1. DPV Outreach is an independent voluntary organisation established by residents of Devil’s Peak and Vredehoek. DPV Outreach has its roots in a pilot programme run by DPV Neighbourhood Watch and Khulisa Social Solutions Streetscapes Programme in Van Riebeeck Park between the end of April 2019 and February 2020.
2. Devil’s Peak Vredehoek Outreach – DPV Outreach (hereafter referred to as the “Association”).
3. The Association is a public, non-profit organisation established for the objective of creating a thriving and safe Devil’s Peak Vredehoek community that is inclusive of all, family-friendly, ecologically sustainable, and commercially attractive through the following objectives.
a. Fostering cooperation between residents, businesses, other stakeholders, and the City to actively build the community.
b. Creating an ecologically sustainable community.
c. Facilitating support for and understanding of people experiencing homelessness and ensuring they are treated in a holistic way.
4. The Association is a voluntary organisation with its own legal identity which is separate from its individual members. The Association shall continue to exist even if the members change. It may own property, enter into contracts, and sue or be sued in its own name.
5. The Association is a non-profit organisation and the income and property shall be used solely for the promotion of its stated objective. The members and office-bearers shall have no rights to the property or other assets of the Association solely by virtue of them being members or office-bearers.
6. No portion of the income or property of the Association shall be paid or distributed directly or indirectly to any person (other than in the ordinary course of undertaking any public benefit activity) or to any member of the Association or Executive Committee, except as:
- reasonable compensation for services actually rendered to the Association;
- reimbursement of actual costs or expenses reasonably incurred on behalf of the Association.
7. Should the Association intend to apply to the Commissioner for the South African Revenue Service for exemption from appropriate taxes and duties, the provisions set out in the attached Schedule B shall bind the Association and qualify this Constitution in compliance with the provisions of the Income Tax Act.
8. Membership is voluntary and is non-remunerable.
9. Membership is non-transferrable.
10. Membership is open to all people over 18 years of age living and/or working in Devil’s Peak, Vredehoek and the surrounding neighbourhoods, subscribing to the objectives of the Association clause 3.
11. Only registered members of the Association are eligible to serve on the Executive Committee.
12. The Executive Committee must keep a register with the names and addresses of all members.
13. Membership can be terminated in writing.
14. Membership can be terminated, by decision of the Executive Committee, if any member behaves in a manner which brings the Association into disrepute.
Structure of the Association
15. The Affairs of the Association shall be managed by the Executive Committee.
16. The first members of the Executive Committee shall be elected at the first General Meeting at which this Constitution is adopted and will hold office until the first Annual General meeting held after their appointment.
17. The Executive Committee shall comprise of at least three (3), but no more than seven (7) members.
18. The membership of the Executive Committee shall comprise:
c. Secretary, and
d. An additional four (4) members may be elected to serve on the Executive Committee.
e. A further two (2) members may be co-opted to join a sub-committee to work on a specific project which might arise.
19. Members of the Executive Committee may serve for a maximum of five consecutive years.
20. Any actual, potential or perceived conflict of interest on the part of any member of the Executive Committee, on a matter pertaining to the Association, must be disclosed in writing to the Executive Committee, which shall record such conflict of interest in the minutes of the meeting. Such member may be requested by the Executive Committee to state his/her position in the matter or to respond to pertinent questions, but shall not vote or use his/her influence on the matter and shall not be counted for purposes of determining a quorum for the meeting where the voting takes place.
21. An Annual General Meeting of the Association shall be held within a period of fifteen (15) months of the adoption of this Constitution. Subsequent Annual Meetings shall be held within four (4) months of the end of each financial year.
22. Annual General Meetings shall be convened by the Chairperson on not less than twenty-one (21) days prior notice to all members entitled to attend the meeting. This notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting.
23. The business of an Annual General Meeting shall include:
a. the presentation and adoption of the Annual Report of the Chairperson;
b. the consideration of the Annual Financial Statements;
c. the election of members to serve on the Executive Committee for the following year;
d. the appointment of Auditors if applicable;
e. other matters as may be considered appropriate.
24. Ad hoc meetings of the Association can be convened at any time by the Chairperson or at the request of the Executive Committee, or a quarter (1/4) of the registered members of the Association
25. Any General Meeting other than the Annual General Meeting shall be convened on not less than fourteen (14) days written notice to all members. The notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting: provided that: should the Chairperson, having been requested to give such notice, fail to give it within seven (7) days of the request, the persons requesting the meeting shall be entitled themselves to give notice of and to convene the meeting.
26. A quorum constituting a General Meeting of the Association shall be one quarter (1/4) of the members.
27. Should any General Meeting have been properly convened but no quorum be present, the meeting shall stand adjourned to another date, which shall be within seven (7) days thereafter. The notice reflecting such adjournment shall be given to the persons and in the manner provided for in this Constitution. At such reconvened General Meeting, the members then present or represented shall be deemed to constitute a quorum.
28. At all General Meetings, a resolution put to the vote shall be decided by means of a show of hands or by ballot. A vote by ballot shall be held only if demanded by the Chairperson or not less than one third (1/3) of the persons voting in person or by proxy. The result of the vote shall be the resolution of the meeting.
29. Each member present or represented at such meeting shall be entitled to one (1) vote.
30. Questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
31. Minutes shall be kept of the proceedings of all General Meetings, and a record of the persons present at each meeting. The minutes shall be signed by the Chairperson of the meeting, and shall be available for inspection or copying by any member on two (2) days notice to the Secretary.
32. Notice of all meetings provided for in this Constitution, shall be delivered by electronic communication or appropriate means, to the last address (including email address) notified by each person concerned to the Association, or in any other manner as the Executive Committee may decide from time to time.
33. The accidental omission to address notice/s to any person shall not invalidate the proceedings of any meeting.
34. If delivered, notices shall be deemed to have been received seven (7) days after posting.
35. The Executive Committee shall open a bank account in the name of the Association with a registered Bank. The Executive Committee shall ensure that all monies received by the Association are deposited in the abovementioned bank account as soon as possible after receipt.
36. All documents requiring signature on behalf of the Association shall be signed by two (2) of the Executive Committee members.
37. The Association’s financial year end shall be 30 June.
38. The Executive Committee shall ensure that the Association keeps proper records of account which accurately and fairly reflect the finances of the Association.
39. The Executive Committee shall ensure that the Association prepares an annual report describing the Association’s activities and an Annual Financial Statement for each financial year within four (4) months of its financial year end. The Annual Financial Statements shall conform with generally accepted accounting principles and shall include a statement of income and expenditure and a balance sheet of assets and liabilities.
40. Within two (2) months after drawing up the Annual Financial Statements, the Executive Committee shall ensure that:
a. the Association arranges for an accounting officer to certify that the annual financial statements are consistent with the financial records of the Association and that its accounting policies are appropriate and have been appropriately applied in the preparation of its financial statements, or the books of account and financial statements are audited where required and certified in the customary manner by an independent practising chartered accountant.
Amendments to the Constitution
41. The terms of this Constitution may be amended, the name and/or the objectives of the Association may be changed by resolution of sixty-six per cent (66%) of the members present at a General Meeting: provided that proper notice of the meeting is given not less than twenty-eight (28) days prior to the date of the Meeting and such notice states the nature of the resolution to be proposed.
42. The Association may be dissolved by resolution of sixty-six per cent (66%) of the members present at a General Meeting: provided that proper notice of the meeting is given not less than twenty-eight (28) days prior to the date of the Meeting and such notice states the nature of the resolution to be proposed.
43. On the dissolution of the Association, after all debts and commitments have been paid, any remaining assets shall be transferred by donation to some other non-profit organisation which the Executive Committee considers appropriate and which has the same or similar objectives of the Association.
44. Subject to the provisions of any relevant statute, members of the Executive Committee and other office bearers shall be indemnified by the Association for all acts done by them in good faith on its behalf. It shall be the duty of the Association to pay all costs and expenses which any such person incurs or becomes liable for as a result of any contract entered into, or act done by him or her, in his or her said capacity, in the discharge, in good faith, of his or her duties on behalf of the Association.
45. Subject to the provisions of any relevant statute, no member of the Executive Committee and or other office bearer of the Association shall be liable for the acts, receipts, neglects or defaults of any other member or office bearer, or for any loss, damage or expense suffered by the Association, which occurs in the execution of the duties of his or her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.
Schedule A: Schedule of Initial Members
Schedule B: Requirements of the Commissioner for the South African Revenue Service for exemption from tax and duties
As provided for in Clause 7 this Constitution, the Association intends to apply to the Commissioner for SARS for approval as a Public Benefit Organisation in terms of Section 30 of the Income Tax Act.
Upon approval the Association shall:
1. Be required to have at least three persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of the organisation.
2. Ensure that no single person directly or indirectly controls the decision making powers relating to the Association.
3. Is prohibited from distributing any of its funds to any person (otherwise than in the course of undertaking any public benefit activity) and is required to utilise its funds solely for the object for which it has been established.
4. Be prohibited from accepting any donation 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 in terms of section 18A; provided that a donor 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.
5. Ensure that it is not knowingly a party to, and does not knowingly permit itself to be used as part of any 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 the Act or any other Act administered by the Commissioner.
6. Submit to the Commissioner a copy of any amendment to this constitution.
7. Not pay any remuneration 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. 8. Comply with such reporting requirements as may be determined by the Commissioner.
8. Take reasonable steps to ensure that the funds which it may provide to any association of persons as contemplated in paragraph 10(iii) of Part 1 of the Ninth Schedule of the Act are utilised for the purpose for which they are provided.
9. Has not and will not use its resources directly or indirectly to support, advance or oppose any political party.