1. NAME
The Federation hereby constituted will be known as:
THE FEDERATION OF SOUTHERN AFRICAN FLYFISHERS (FOSAF)
And its headquarters will be in the Republic of South Africa.
2. LEGAL STATUS
FOSAF shall be a juristic persona capable of:
2.1 existing in its own
right, separately from its members;
2.2 continuing to exist even when its membership
changes and there are different office bearers;
2.3 owning property and other possessions in
its own name;
2.4 suing and being sued in its own name.
3. AIMS AND OBJECTIVES
FOSAF's aims and objectives will be carried out in a non-profit manner and with an altruistic or philanthropic intent and shall be: 2
3.1 To promote the sport
of flyfishing and the interests of amateur flyfishers
throughout Southern Africa.
3.2 To unite flyfishers of Southern Africa in
the belief that in unity is strength.
3.3 To provide flyfishers and flyfishing with
a platform for negotiation and representation
with higher authorities.
3.4 To promote conservation and research into
marine and fresh water ecology. 3
To promote, guide and encourage the angler to
perform a monitoring role to aid the professional
conservationist.
3.5 To provide guidance and assistance when
requested on matters of general and/or particular
flyfishing importance.v 3.6 To strive on behalf
of its members for improved facilities for flyfishing.
3.7 To form a common body with which all spheres
of government, provincial, regional and municipal
can liaise in matters of law and policy for
mutual benefit.
3.8 At least 85% of the activities of FOSAF
in fulfilment of the above aims and objectives,
measured either in cost or time spent, will
be carried out for the benefit of persons in
the Republic. 4
4. MEMBERSHIP
4.1 The Executive Committee may create different classes and categories of membership of FOSAF.
4.2 The Executive Committee
may create different rights and obligations
in respect of the different classes and categories
of membership of FOSAF.
4.3 Applications for each category or class
of membership shall be made and decided upon
in the manner prescribed by the Executive Committee
from time to time.
4.4 Persons, Corporations, Groups of Individuals,
Schools and other organisations that support
the aims and objectives of FOSAF shall be eligible
for membership.
4.5 The Executive Committee shall from time
to time prescribe membership fees, subscriptions
or other levies pertaining to the various categories
or classes of membership.
4.6 The Executive Committee shall be entitled
to suspend or expel any member/s upon good cause
after having given such member/s the opportunity
to make representations in his/its defence.
4.7 The Executive Committee may appoint Honorary
Members, Honorary Life Members and Patrons who
shall not be obliged to pay subscriptions. 5
5. VESTING, CONTROL AND LIABILITY
5.1 All assets of FOSAF
shall be vested in, controlled and administered
by the Executive Committee and no member shall
have any claim thereto. No profits or gains
will be distributed to any person and the funds
of FOSAF will be utilised solely for investment
or the aims and objectives for which it was
established.
5.2 The liability of members for FOSAF debts
shall be limited to the amount owing in respect
of their due unpaid subscriptions and/or other
levies.
5.3 No activity will directly or indirectly
promote the economic self-interest of any fiduciary
or employee of FOSAF otherwise than by way of
reasonable remuneration. FOSAF may not distribute
any of its assets to its members or office bearers,
except as reimbursement for reasonable expenses
incurred and/or services rendered by express
prior arrangement. 6
5.4 Remuneration paid to any employee, office
bearer, member or other person will not be 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 FOSAF's aims and
objectives. 7
5.5 No funds will be distributed to any person
otherwise than in the course of undertaking
any public benefit activity. 8
5.6 Funds will be used solely for the aims and
objectives for which FOSAF was established or
invested with a financial institution as defined
in section 1 of the Financial Services Board
Act, 1990 (Act No.97 of 1990). 9
6. REGIONAL COMMITTEES
6.1 FOSAF's area of operation
shall be divided into the following regions
to be known as Chapters:
Northvaal, Free State, KwaZulu-Natal, Eastern
Cape and Western Cape; and such other Chapters
as may be determined by the Executive committee
from time to time.
6.2 Each Chapter shall be served by an autonomous
Chapter Committee which shall include a Chairman,
who will be the Chapter
Representative on the Executive Committee. The
size of the Chapter Committee shall be determined
by the members present at the Chapter Annual
General Meeting, in such a way as to serve the
best interests of the Chapter.
6.3 Candidates for Chapter Committees shall
be nominated and elected within the respective
Chapter at the Annual General Meeting of the
Chapter.
6.4 Chapter Committees will liaise with local
clubs and other members to promote the aims
and objectives of FOSAF at local level which
shall include at least the following:
6.4.1 Identify, report on and assist in resolving
local problems;
6.4.2 Encourage membership at individual and
club level;
6.4.3 Contribute and encourage contributions
to FOSAF.
6.5 Chapter Committees shall submit minutes
of all meetings in the regions and annual reports
(including financial reports) to the Executive
Committee.
6.6 Chapter Committees shall establish their
own operating and voting procedures and shall
enjoy the maximum autonomy while remaining accountable
and answerable to FOSAF and subject to FOSAF's
control, policies, decisions, and to the provisions
of this constitution.
7. EXECUTIVE COMMITTEE
7.1 FOSAF shall be administered
by an Executive Committee consisting of
7.1.1 The President and Vice-President/s;
7.1.2 One representative from each Chapter;
7.1.3 The convenor/representative of each committee
or portfolio established by the Executive Committee
and co-opted in terms of clause 7.7;
7.1.4 The members of the National Secretariat,
comprising the Secretary and Treasurer, shall
be ex officio members.
7.2 The members of the Executive Committee shall
elect from among themselves a Chairman and Vice-Chairman.
7.3 The Executive Committee members not elected
to fill the positions of Chairman and Vice-Chairmen
may be elected as Secretary or Treasurer. If
this is geographically inconvenient the Executive
Committee shall have the right to co-opt a Secretary
and/or Treasurer should this be considered necessary
in order to facilitate administration.
7.4 Each Chapter Representative shall be entitled
to appoint an alternate.
7.5 At the inaugural meeting of FOSAF the first
President will be elected, who shall hold office
until his election is rescinded by a majority
vote in the Executive Committee. The Executive
Committee shall appoint subsequent Presidents.
7.6 The Executive Committee may elect one or
more Vice-Presidents. The Vice-Presidential
role may be Honorary and non-Executive at the
discretion of the Executive Committee. Each
Vice-President shall hold office for a period
of five years, or until his election is rescinded
by a majority vote of the Executive Committee.
A Vice-President may be re-elected for successive
terms of office.
7.7 The Executive Committee may, from time to
time, co-opt or otherwise allow attendance at
meetings of any person, for any purpose deemed
necessary by the Executive Committee in furtherance
of this constitution, provided that such persons
shall have no voting rights at Executive Committee
meetings.
7.8 At least three persons who accept fiduciary
responsibility for the Federation, will not
be connected persons in relation to each other,
and no single person will directly or indirectly
control the decision making powers relating
to FOSAF. 12
8. POWERS, DUTIES AND PROCEEDINGS OF THE EXECUTIVE COMMITTEE
Without prejudice to its general powers of conducting the affairs of FOSAF and in addition to other powers granted under this Constitution, but subject to the policies adopted by FOSAF from time to time, the Executive Committee shall have the power on behalf of and in the name of the FOSAF to:
8.1 Operate accounts with
any bank or other registered financial institution;
8.2 Purchase or acquire, invest, lease, exchange,
sell or otherwise dispose of any property, rights
or assets, both movable and immovable and to
borrow against security of its assets;
8.3 Appoint, suspend or discharge any employee
of the FOSAF and to determine his/her remuneration
and conditions of service;
8.4 Make or amend rules and regulations;
8.5 Fill casual vacancies on the Committee;
8.6 Increase or decrease annual subscriptions
and impose any other levies which may be deemed
necessary from time to time.
9. MEETINGS
9.1 The Annual General
Meeting of FOSAF shall be held no later than
four (4) months after the commencement of the
financial year and will be held at a venue to
be decided by the Executive Committee.
9.2 Chapter Committees will hold an Annual General
Meeting within their regions. Where practicably
possible such Annual General Meetings shall
be held prior to that of the National body.
9.3 Special General Meeting: Chapter Committee:
A Special General Meeting of the Chapter Committees
may be called by at least five (5) members of
the region. Such a request should be in writing
and signed by at least five (5) members and
should state the reasons and objectives of the
meeting and be addressed to the Secretary of
the Chapter Committee. Such a meeting shall
be called within two (2) months of such notice
and on one (1) months notice to all the members.
9.4 Notice of Meetings:
The Secretary shall send a notice of any Annual
or Special General Meeting of FOSAF to all members
at least one (1) month prior to the meeting
with an agenda for the meeting.
9.5 Meetings of the Executive Committee:
Meetings of the Executive Committee will be
arranged as and when required. The Secretary
shall, in liaison with the Chairman, give notice
of such a meeting to all members at least one
(1) month prior to the date of the meeting.
An agenda for the meeting shall be sent out
with the notice of the meeting.
10. FUNDS AND ACCOUNTS
10.1 The Treasurer shall
keep a record of all the assets of FOSAF together
with a full, faithful and business-like record
of transactions of money of FOSAF and preserve
all vouchers and documents pertaining thereto,
and shall ensure audited financial statement
are presented at each AGM.
10.2 All monies received on behalf of FOSAF
shall be deposited in one or more banking accounts
to be maintained by the Treasurer with such
branch/s of such bank/s as the Executive Committee
may deem fit, and all payments to be made on
behalf of FOSAF shall be made by a properly
authorised cheque drawn on or electronic transfer
from such banking account/s.
10.3 The Financial year for FOSAF will be from:
JANUARY 1 to DECEMBER 31.
11. SIGNING OF DOCUMENTS
11.1 All documents, contracts
and negotiable instruments which are required
to be executed on behalf of FOSAF shall be deemed
validly signed and executed if signed by the
Executive Committee members duly authorised
to do so or two Chapter Committee members in
matters pertaining to Chapter business.
11.2 No press or other media statements and
interviews shall be given on behalf of FOSAF
without the prior authority of either the President
or the Chairman of the Executive or Chapter
Committees.
12. DISSOLUTION
FOSAF shall dissolve if and when at least two thirds (2/3) of all paid-up members present at a meeting convened for such purpose, vote in favour thereof. The Executive Committee, existing at the time of such meeting, shall immediately become the trustees of FOSAF's assets and shall ensure that all assets remaining after the liabilities are liquidated shall be transferred to a similar public benefit organisation, with objects similar to those of FOSAF and which has been approved in terms of section 30 of the Income Tax Act, 1962 (Act No 58 of 1962) ("the Act"); any institution, board or body which is exempt from the payment of income tax in terms of section 1 O(1)(cA)(i) of the Act, which has as its sole or principal object the carrying on of any public benefit activity; or any department of state or administration in the national or provincial or local sphere of government of the Republic, contemplated in section 10(1)(a) or (b) of the Act.
13. POWER TO AFFILIATE
FOSAF may, if considered advisable by the Executive Committee, make affiliation arrangements with any other organisation.
14. ALTERATIONS TO CONSTITUTION
14.1 Any proposed amendment
to the Constitution shall be submitted to the
Chapters for discussion and support and thereafter
to the Executive Committee for acceptance. Such
amendments will thereafter be noted at the next
Annual General Meeting or a Special General
Meeting called for that purpose.
14.2 Any amendments to the Constitution must
be approved by at least two thirds (2/3) of
the EXCO members present.
14.3 Any amendments to the Constitution will
be submitted to the South African Revenue Service.
18
15. APPOINTMENT OF AUDITOR
The Executive Committee shall recommend the appointment of an auditor for ratification at the AGM. Such auditor shall hold office until the next AGM
1 Original Constitution
adopted on O1/12/86. Amended July 1992, September
1994, August 1995, June 1998, July 1999 and
March 2005.
2 Amended 070219 by Exco Resolution.
3. Amended 050305 by AGM & Exco Resolution.
4 Amended 070219 by Exco Resolution.
5 Amended 050305 by AGM & Exco Resolution.
6 Amended 070219 by Exco Resolution.
7 Amended 070219 by Exco Resolution.
8 Amended 070219 by Exco Resolution.
9 Amended 070219 by Exco Resolution.
10 Amended 050305 by AGM & Exco Resolution.
11 Amended 050305 by AGM & Exco Resolution.
12 Amended 070219 by Exco Resolution.
13 Amended 050305 by AGM & Exco Resolution.
14 Amended 050305 by AGM & Exco Resolution.
15 Amended 050305 by AGM & Exco Resolution.
16 Amended 070219 by Exco Resolution.
17 Amended 050305 by AGM & Exco Resolution
18 Amended 070219 by Exco Resolution.
