CONSTITUTION FOR THE WESTERN CAPE NATURIST ASSOCIATION
1.
Name
1.1 The organization hereby constituted will be called the Western Cape Naturist Association.
1.2 Its shortened name will be the WCNA (hereinafter referred to as the organization).
2.
Body Corporate
The organization shall:
2.1 Exist in its own right, separately from its members;
2.2 Continue to exist even when its membership changes and there are different office bearers;
2.3 Be able to own property and other possessions;
2.4 Be able to sue and be sued in its own name.
3.
Function
The Western Cape Naturist Association (hereinafter referred to as WCNA) is constituted for the benefit of the naturist movement in Western Cape – South Africa (hereinafter referred to as SA).
THE OBJECTIVES OF THE WCNA
3.1 Promote the practice and general acceptance of naturism for the physical, moral and mental wellbeing of the naturist community, recreation without clothing, whether individually or socially, and whether on private
grounds or in other suitable circumstances.
3.2 Encourage cooperation between genuine naturists and related organizations in South Africa.
3.3 Further and improve the standards of naturism and ensure that naturism is presented creditably to all interested parties at all times.
3.4 Represent naturism in general to local government and international organizations, and to cooperate with international organizations which represent naturist recreation.
3.5 Develop resources for the practice of naturism and to provide services for members and affiliated entities.
3.6 Effect affiliation with other national and international bodies that may be deemed relevant or beneficial to the interest and/or objections of the Association.
4
Income and Property
4.1 . The organization will keep a record of everything it owns.
4.2 The organization may not give any of its money or property to its members or office bearers. The only time it can do this is when it pays for work that a member or office bearer has done for the organization.
The payment must be a reasonable amount for the work that has been done.
4.3 A member of the organization can only get money back from the organization for expenses that he or she has paid for, on behalf of the organization.
4.4 Members or office bearers of the organization do not have rights over things that belong to the organization.
5.
Trustees
5.1 Any property of WCNA whether movable or immovable, shall be vested in the Management Committee and Members of the Management Committee shall be the Trustees of WCNA. The Trustees shall deal with the said property as directed by
committee members meetings.
5.2 Exceptionally the Management Committee may at a duly convened meeting resolve by a majority of the voting members present, to give the trustees such direction provided that the terms of such direction appear on the agenda for that
meeting, and provided it has been resolved at that meeting, that the giving of such direction is urgently necessary for the best interests of the WCNA.
5.3 The said trustees shall be appointed at the Annual General Meeting (hereinafter referred to as the AGM) subject to notice of such vacancy being published and nominations invited. Any trustee who takes up residence
outside the Republic of South Africa or who becomes incapable of acting or who fails to deal with the said property as duly directed shall be deemed to have resigned.
Any vacancy that may from time to time occur shall be filled by appointment, made at the next ensuing AGM, subject to notice of such vacancy being published and nominations invited.
5.4 The Trustees shall jointly and severally be indemnified from the funds of WCNA for any liability or expense that may from time to time fall upon them, as trustees of the said property.
6.
Memberships and General Meetings
6.1 If a person wants to become a member of the organization, he or she will have to submit an application to the organization’s Management Committee. The Management Committee has the right to say no.
6.2 Membership may be granted to individuals and/or families who are members of recognized clubs and resorts and other such individuals or families who demonstrate their interest in naturism.
6.3 Organizations that are or are not formed primarily for naturism or otherwise may be granted affiliation if they have a genuine interest in naturism and satisfy the Management Committee that their activities in no way conflict with
Article 3 (Three) above. Affiliation is subject to an annual payment as revised from time to time.
6.4 The title of Honorary Member may be awarded by the Management Committee to those who have given outstanding service to naturism. Honorary membership may be granted at the discretion of the Management Committee and honorary members
does not pay membership. Honorary members shall have all rights and privileges of a paid-up individual member.
6.5 Members of the organization must attend its AGM. At this meeting, members exercise their right to determine the policy of the organization.
6.6 Membership fees shall be determined annually by the AGM on a recommendation in a motion from the Management Committee.
6.7 Any affiliated organization or individual member whose annual return or membership fees are outstanding on the date of the AGM in any year shall lose all rights and benefits until such fees have been paid in full.
7.
Applications for Membership Accreditation from the WCNA
The Management Committee of the WCNA is responsible for ensuring that clubs or affiliated organizations apply for accreditation from the WCNA. Accreditation could be granted if all parties have:
7.1 agreed to conform to this constitution;
7.2 have satisfied the Management Committee that the affairs of the club, resort or affiliated organization applying, are conducted in accordance with the law and the principles of propriety.
8.
Management
8.1 The affairs of the WCNA shall be governed by an AGM held at least once annually, but the management of the WCNA shall be delegated to the Management Committee. The Management Committee shall consist of the officers
duly elected by the individual members in good standing.
8.2 A Management Committee will manage the organization. The Management
Committee will be made up of not less than 5 (five) members. They are the office
bearers of the organization. The officers shall be:
Chairman, Vice Chairman, Secretary, Treasurer, Events coordinator, Marketing official, Officer 1, Officer 2
× The Committee may appoint from its own members or co-opt any other additional officer/s deemed necessary and define their duties. Such co-opted additional officers shall have no vote.
× The Committee may also co-opt persons to serve on any sub-committees that it may define.
× The Committee shall have the power to appoint, pay and dismiss salaried officers as it may deem necessary for the efficient and business-like management of the WCNA and take such
steps as it may think necessary or expedient to carry out the functions of the WCNA in accordance with this constitution.
8.3 Two years’ service
Office bearers will serve for 2 (two) years, but they can stand for re-election for another term in office after that. Depending on what kind of services they give to the organization, they can stand for re-election into office again
and again. This is so long as their services are needed and they are willing to commit their services.
8.4 Nominations for election should be submitted in writing by members of the WCNA within 21 (twenty-one) days of notification of an AGM and must carry the confirmation and acceptance of the nominee in writing. Members
whom submit nominations and the nominees, must be paid up members of the WCNA..
8.5 Election of officers
The election of officers will be done at the AGM of the WCNA. The Management Committee shall be empowered to fill any vacancy that may occur subject to ratification at the next AGM. If the 2 (two) year period of office is not completed
for any reason, the officer elected or appointed to fill the vacancy, shall do so for the remainder of the 2 (two) year period for that office.
Officers will be elected by a simple majority of votes cast and the results announced at the AGM. Officers elected will normally take office at the conclusion of the AGM. The duties of all Committee Members are listed
in the appendix to the constitution;
8.6 If a member of the Management Committee does not attend 3 (three) Management Committee meetings without obtaining a leave of absence from the Management Committee, the Committee have the prerogative to refill that
officers post with another officer.
8.7 The Management Committee will conduct meetings at least 8 times per year. To constitute a quorum, more than half of the members of the committee need to be at the meeting to make decisions that are allowed
to be carried forward.
8.8 Minute’s will be taken at every meeting to record the Management Committee’s decisions. The minutes of the previous meeting as well will be given to the Management Committee at least 1 week before the next
meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the Management Committee, and shall thereafter be signed by the Chairperson.
8.9 The organization has the right to form sub-committees. The decisions that sub-committees take must be given to the Management Committee. The Management Committee must decide whether to agree to them or not at its
next meeting. This meeting should take place soon after the sub-committee meeting. By agreeing to decisions, the Management Committee ratifies them.
8.10 The Management Committee shall have the power to appoint paid employees, as it may deem necessary for the efficient management of the WCNA. The Management Committee shall determine the salaries or wages, hours,
holidays, and other conditions of service of such employees and shall have the power to dismiss any of them in appropriate circumstances. Paid staff will be under the control of the Management Committee, but directed
in their day-to-day duties by the Chairman. The Chairman will at all times communicate decisions affecting paid employees to them. Paid staff shall not be eligible for election to any office and shall not be able to exercise a vote
at any meeting other than that of a bona fide paid-up member of the WCNA.
8.11 The Management Committee shall have the power by resolution passed at a Management Committee meeting to suspend from office, any elected officer considered by a majority of the members present,
to have failed to perform his or her duty with efficiency and diligence, or not directed themselves towards fulfilling the stated functions of the WCNA, and has not acted in the spirit of those duties. At least 14 (fourteen) days’
notice of any motion to pass a resolution concerning the suspension of any elected officer must be given to all officers of the WCNA and the officer in respect of which such motion is intended to be passed must be given the opportunity
to attend and make representation to the Committee. Such suspension shall continue until a recommendation for removal from office is considered at the next AGM. The officer shall have the right to be heard at that meeting.
8.12 All members of the organization have to abide by decisions that are taken by the Management Committee.
9.
Powers of the Organization
The Management Committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number 3 (three) of this constitution. Its activities must abide by the law.
9.1 The Management Committee has the power and authority to raise funds or to invite and receive contributions.
9.2 The Management Committee have the power to buy, hire or exchange any property that it needs to achieve its objectives.
9.3 The Management Committee has the right to make by-laws for proper management, including the procedure for application, approval, and termination of membership.
9.4 The organizations members will decide on the powers and functions of office bearers.
10.
General Meetings of the Management Committee
10.1 The Management Committee must hold at least 8 (eight) ordinary meetings each year.
10.2 The Chairperson, or two members of the committee, can call a special meeting, but they must let the other Management Committee Members know the date of the proposed meeting, not less than 14 (fourteen) days before
it is due to take place.
They must also tell the other members of the Committee which issues will be discussed at the meeting.
If the matters to be discussed is to appoint a new Management Committee Member, then those calling the meeting must give the other Committee Members not less than 21 (twenty-one) days’ notice;
10.3 The Chairperson shall act as the Chairperson of the Management Committee. If the Chairperson does not attend a meeting, then members of the Committee who are present choose which one of them will chair that
meeting. This must be done before the meeting starts.
10.4 There shall be a quorum whenever such a meeting is held.
10.5 When necessary, the Management Committee will vote on issues. If the votes are equal on an issue, then the Chairperson has either a second or a deciding vote.
10.6 Minutes of all meetings must be kept safely and always be on hand for members to consult.
10.7 If required the Management Committee can set up one or more sub-committees. For example, this could be to get some work done quickly, or investigate into a matter. There must be at least 3 (three)
people on a sub-committee. The sub-committee must report back to the Management Committee on its activities on a regular basis as subscribed by the committee.
11.
Annual General Meetings
11.1 The Annual General Meeting (AGM) must be held once every year, towards the end of the organization’s fiscal year. At an AGM, Committee plus 5 (five) paid-up members shall form a quorum.
11.1.1 At the AGM, the organization should deal amongst other items, with the following business:
× Agree to the items to be discussed on the agenda;
× Write down who is there and who has sent apologies because they cannot attend;
× Read and confirm the previous meeting’s minutes with matters arising;
× Chairperson’s report;
× Treasurer’s report;
× Changes to the constitution that members may want to make;
× Elect new office bearers;
× General;
× Close the meeting.
11.2 Each paid-up member shall be entitled to attend and to exercise their vote as
follows:
11.2.1 Voting power to be one vote per paid-up WCNA member;
11.2.2 Any member is entitled to representation at an AGM and may delegate any individual member of the WCNA to speak or vote on their behalf;
11.2.3 Affiliated societies shall each be entitled to be represented by one delegate who may speak, but shall not be entitled to vote.
11.4 Items for the agenda of an AGM shall be submitted in writing at least 14 (fourteen -) days prior to the date fixed for that AGM. The agenda shall be circulated in the week prior to the meeting
and any amendment to an item appearing on the agenda must be in the hands of the Secretary before the meeting.
12
Special General Meetings
A Special General Meeting may be convened by the Committee at its discretion or shall be convened within 1 (One) calendar month of receipt of a written requisition presented by 20 (twenty) members, stating the objects of such a meeting.
A Special General Meeting may be convened provided that no Special General Meeting is to be held less than 3 (three) calendar months after an AGM or less than 3 (three) calendar months before the date fixed for an AGM.
Members shall have 14 (fourteen) days’ notice of any Special General Meeting and no other business shall be discussed or considered than is mentioned in such notice.
13
Finance
13.1 An accounting officer shall be appointed at the AGM. His or her duty is to audit and check on the finances of the organization;
13.2 The Treasurer’s task is to control the day-to-day finances of the organization. The Treasurer shall arrange for all funds to be put into a bank account in the name
of the organization. The Treasurer must also keep proper records of all the finances.
13.2.1 All funds received by the WCNA shall be deposited in the WCNA banking account without delay by any of the elected Officers of the Management Committee, or the Management Committee shall approve any such
co-opted assistants as deemed necessary. Such deposits shall not be delayed for more than 5 (five) consecutive days from the day that funds were received. Any documents relating to the above-mentioned payment must be handed over
to the Treasurer of the WCNA.
13.2.2 When funds are taken from the bank account, the Chairperson and one other member of the organization must authorize the transaction.
13.3 The financial year of the organization ends on 31 August each year.
13.3.1 WCNA funds may only be invested with registered financial institutions. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984. Alternatively, the organization
can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985. The organization can go to different banks to seek advice on the best way to look after its funds.
13.3.2 The income of the WCNA must be utilized solely towards the promotion of the functions of the Constitution as set forth in this document.
– No portion thereof shall be paid or transferred directly or indirectly, by way of dividend, gift, division, bonus, profit or howsoever to the members of the organisation,
– provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration/reimbursement,
– to any elected office of the WCNA or any member of the WCNA in return for services actually rendered to the WCNA or,
– for any material, labour, plant and power supplied for the WCNA’s purpose, nor
– prevent the payment of interest on money borrowed,
– or payment of a reasonable and proper rent for premises sold or let by any member to the WCNA.
– No member of the Committee of the WCNA shall be appointed to any salaried office of the WCNA paid by fees,
– and no remuneration or other financial benefit shall be given to any member except,
– repayment of out-of-pocket expenses approved by the Management Committee and,
– interest on money borrowed or
– for the repayment of a reasonable and proper rent for premises sold or let to the WCNA.
14
Suspension & Exclusion
14.1 The Management Committee shall investigate any complaint of breach of the
requirements of this constitution and the WCNA Code of Conduct by any individual member or affiliated organization, and if satisfied that such complaint is justified, may suspend the individual member or affiliated organization and
convey that information to the WCNA members.
14.2 An individual member or affiliated organization may appeal to the Management
Committee against such action. The Management Committee may appoint a Board of Enquiry to assist in determining an appeal. The Board of Enquiry must consist of a chairman and not less than 2 (two) suitably qualified members who are
not concerned in the matter under dispute.
14.3 Any individual member or affiliated organization recommended for suspension or exclusion shall have the right to appear before the Management Committee and/or Board
of Enquiry to present their own case.
14.4 The Board of Enquiry will report its decision to the Management Committee and this decision shall be final. If no appeal is made to the Management Committee, the full Management Committee
shall have the power at its discretion to confirm or overturn the suspension.
14.5 In the event of the conduct of any member or affiliated organization being likely to bring naturism into disrepute, the affiliated organization concerned shall take
immediate steps to exclude the member, failing which action, the Management Committee of the WCNA may, after due inquiry, call upon the affiliated organization concerned to exclude the member and shall report this matter to the Members
of the WCNA. The name of the offending member may be circulated to each affiliated organization, if the Management Committee deems such action appropriate.
14.6 The Chairman shall together with any other members appointed by the Management Committee investigate any allegation that may be made, that the conduct of an individual
member has brought naturism into disrepute or damaged the interests of the WCNA and may, if they, or the majority of them, consider the allegations have been substantiated, expel, suspend from membership or caution the member concerned.
If the member feels aggrieved by such expulsion or suspension, he or she may appeal to the Management Committee, which may then confirm the expulsion, suspension, or caution or overturn it or substitute expulsion, suspension, or
caution for what was originally decided. The decision of the Committee after hearing such an appeal is final.
15
Changes to the Constitution
15.1 The Constitution and Code of Conduct can be changed by a resolution. The resolution has to be agreed upon and passed by not less than 2 (Two) thirds of the members who are at the
AGM or Special General Meeting. Members must vote at this meeting to change the constitution.
15.2 The committee plus 5 (five) paid-up members shall be present at a meeting (“the quorum”) before a decision to change the constitution is taken. At any Annual General Meeting, members
may vote upon such a notion if the details of the changes was set out in a notice.
15.3 A written notice must go out not less than 14 (fourteen) days before the meeting, at which the changes to the Constitution or Code of Conduct, are going to be proposed. The notice
must indicate the proposed changes to the constitution that will be discussed at the meeting.
15.4 No amendments may be made which would have the effect of making the organization cease to exist.
16
Dissolution / Winding Up
16.1 The organization may close down if at least two-thirds of the Members present, and voting at a meeting convened for the purpose of considering such matter, are in favour of closing
down.
16.2 When the organization closes down it has to pay off all its debts. After doing this, if there is property or money left over it should not be paid or given to Members of the organization.
It should be given in some way to another non-profit organization that has similar objectives. The organization’s General Meeting can decide what organization this should be.
17
Interpretation
17.1 Any words used in this constitution shall be interpreted in their ordinary sense as understood by reasonable people. Any matter not specially provided for otherwise will be resolved
by the application of procedures customarily adopted by associations and/or committees.
17.2 Any use in this constitution or the appendix hereto of the word ‘he’, ‘him’ or ‘his’ shall be understood to include the word ‘she’, ‘her’, or ‘hers’ respectively.
This constitution was approved and accepted by members of the WCNA.
Declaration
It forms no part of WCNA’s policy to concern itself with any subject outside the field of naturism and linked activities.
Membership
All clubs, resorts, and societies affiliated with the WCNA may have their advertisements, stationery, or any other printed matter which they may issue, subscribed with the words “Affiliated to or accredited by”, (as appropriate) the
WCNA, and/or the badge/logo of the WCNA.
Duties of the Management Committee
Each elected officer shall act at all times in the best interests of the WCNA and promote the orginisation stated functions and objectives, to the best of their ability, in all things related to naturism.
Chairman:
× The Chairman shall take the Chair at the AGM of the WCNA.
× He will also take the Chair at Committee Meetings.
× He is responsible for organizing the AGM.
× He will be responsible for matters concerning affiliated organizations.
× He must maintain relationships with National and International Naturist organisation.
Vice Chairman:
× Assist the chairman in general management of the organisation and the Management Committee.
× Chair the Management Committee Meetings in the absence of the chair person.
× Promote the brand of the organisation to external groups and individuals.
× Recruit new members and proses new membership applications.
Secretary:
× Summon members to meetings.
× Prepare the agenda for meetings.
× Keep accurate records of the proceedings of all AGM and Committee meetings.
× Process correspondence internally among members, and externally with shareholders, in accordance with instructions of the Committee.
× Keep files, records and lists of members of WCNA and make it available for members viewing.
× Conduct any other duties as the Committee could require.
Treasurer:
× The Treasurer’s duty is to record the receipts and expenditures of the WCNA.
× Prepare the yearly statement of accounts and financial balance.
× Keep the committee fully informed regarding the financial affairs of the WCNA.
Marketing and Networking Coordinator:
× The Marketing and Networking coordinator will arrange for the publication and distribution of information to clubs and members of publications, covering matters of interest to
the movement.
× The Committee shall guide the policy and production of these publications.
× This duty may be in addition to other functions assigned to him.
Events Coordinator:
× The Events-Coordinator is responsible for sourcing and booking of venues for events.
× Arrange and co-ordinate WCNA events.
× Keep records of members attending events.
Officer 1:
Officer 1 is responsible for ad-hoc tasks.
Officer 2:
Officer 2 is responsible for ad-hoc tasks.
Honorary Members:
× This is a position of honor awarded to persons who have given outstanding service to naturism.
× They shall have no ex-officio right to attend committee meetings but invitations may be extended to them from time to time.
× Their duties are to continue to represent naturism and perform any suitable tasks as required by the committee.
RECOMMENDATIONS TO AFFILIATED ORGANIZATIONS
It is strongly recommended that the following clauses be embodied in the rules of affiliated organizations:
Membership shall be confined to persons of good repute; due care being taken to establish the bona fides of prospective members:
× No minor of either sex shall be admitted without the consent of the parent or guardian.
× Where only one partner of a married couple applied for membership, the other may be required to give written consent.