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The name of the association is the Swellendam Bewarea / Conservancy, (Hereinafter called the “Conservancy” in the English text) or abbreviated to SB/C, and it shall be registered with CapeNature and other bodies as required.
To establish a Conservancy which will endeavor co-operation between landowners, local communities as well as local, district and Provincial government to achieve sustainable conservation practices within the agricultural, urban and natural environment within the set boundaries of this Conservancy.
The Conservancy is a non-profit organization established for the following objectives:
3.1 To develop a productive and sustainable alien vegetation management system, applicable for the specific area covered by this Conservancy.
3.2 To work towards environmentally healthy corridors along the rivers and streams within this Conservancy’s boundaries.
3.3 To create community awareness and a sense of responsibility about environmental issues.
3.4 To collaborate with all the “green” initiatives in the Conservancy’s area.
3.5 To raise funds to achieve the above objectives.
The area covered by the Conservancy is all rural as well as urban private land (including Municipal commonage and public open spaces) of the Swellendam district, enclosed by the boundaries set as:
4.1 East – from the watershed of the Langeberg Mountain at the western border of the Grootvadersbosch Conservancy, along the eastern periphary of the Buffeljags agricultural settlement, up to the Breede River.
4.2 South – along the southern bank of the course of the Breede River, excluding Bontebok National Park, continuing to the Swellendam district western boundary.
4.3 West – from the Breede River, northwards along the western boundary of the Swellendam district towards the boundary of the Marloth Nature Reserve at the foot of the Langeberg Mountain.
4.4 North – along the boundary of the Marloth Nature Reserve, eastwards to where it meets the private mountain land of the De Hoek and Somersets Gift properties, joining the eastern border of the Conservancy at the watershed of the Langeberg Mountain, where Grootvadersbosch Conservancy starts.
Map attached
The Conservancy is a body corporate with its own legal identity which is separate from its individual members. The Conservancy shall continue to exist even if the members change. The Conservancy may rent or own property, engage staff, enter into contracts, and sue or be sued in its own name.
6.1 Members and office-bearers have no rights in the property or other assets of the Conservancy solely by virtue of their being members or office-bearers.
6.2 The income and property of the Conservancy shall be used solely for the promotion of its stated objectives and shall not be paid or distributed directly or indirectly to any person, or to any other member of the Conservancy or office-bearers, except as reasonable compensation for services actually rendered to the Conservancy or reimbursement of actual costs or expenses reasonably incurred on behalf of the Conservancy.
The Conservancy may apply to the Department of Social Affairs for registration as a Public Benefit Organization and to the South African Revenue Services for approval as a Public Benefit Organization in terms of Section 30 of the Income Tax Act. It may also apply to CIPRO for registration as a Non-Profit Company.
The Conservancy shall consist of paid-up members (hereinafter referred to as Members).
Membership shall be open to conservation-minded persons and landowners living in and/or employed in the area.
The membership of the Conservancy shall consist of Honorary members, Individual members and Corporate members.
8.1 Honorary members are elected by the EC for contributions to conservation and/or the SB/C. Honorary membership is for a period of 5 years. Honorary members may vote at the AGM. Honorary members do not pay subscriptions.
8.2 Individual members are those individuals who wish to participate in the affairs of the SB/C or show their support for the SB/C. Paid-up active members may vote on SB/C affairs where relevant (i.e. AGM). Refer to Bye Law under paragraph 10.5.
8.3 Corporate members are companies and organizations who wish to participate or show support for the SB/C. They shall nominate one person to represent the organization in SB/C affairs. Corporate members will have one vote on SB/C affairs (i.e. AGM).
Application for membership shall be made by means of a written application on a prescribed form to the EC. Membership will be processed by the EC and the applicant shall be informed accordingly.
Membership subscriptions shall be as prescribed by the Annual General Meeting, following a proposal by the EC. Payment thereof in full will constitute a paid-up membership.
Membership shall lapse or be terminated after due notice in writing by either party. Reasons for termination of membership will not necessarily be supplied.
Subscriptions are not refundable.
Annual subscriptions for members cover the financial year 1 March to 28 February and should be paid by end of March each year. Payment of the full amount covers only the current financial year.
9.1 The entire management of the Conservancy shall be vested in an elected management committee of officers, who shall retire annually at the AGM, but who can be eligible for re-election.
9.2 The officers of the Conservancy shall consist of a Chairperson, Vice-Chairperson, Secretary, Treasurer and three other elected committee members. Further members may be engaged on a temporary basis for agreed expertise, tasks and/or projects.
9.3 The committee shall be known as the Executive Committee – abbreviated to EC.
9.4 The EC shall make such decisions as are necessary for the efficient running of the Conservancy.
The EC will, in executing its managerial functions, set up a policy and Strategic Management Plan and be responsible for its implementation.
The EC will, in executing its managerial functions, have the following powers and duties:
10.1 To set up sub-forums for the effective and efficient managing of the Conservancy.
10.2 To appoint at its own discretion sub-committees and allocate tasks to these committees and co-opt members of the Conservancy to serve on these bodies.
10.3 To maintain and supervise efficient control over members and the administration of the Conservancy.
10.4 To accept, investigate, consider and rule on grievances regarding the activities of members.
10.5 To establish bye-laws for those issues and processes not dealt with in this Constitution.
10.6 All actions by the EC or any of its members, in bona fide performance of their duties, will be regarded as if performed by the entire Conservancy.
10.7 The EC will on a day-to-day basis be empowered to make necessary urgent rulings.
10.8 Chairman and an assigned EC member will sign off on all contractual matters.
11.1 Bank Account – The EC shall open a bank account in the official name of the Conservancy with a registered commercial Bank. All monies received must be deposited as soon as possible except petty cash (under R1000).
11.2 Account management – All financial transactions will be documented and presented monthly by the Treasurer. An electronic banking account will be established; the Treasurer makes EFTs after approval (written/email) from the Chairman. Passwords are confidential and handed to successors.
11.3 Financial year end – 28 February each year.
11.4 Financial records – Proper books of account must fairly and accurately reflect the affairs of the Conservancy.
11.5 Annual Report and Financial Statements – The Chairperson prepares a written annual report and the Treasurer prepares Annual Financial Statements, including income and expenditure, balance sheet, and cash flow statement, conforming to accepted accounting principles. Within one month the EC certifies that statements align with financial records.
12.1 Annual General Meeting (AGM)
– Held within 60 days after financial year-end.
– 14 days’ notice to members with agenda.
– Business: Chairperson’s Report, Financial Report, general business, election of office-bearers.
– Quorum: 10 % of paid-up members.
– Proxy voting permitted.
12.2 Special General Meeting (SGM)
– May be called by EC or on written request signed by at least 20 % of members.
– 14 days’ notice to members with purpose and agenda.
– Quorum: 20 % of members who signed petition.
– Proxy votes confirmed and signed.
12.3 Executive Committee Meetings
– Called monthly or as required.
– 7 days’ notice with agenda.
– Quorum: 50 % + 1 of EC.
– Absence from three consecutive meetings without apology may result in expulsion.
12.4 Voting
– Only paid-up members may vote.
– Proxy votes must be written and signed.
– Chairperson has ordinary and casting vote.
12.5 Deferment
If a quorum is not present, the meeting is deferred seven days; those present then form a quorum.
12.6 Proposals
– Amendments to the Constitution must be submitted in writing one month prior to the AGM and included in the notice.
– Amendments only made at the AGM.
13.1 This Constitution may be amended, the name changed, or the Conservancy dissolved by a two-thirds resolution of members present at the AGM.
13.2 Fourteen days’ notice stating the nature of the resolution must be given.
13.3 Upon dissolution, after debts and commitments are paid, remaining assets shall not be distributed to members but donated to a non-profit organization with similar objectives, approved as a Public Benefit Organization under Section 30 of the Income Tax Act, or to an exempt institution, board, or government body carrying on a public benefit activity.
14.1 Subject to relevant statutes, the EC and other office-bearers shall be indemnified by the Conservancy for all acts done in good faith on its behalf. The Conservancy shall pay all costs and expenses incurred as a result of any contract or act done in good faith in the discharge of duties.
14.2 No EC member or office-bearer shall be liable for acts, neglects or defaults of others, or for loss or expense suffered by the Conservancy, unless arising from dishonesty or failure to exercise due care, diligence and skill required by law.
