject rules made by the executive committee in terms of clause 7.13;

8.2.3 take note of the annual report of the executive committee referred to in clause 7.14, and the general assembly may take any decision or give any order to the executive committee relating to the realisation of the Association’s purpose or the effective functioning of the Association.

8.3 The chairperson, deputy chairperson or other member of the executive committee designated by the chairperson, deputy chairperson or the executive committee acts as chair at any meeting of the general assembly, unless the general assembly, in order to give effect to clause 7.2 or in general, elects another chairperson from among its members;

8.4 Fifteen percent (15%) of the members of the Association constitutes a quorum at a meeting of the general assembly;

8.5 Subject to clause 10.2, all decisions of the general assembly are taken by a majority of votes of the members present;

8.6 The executive committee may with reasonable notice call a meeting of the general assembly and must call such a meeting at the written request of at least 15 (fifteen) members of the Association.

9.1 Proper minutes must be kept of any meeting that takes place in terms of this Constitution;

9.2 The activities and resources of the Association must be used solely for the principal objects for which the Association was established;

9.3 A member of the Association can only be reimbursed from the Association for expenses that the member has paid for on behalf of the Association;

9.4 Members or office-bearers have no rights in the property or other assets of the Association solely by virtue of their being members or office-bearers;

9.5 Members of the Association shall have no entitlement or interest in any of the assets of the Association;

9.6 Financial statements of the activities of the Association must be kept in accordance with accepted accounting practices. A bank account in the name of the Association must be kept in which all money received by the Association must be paid, and from which all payments must be made in the name of the Association.

Meetings:

10.1 This Constitution commences when it is approved by a two thirds majority of the members present at a meeting of the general assembly;

10.2 Notwithstanding the commencement of this Constitution, but subject to clause 7.5, the members of the executive committee continue in their offices until the general assembly elects an executive committee in terms of this Constitution.

Amendment:

10.3 This Constitution may be amended only if –

10.3.1 prior notice has properly been given of the proposed amendment; and

10.3.2 the amendment is approved by a two thirds majority of members present at a meeting of the general assembly.

10.4 A copy of all amendments to the Constitution under which the Association was established will be submitted to the Commissioner for SARS;

10.5 No amendment shall be made which would have the effect of causing the Association to no longer be a public benefit organisation.

Dissolution:

10.6 The Association ceases to exist by a resolution to dissolve taken by the general assembly;

10.7 On dissolution the remaining assets, after the satisfaction of all debts and liabilities, will be made over and transferred to any PBO, any institution, board or body which has as its sole or principal object the carrying on of any public benefit activity, the government of the Republic in the national, provincial or local sphere, or the National Finance Housing Corporations, which are required to use those assets solely for purposes of carrying on one or more public benefit activity listed in the ninth schedule. The general assembly may determine which PBO receives the remaining assets.