The Constitution of the Swellendam Conservancy

Name of the Association

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 Cape Nature and other bodies as required.

Mission

To establish a Conservancy which will endeavour to promote cooperation 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.

Objectives

The Conservancy is a non-profit organization established for the following objectives:

To develop a productive and sustainable alien vegetation management system, applicable for the specific area covered by this Conservancy.
To work towards environmentally healthy corridors along the rivers and streams within this Conservancy's boundaries.
To create community awareness and a sense of responsibility for environmental issues.
To collaborate with other environmental and "green" initiatives operating within in the Conservancy's area.
To raise funds to achieve the above objectives.

Defined Conservancy Area

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:

East – from the watershed of the Langeberg Mountain at the western border of the Grootvadersbosch Conservancy, along the eastern periphery of the Buffeljags agricultural settlement, up to the Breede River.
South – along the southern bank of the course of the Breede River, excluding Bontebok National Park, continuing to the Swellendam district western boundary.
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.
North – along the boundary of the Marloth Nature Reserve, eastwards to where it meets the private mountain land of the De Hoek and Somerset Gift properties, joining the eastern border of the Conservancy at the watershed of the Langeberg Mountain, where Grootvadersbosch Conservancy starts.

The defined conservancy area is shown on the map attached as Annexure A, which forms an integral part of this Constitution.

Legal Status

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, may engage staff or contractors subject to available funds and applicable law, and sue or be sued in its own name.

Income and Property

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.
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.

Taxation

The Conservancy may apply to the Department of Social Development 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 CIPC for registration as a Non-Profit Company.

Membership

The Conservancy shall consist of paid-up members (hereinafter referred to as Members). Membership shall be open to conservation-minded people and landowners living in and / or employed in the area.

The membership of the Conservancy shall consist of the following categories:
- Honorary Members
- Individual Members
- Corporate Members
Honorary Members shall be elected by the Executive Committee (hereafter referred to as EC) in recognition of their contribution to conservation and or the objectives of the Conservancy. Honorary membership shall be valid for a period of five years. Honorary Members shall be entitled to vote at the Annual General Meeting and shall not be required to pay membership subscriptions.
Individual Members are people who wish to participate in the affairs of the Conservancy or support its objectives. Only paid-up Individual Members shall be entitled to vote on Conservancy matters where applicable, including at the Annual General Meeting.
Corporate Members are companies, organisations or institutions that wish to participate in or support the objectives of the Conservancy. A Corporate Member shall nominate one natural person to represent it in Conservancy affairs. Corporate Members shall be entitled to one vote at the Annual General Meeting.
Application for membership shall be made in writing on the prescribed form and submitted to the EC. The EC shall consider and process all applications in good faith and shall inform applicants of the outcome.
Membership subscriptions shall be determined by the Annual General Meeting following a recommendation by the EC. Payment of the full prescribed subscription shall constitute paid up-to-date membership.
Membership may lapse or be terminated by either the Member or the Conservancy upon written notice. Any decision to terminate membership by the Conservancy shall be taken by the EC acting in good faith and in the best interests of the Conservancy. While reasons for termination may be provided at the discretion of the EC, the principles of fairness and natural justice shall apply.
Membership subscriptions are nonrefundable.
Annual membership subscriptions shall cover the financial year from 1 March to 28 February and shall be payable by the end of March each year. Payment of the prescribed subscription applies only to the current financial year. Membership contributions made during the period from 1 October of the prior year will enjoy membership for that year (what is left for the current financial year) as well as the next financial year.

Management

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.
The officers of the Conservancy shall consist of a Chairperson, Vice-Chairperson, Secretary, Treasurer and a minimum of two or a maximum of four other elected committee members. Further members may be engaged on a temporary basis via sub-committees for agreed expertise, tasks and / or projects.
The EC shall make such decisions as are necessary for the efficient running of the Conservancy.

Duties of Management / Executive Committee

The EC will, in executing its managerial functions, have the following powers and duties:

To set up sub-forums, committees, and / or working groups for the effective and efficient management of the Conservancy.
To appoint at its own discretion sub-committees and direct issues and allocate tasks to these committees and co-opt members of the Conservancy to serve on these bodies.
To maintain and supervise efficient administrative control over memberships and the administration of the Conservancy.
To accept, investigate, consider and rule on grievances received regarding the activities of members of the Conservancy.
All the 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.
The EC will on a day-to-day basis be empowered to make necessary urgent rulings.
Chairman and an assigned EC member will sign off on all contractual matters.

Financial Matters

Bank Account

The EC shall open a bank account in the official name of the Conservancy with a registered commercial Bank. The Treasurer shall ensure that all monies received by the Conservancy are deposited in the above-mentioned bank account as soon as possible after receiving receipt except for petty cash which will be kept covering small expenses incurred. Petty cash will be kept under R1000.

Account Management

All financial transactions of the Conservancy will be carefully documented and presented at each monthly EC meeting by the Treasurer.

An electronic banking account will be established with the Treasurer being responsible for the account i.e. making EFT payments after approval (written / email) from the Chairman or the Secretary. The Treasurer will keep the log on / passwords secret and will hand them over to his / her successor on their appointment by the EC.

The Treasurer must report and sign off on the finances at every EC Meeting.

Financial Year End

The Conservancy's financial year end shall be 28 February of each year.

Financial Records

The EC shall ensure that the Conservancy keeps proper records and books of accounts which fairly and accurately reflect the affairs of the Conservancy.

Annual Narrative Report; Financial Statements

The EC shall ensure that the Chairperson prepares a written annual narrative report describing the Conservancy's activities and an Annual Financial Statements shall be prepared by the Treasurer for each financial year. The Annual Financial Statements shall conform with generally accepted accounting principles and shall include a statement of income and expenditure, a balance sheet of assets and liabilities and a cash flow statement.
Within 1 (ONE) month after drawing up the Annual Financial Statements, the Treasurer shall ensure that the EC can certify that the Annual Financial Statements are consistent with the financial records of the Conservancy and that its accounting policies are appropriate and have been appropriately applied in the preparation of its financial statements.

Meetings

Annual General Meeting (AGM)

The AGM shall be held not later than two calendar months after the financial year end.
Members shall be given 14 days' notice of the meeting, together with the notice of the agenda and proposals for consideration thereof.
The business of the AGM shall be to hear the elected EC member's Annual Report; to receive the Annual Financial Report; to conduct general business; and to accept the nominated office-bearers.
A quorum shall comprise 10% of all paid-up members.
Members who cannot attend the AGM may apply to the Secretary for a proxy form and they must elect a proxy who will vote on their behalf at the AGM.

Special General Meeting (SGM)

A SGM may be called by the committee or upon receipt of a written request therefore, signed by not less than 20% of the members.
Members shall be given 14 days' notice of the meeting and shall be fully advised of the agenda and the purpose of the meeting.
A quorum shall comprise of the 20% of members who signed the petition.
Proxy votes must be confirmed and signed by absentee members and handed to the EC.

Executive Committee Meeting

EC meetings shall be called by the Chairperson or Secretary every 12 weeks or as required by a majority of EC members.
EC members shall be given seven days' notice of the meeting and shall be fully advised of the agenda and purpose of the meeting.
A quorum will comprise of 50% plus one of the EC.
Any EC member's absence at three consecutive meetings, without reasonable apology, may result in expulsion.

Voting at AGM and SGM

Only paid-up members shall vote.
Proxy votes must be written and signed by the absentee member and handed to the EC before the meeting starts.
At any meeting a Chairperson shall have both an ordinary vote and a casting vote.

Deferment

In the event of there not being a quorum present at such a given meeting, that meeting shall be deferred for a period of seven days. The number of members present at such convened meeting shall constitute a quorum.

Proposals

A member wishing to propose an amendment to this Constitution shall give written notice thereof to the Secretary one month prior to the AGM.
The amendment desired must be included in the notice of the meeting.
Amendments to the Constitution may only be made at the AGM.
Notice for such amendments must be made by members of the EC at the end of each financial year. The amendment desired must be fully articulated by the members, with reasons given for the request for amendment.

Amendments and Dissolution

This Constitution may be amended; the name of the Conservancy may be changed; and the Conservancy may be dissolved by resolution of two-thirds of the members present at the AGM.
At least fourteen days' notice of the meeting stating the nature of the resolution to be proposed must be given to all the members of the Conservancy.
Upon the dissolution of the Conservancy, after all the debts and commitments have been paid, any remaining assets shall not be paid to or distributed amongst members but shall be transferred by donation to the Swellendam Bewarea Conservancy NPC.

Indemnity

Subject to the provisions of any relevant statute, the EC and other office bearers shall be indemnified by the Conservancy for all acts done by them in good faith on its behalf. It shall be the duty of the Conservancy 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 Conservancy.
Subject to the provisions of any relevant statute, no EC member and or other office bearer of the Conservancy shall be liable for the acts, receipts, neglects or defaults of any other member of office bearer, or for any loss, damage or expense suffered by the Conservancy, 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.