BWASA Constitution

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NAME
VISION
VALUES
MISSION
STRATEGY
LEGAL STATUS
MEMBERS
FULL MEMBERSHIP
CORPORATE MEMBERSHIP
GROUP MEMBERSHIP
HONORARY MEMBERSHIP
LIFE MEMBERSHIP
ENTREPRENEURIAL DEVELOPMENT
REGISTER OF MEMBERS
APPLICATION FOR MEMBERSHIP
TERMINATION OF MEMBERSHIP
MEMBERSHIP FEES
STRUCTURE OF THE ASSOCIATION
THE BOARD
POWERS AND DUTIES OF THE BOARD
INTERESTS OF BOARD MEMBERS TO BE DECLARED
BOARD MEETINGS
ELECTION OF BOARD
TERMINATION OF BOARD MEMBERSHIP
OFFICE BEARERS
EXECUTIVE COMMITTEE AND OTHER SUB-COMMITTEES
THE CHIEF EXECUTIVE OFFICER (CEO)
MEMBERS’ GENERAL MEETINGS
QUORUM, NOTICE AND VOTING
POWERS OF BWA
LIMITATION OF POWERS
BRANCHES
RESPONSIBILITES OF BRANCH COMMITTEE
BRANCH MEETING
NOTICES
AMENDMENT OF THE CONSTITUTION
INDEMNITY
DISPUTE RESOLUTION
DISSOLUTION

SECTION A

SUPREMACY OF THE CONSTITUTION

(a) This Constitution shall supercede any other document that regulates the conduct of members, their relationship or purports to confer authority to BWA or any structure falling under or formed by BWA.

(b) This Constitution shall bind the Board and all other structures established by BWA, whether under this constitution or any document purporting to confer such authority.

SECTION B

PREAMBLE

Whereas BWA has at the past annual general meetings and strategic meetings, particularly those held on 01 August 2002, 28 August 2003, 18 October 2006 and 22 – 23 January 2007 respectively, and the recent strategic planning session and Council meeting of 28 March 2007, resolved that the Constitution of BWA should be reviewed and aligned with the new strategic direction, and further that the Council be transformed into a Board.

And whereas the aforesaid resolutions provide that there shall be the amendment of the Constitution, in particular, the vision, mission, objects, the inclusion of a board to steer the strategic direction of BWA, and the amendment of the amending provision.

Now therefore the members bind themselves to the provisions of this Constitution and its amendments.

BWA commits itself to the economic empowerment of women in line with the principles espoused in South Africa’s transformation agenda.

1. INTERPRETATION

In this Constitution, unless the context otherwise requires -

1.1. “the Act ” means the Non Profit Organisation Act , 1997 (Act No 71 of 1997);
1.2. “ The Association” means BUSINESSWOMEN’S ASSOCIATION;
1.3. “Branch” shall mean a duly constituted provincial branch of the Association
1.4. “Provincial Chapter Committee” “Chapter Committee” means the committee of that Chapter elected by the members of the province to run the Chapter;
1.5. “the Constitution” means the subsisting and duly adopted constitution of BWA;
1.6. “Board Charter” means the document containing the codes of conduct and terms of reference for the Board
1.7. “Businesswoman” means an individual who runs and or manages an enterprise;
1.8. “BWOYA” means the Businesswoman Of the Year Award;
1.9.  “member” means the persons referred to in clause 7;
1.10. “the Board” shall mean the Board of Directors appointed to manage the affairs of the Company;
1.11.  “elected board member” means a chairperson of the province as elected by the members of that province
1.12.  “co-opted board member” means a board member appointed by the President in terms of Clause
1.13.  “Chief Executive Officer (CEO)” means the individual who is appointed by BWA to fulfill the duties as noted in Clause 25;
1.14.  “the Republic” means the Republic of South Africa;
1.15.  “transition period” means the period of one year from
1.16. Words in the singular number shall include the plural and words in the plural number shall include the singular, words importing the masculine gender shall include males, and words importing persons shall include created entities (corporate or not);
1.17. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail;
1.18. Expressions defined in this Constitution shall bear the same meanings in schedules or annexure to this Constitution, which do not themselves, contain their own definitions;
1.19. when any number of days is prescribed in this agreement for issuing of a notice, the same shall exclude the first and include the last day from the date of issuing such notice unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday;

SECTION C

1. NAME

The official name of BWA is BUSINESSWOMEN’S ASSOCIATION (“BWA”).

2. VISION

BWA views itself as “A platform for the inspiration and empowerment of women”

3. VALUES

BWA subscribes to the following values:

Professionalism
Integrity
Empathy
Accountability
Commitment
Success
Respect
Passion

4. MISSION

BWA is established to promote opportunities to support, connect and grow women in business.

5. STRATEGY

5.1 BWA will perform its mission through strategic alliances, networking mentoring, lobbying, developing and recognising excellence in women, in particular in the following manner:

5.1.1 Provide a forum for the interchange of ideas and experience among business women.

5.1.2 Provide information on topical issues and moral support for members.

5.1.3 Assist and provide bursaries for deserving women, who are not members, to study at recognised business schools and empower them to assume positions of responsibility in the business world.

5.1.4 Host the annual Businesswoman of the Year Award banquet.

5.1.5 Host the Regional Businesswomen’s Achiever Awards.

5.1.6 Explore and Develop the Businesswoman of Tomorrow.

5.1.7 Organise a mentorship programme for women in business

5.1.8 Develop additional programmes as and when they are required

6. LEGAL STATUS

6.1 BWA shall be a Voluntary Association of a public character established not for gain, with corporate personality, perpetual succession and legal personality distinct from its members.

6.2 No member shall have any right to the assets of BWA and the liability of the members shall be limited to the amount of their unpaid subscription, if any.

6.3 BWA may sue and be sued in its own name.

7. MEMBERS

7.1 Members shall be the persons recorded as such in the membership register in one of the classes specified in this constitution, who have been accepted into membership by the Branches.

7.2 There shall be five (5) categories of membership, namely, Full, Corporate, Group, Honorary and Life.

7.3 BWA has been established by the Executive Women’s Club of South Africa (“EWC”), the National Association of Women Business Owners (“NAWBO”), and the Professional Women’s Leadership Development Organization (“PROWOLDO”), the founding organization. Accordingly their members in good standing recorded as such as at 13 March 2000, shall ipso facto become members of BWA and shall thereafter be recorded in the Register of Members.

8. FULL MEMBERSHIP

8.1 Branch Committees may grant Full Membership to a person who, in the opinion of the Branch Committee:

8.1.1 is a business owner who has owned a business for at least three (3) years, or

8.1.2 holds a senior executive position in a company or corporation, or

8.1.3 Is a budding entrepreneur or

8.1.4 holds a position in the public or private sector, whether in a profession, government, non-governmental organizations, welfare or politics or

8.1.5 is recognized as a leader in her field or

8.1.6 has contributed to the advancement of women in business and the community

8.2 A Full Member shall have one vote.

9. CORPORATE MEMBERSHIP

9.1 The Board may grant Corporate Membership to a corporation that, in the opinion of the Board, subscribes to the object and is willing to provide revenue, educational information and help to advance BWA in the business community. The terms and conditions, period of membership and fees shall be decided from time to time by the Board.

10. GROUP MEMBERSHIP

10.1 The Board may grant Group Membership to a Corporate which, in the opinion of the Board, enjoys special dispensation in relation to membership fees.

10.2 These fees will be reviewed annually and will cover a specific number of women from the said Corporate.

11. HONORARY MEMBERSHIP

11.1 The Board may grant Honorary membership for such period as it deems fit to persons of distinction who have made significant contributions to the objectives of the Association. Honorary members shall have no voting rights and need not pay fees.

12. LIFE MEMBERSHIP

12.1 Upon leaving office at the completion of her full term of office, the Board may grant Life Membership to the retiring President and Vice President. A Life member shall have voting rights in her capacity as a Life Member and need not pay fees. If she continues to belong to another class of members, she may exercise the rights which may be attached to that class.

13. ENTREPRENEURIAL DEVELOPMENT

13.1 BWA shall pay particular attention to women entrepreneurs in South Africa. The Board may initiate strategies to fulfill this intention.

14. REGISTER OF MEMBERS

14.1 Each Branch shall keep a register of the names and particulars of their members. Each member must make sure that the register has the correct information in the prescribed form, at all times.

14.2 Each Branch must provide the Board with up to date records of Branch membership as and when required, and the records kept by the Board shall be deemed to be correct for the purposes of the Board business. The Branch members shall be the members recorded as such by the Board in the Register of Members.

14.3 Members may inspect the Board Register and a Branch Register at a convenient time, by arrangement.

15. APPLICATION FOR MEMBERSHIP

15.1 A person wishing to become a member must complete the prescribed form and submit it to the local Branch whereupon the Branch chair and local committee will ratify the application

15.2 A member must be registered with a Branch if one exists in the area.

15.3 When recorded in the Register, the member shall enjoy all the rights and shall be subject to all obligations of membership

15.4 A member may transfer Membership from one Branch to another.

15.5 Each member by virtue of her application is deemed to have agreed to be bound by the Constitution

15.6 The Board may invite any person to become a member, whereupon such person shall enjoy the rights and obligations of membership

16. TERMINATION OF MEMBERSHIP

16.1 Membership shall terminate when the Board has recorded in the Register that membership has been terminated after any one of the following events:

16.1.1 If in the opinion of the Board after sending a letter of enquiry to the member, the member no longer meets the requirements for Full or Associate membership or for any other reason, the Board may at any time remove a member’s name from the Register. The Board may review membership, and the Board in consultation with a Branch, shall, decide whether the member still meets the criteria for membership, or whether membership shall be terminated.

16.1.2 Resignation: when the member herself or her Branch informs the Board in writing and has recorded the resignation. No portion of any dues paid shall be refunded to the resigned member. A member may resign by sending a written resignation to the local Branch or to the Board.

16.1.3 Termination: The Board decides to terminate the membership because the member has not paid monies due by her, or has failed to ensure that her correct particulars are in the Register for 6 months (e.g. after one letter has been returned by the post office) or if the member would be disqualified to hold office as a director in terms of the Companies Act, or for any other reason that the Board in its discretion may deem appropriate.

17. MEMBERSHIP FEES

17.1. The Board shall decide what entrance fees, annual subscriptions and other levies shall be paid by any class, group or sub-group of members determined by the Board from time to time

18. STRUCTURE OF THE ASSOCIATION

18.1 BWA shall consist of the following:

18..1.1 The Board and its sub-committees

18.1.2 The Branch Committees

18.1.3 Any other committee or sub-committee that may be constituted by the Board or Branch committees

19. THE BOARD

19.1. The Board shall consist of a maximum of eighteen (18) members with a vote and shall be constituted as follows:

19.1.1 The President.

19.1.2 The Vice - President.

19.1.3 The Chief Executive Officer who shall be an ex officio member without a vote.

19.1.4 Branch Chairpersons who will be board members during the first phase of the board (year one). Thereafter, regions will be grouped by province and represented by one person per province elected by the Branches.

19.1.5 Where a Province has more than three hundred (300) number of paid up members per regional branch, the said regional branch shall be represented by one (1) member on the Board

19.1.6 Six (6) Co-opted members who, by virtue of their expertise, experience and interest in the objects of BWA, may be appointed by the President.

19.2 The term of office of the Board shall be reviewed annually and members shall be co-opted or elected for a period that will suit the transition period in BWA. Thereafter the term of office shall be reconstituted every three years.

19.3 A term on the Board may not exceed more than two consecutive terms of 3 (three) years each

19.4 No board member shall be paid remuneration for her services. The members, may, however be reimbursed for their travelling and other expenses incurred by them in the execution of their duties when, such occur out of the province in which they reside.

20. POWERS AND DUTIES OF THE BOARD

20.1 The President

20.1.1 The President convenes and chairs the meetings of the Board and the Annual General Meeting.

20.1.2 Enforces compliance with the provision of the constitution of BWA and the Board Charter

20.1.3 Signs the minutes of meeting after confirmation.

20.1.4 Generally exercises supervision over the affairs of BWA

20.1.5 Shall prepare a comprehensive annual report on the activities of BWA. Such report shall represent all her activities which took place during her tenure in office.

20.1.6 Shall generally perform such other duties as by usage and custom pertain to her office.

20.2 The Vice – President

20.2.1 The Vice –President shall assume the role of acting President. She shall assume this role either in the absence or incapacitation of the President or by assignment of the President or the Board

20.3 The Board

20.3.1 The Board shall subject to the provisions of this constitution:

20.3.1.1 At its annual meeting, elect two of its members as Chairperson and Deputy Chairperson of the Board who shall hold the title and assume the office of President and Vice President of BWA.

20.3.1.2 Appoint the Chief Executive Officer, the Financial Officer and approve a suitable person to act as Company Secretary.

20.3.1.3 Shall act in good faith and discharge its fiduciary duties with the utmost skill and care

20.3.1.4 Formulate policy and give strategic direction to the Association.

20.3.1.5 Transact such other business as it may deem necessary or appropriate.

20.3.1.6 Collect funds by any lawful fund-raising methods for carrying out the aims for which BWA is established.

20.3.1.7 Ensure that proper accounts of its financial affairs are maintained and annually audited and presented for approval each year at the Annual General Meeting.

20.3.1.8 Amend the constitution and ensure that all amendments made to the Constitution are duly adopted.

20.3.1.9 Generally do all things it may deem necessary to ensure that BWA achieves the objects and is run ethically and effectively and in the public interest as per the Board Charter.

21. INTERESTS OF BOARD MEMBERS TO BE DECLARED

21.1 No Board member shall be disqualified by virtue of her office from contracting with BWA, whether as a vendor or otherwise. The Board member shall declare full details of her interest to the Board or Branch committee prior to a decision being taken on whether any such contract or arrangement shall be entered into, and such member shall not vote on such matter.

22. BOARD MEETINGS

22.1 The Board shall meet at least four (4) times each year.

22.2 The Board shall, at one of the four meetings, convene a special meeting which shall be regarded as the Annual Meeting of the Board.

22.3 The President, in consultation with the Executive Committee, may convene additional meetings of the Board if she deems it necessary to do so.

22.4 The quorum at any meeting shall be sixty (60%) percent.

22.5 The CEO shall supply a copy of the board pack and agenda to each member at least one week prior to a meeting.

22.6 A meeting may be adjourned and postponed to a date to be determined by the members present, if within one and a half (1, 1/2) hours after the time appointed for a meeting a quorum in terms of Clause 22.4 is not present.

22.7 If there’s no quorum, the meeting must reconvene within 21 days of the original date. If there is still no quorum, the meeting proceeds and decisions made there shall be binding

22.8 Voting shall be by simple majority; show of hands. The President of the board shall have a casting vote in the case of an equality of votes on an issue.

23. ELECTION OF BOARD

23.1 Board Members representing their provinces shall be elected at the provincial AGMs of BWA.

23.2 Nominations for the elections shall be four (4) weeks before the scheduled provincial AGMs and shall emanate from the branches

23.3 The nominees who obtain the most votes shall be elected as members of the Board and their names shall be announced at the national AGM.

23.4 The President shall appoint the remaining members of the Board in terms of Clause 19.1.5.

24. TERMINATION OF BOARD MEMBERSHIP

24.1 Membership of Board shall terminate as follows:

24.1.1. On expiry of the member’s term of office, or on termination of her membership of BWA, or in the case of a Branch Chairperson, when the Branch appoints another Chairperson, or

24.1.2 By written resignation delivered to the Board, or

24.1.3 If any member has not come to three successive meetings and has not apologised or given a good excuse, accepted by Board, unless the Board condones the absence: In the case of a Branch representative, Board shall then inform the Branch that appointed her, and ask them to appoint a substitute.

24.1.4 Is guilty of any serious, misconduct or deliberate negligence in the discharge of her duties in accordance with any provisions of this constitution.

24.1.4 She has behaved in such manner that, in the discretion of the Board, has placed BWA’s standing into disrepute.

24.2 The President, Vice President or any other Board member may be removed from office for the above, or for any other reasons by the decision of two-thirds (2/3) vote of Board personally present at a meeting. The notice of the meeting must state that such a proposal is on the agenda, and the officer or member must be allowed to address Board at a meeting if she so wishes.

25. OFFICE BEARERS

25.1 The Board shall meet as soon as possible after each AGM to elect the President, Vice President, Treasurer, the Company Secretary and any other Officers it considers necessary. A person elected to such office may remain on the Board for a period not longer than three (3) years, as provided in 19.2

25.2 Board shall fill vacancies when necessary and from time to time determine the duties of the Officers set out in job descriptions adopted from time to time by Board.

26. EXECUTIVE COMMITTEE AND OTHER SUB-COMMITTEES

26.1 The President, Vice President, CEO, Company Secretary, Treasurer and two Board Members, shall constitute an Executive Committee to deal with urgent matters which arose between the Board Meetings, and day to day business, including staff matters, disciplinary hearings and grievance procedures and obtaining professional help for any purpose. The committee shall decide on its own procedures.

26.2 The appointment of the Executive Committee referred to in the preceding clause shall be effected by the Board.

26.3 Board may appoint and delegate functions to standing and other committees as and when they deem necessary.

26.4 A copy of all Minutes of all sub-committees shall be sent to the President.

27. THE CHIEF EXECUTIVE OFFICER (CEO)

27.1 The Board shall appoint an independent individual as the CEO of BWA.

27.2 The CEO shall be appointed on a performance contract for a period of three (3) years, which contract may be renewed at the discretion of the Board.

27.3 Subject the discretion and control of the Board, the CEO shall in terms of her contract of employment, shall have the power and functions to perform the following:

27.3.1 To manage the affairs of BWA towards its primary objectives ;

27.3.2 Plans, coordinates, and controls the daily operation of BWA through the association’s managers;

27.3.3 Establishes current and long range goals, objectives, plans and policies subject to the approval of the Board;

27.3.4 Meets with BWA’s other executives to ensure that operations are being executed in accordance with BWA’s policies;

27.3.5 Oversees the adequacy and soundness of BWA’s financial structure;

27.3.6 Reviews operating results of BWA, compares them to established objectives, and takes steps to ensure that appropriate measures are taken to correct unsatisfactory results.

27.3.7 Plans and directs all investigations and negotiations pertaining to new sponsorships, joint ventures, the acquisition of new projects, with approval of the Board of Directors;

27.3.8 Establishes and maintains an effective system of communications throughout BWA.

27.3.9 Represents BWA with major sponsors, members, the financial community, and the public.

28. MEMBERS’ GENERAL MEETINGS

28.1 An Annual General Meeting of the members of BWA shall be held not later than March each year, and branch Annual General Meetings no later than February each year. The financial year shall be from 1st January to 31st December each year.

28.2 The agenda of the Annual General Meeting shall include:

Minutes of the previous meeting- to be approved and signed;
The President’s report (including constitutional changes if any to be read out by the Chairperson and discussed)
The Treasurer’s report – including the audited Annual Financial Statements
The Auditor’s name and address to be read out
Names of the Board members to be read out
Resolutions regarding general policy to be discussed
Any other business allowed by the Chairperson

28.3 Written notice of the Annual General Meeting shall be sent to members at least twenty one (21) days before the date of the meeting together with the agenda of the meeting provided that the non-receipt of a notice by a member shall not invalidate the proceedings at a meeting.

28.4 Resolutions to be moved at an Annual General Meeting of BWA shall be proposed and seconded by two (2) members in good standing and shall reach the Board by no later than January 31st . Such resolutions shall be fully motivated to enable them to be circulated to all members before the meeting.

28.5 A simple majority shall carry any motion at a general meeting of BWA except that resolutions for the alteration of the constitution or the dissolution of BWA shall require a two-thirds (2/3) majority of members in good standing present in person or by proxy. Such a signed proxy shall be a member in good standing.

28.6 An extra-ordinary general meeting of members of BWA may be called by the Board to consider matters of urgency or of particular importance to the Association. Ten (10) days notice of such meeting shall be given unless the majority of members agree in writing to waive such notice.

28.7 The President or failing her, the Vice President, shall chair all meetings of the Association. In the absence of the President or Vice President or on their request, the meeting shall appoint a chairperson for that meeting.

28.8 The quorum for all members’ meetings shall be thirty (30) persons or five percent (5%) (whichever be the greater) of the members in good standing present in person or proxy. A member may appoint as her proxy another member in good standing.

28.9 If within thirty (30) minutes of the time appointed for any general meeting, a quorum is not present, the meeting shall stand adjourned to the same time and place on the fourteenth (14th) working day after the original date of the meeting. Written notice of such adjourned meeting shall be sent to members at least seven (7) days before the date of the meeting. At the adjourned meeting, the members present shall constitute a quorum.

28.10 The Board may convene other Members’ General Meetings. A Special General Meeting shall also be convened by the Board on written notice signed by twenty (20) members, and not less than twenty –one (21) days’ notice. Thirty (30) members shall constitute quorum and decisions shall be taken by simple majority of votes at such meetings

29. QUORUM, NOTICE AND VOTING

Unless otherwise provided in this constitution:

29.1 A quorum shall be sixty (60) percent.

29.2 A person entitled to attend and vote at a members’ meeting may appoint a proxy. The proxy shall be given in a form with sufficient information as approved by the Chairperson.

29.3 Reasonable notice of a meeting shall be given in person or by sending it to the member at the contact address as recorded in the register, by post or by phone, fax or other electronic means.

29.4 Decisions shall be taken by the vote of the majority of those persons present in person or by proxy and entitled to vote at the meeting.

29.5 Voting shall be by show of hands or by written ballot if so decided by the meeting concerned.

29.6 The chairperson at any meeting shall have only one vote.

29.7 A person who has a personal interest (directly or indirectly through a corporation or trust or otherwise) in any contract or arrangement, shall disclose that interest at the Meeting concerned and shall not have a vote, but may attend and speak at meetings on that topic, by invitation of the Chairperson.

29.8 Only paid up members may vote at members’ meetings, unless the Chairperson at that meeting condones non-payment for the purpose of voting.

30. POWERS OF BWA

29.1.1BWA shall have all the powers necessary, in the opinion of the Board, to attain its objectives which powers shall be vested in the Board, and without limiting its general powers, may:

29.1.1 acquire, hold, invest, re-invest, improve, turn to account, and alienate moveable or immovable property;

29.1.2 buy, sell, lend, exchange, insure, borrow, lease, and let assets;

29.1.3 employ, pay and indemnify administrative educational staff, agents and advisers of every description;

29.1.4 delegate any of its powers to such committee or person as it may deem fit;

29.1.5 engage in legal proceedings of every description and sue or be sued in its own name;

29.1.6 open and operate on accounts at reputable banks and recognized financial institutions, provided that all cheques and formal documents shall be signed by not less than 2 persons appointed for the purpose by the Board;

29.1.7 indemnify and hold harmless to the full extent permitted by law and to purchase and maintain liability insurance on behalf of any person who serves or has served as a director, officer, employee, or authorised agent of BWA or who serves or has served, at the request of the Board as a director, officer, employee, or authorised agent of another corporation, partnership, joint venture, trust or other entity.

29.1.8 Do anything else necessary for the above.

30. LIMITATION OF POWERS

Notwithstanding the above, the specific and implied powers of BWA shall be limited to the effect that it:

30.1 The activities of BWA will be wholly or mainly directed to the furtherance of its sole or principal object;

30.2 BWA shall not distribute any profits or gains, if any, to any member or other person, and shall use its surplus funds solely for investment, which investments shall be for the objects for which it has been established;

30.3 Funds available for investment shall be invested only in:

30.3.1 One or more financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act 1984 and the Financial Services Board Act 97 of 1990, or

30.3.2 Securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act 1 of 1985

30.3.3 A legally registered entity designed to house BWA’s investment portfolio.

30.3.4 Business enterprises designed to provide a sustainable fund for the BWA.

30.4 BWA shall not make loans to any person;

30.5 Amendments to the constitution shall be submitted for approval to the Commission for the South African Revenue Service (with effect from when tax exemption is granted).

30.6 Upon winding up or liquidation BWA shall give or transfer its assets remaining after the satisfaction of its liabilities to some other company, society or BWA with objects similar to those of the Association.

31. BRANCHES

31.1 The Board shall call a general meeting of the members in the area where the branch is formed to approve the formation of a branch and to elect a branch committee to manage the affairs of the branch.

31.2 A Branch committee shall consist of at least six (6) and not more than twelve (12) elected members. It may co-opt persons until the end of the following AGM, to fill vacancies, or to contribute useful skills, such as the Treasurer, if she is not already an elected member and a legal adviser. The Branch Committee shall appoint a Chairperson from their number.

31.3 At the end of each subsequent Annual General Meeting of the Branch 30% of the members of the committee shall retire by rotation

31.4 Retiring Branch Committee members shall be eligible for re-election if nominated and not more than two (2) terms. A Branch Committee member may not, however, be nominated for re-election for a continuous period of more than three (3) years and shall be absent from the branch committee for one (1) year before she may be re-elected. The Chairperson may however hold office for a maximum of another four (4) years. The period between Annual General Meetings shall be deemed to be one (1) year.

31.5 A co-opted member shall be eligible for election to the Board if nominated. Her term of office shall be deemed to have commenced at the Annual General Meeting at which she is elected.

31.6 At least one (1) month before the Annual General Meeting of the branch, the Branch Committee shall call for nominations to fill the vacancies on the committee. Nominees shall be members of the branch in good standing. Provided that the nominee shall have been a member of BWA for at least one (1) year and provided further that the written agreement of the nominee shall be obtained before the nomination is submitted to the branch.

31.7 The rule of one (1) year’s membership shall not apply in the case of the election of the first committee of a newly formed Branch.

31.8 At the Annual General Meeting, the names of the nominees shall be announced. If there are more nominations than vacancies, a secret ballot shall be held for the election of the number of committee members required.

31.9 The meeting shall appoint two scrutineers to count the votes and the Chairperson shall announce the results of the voting as well as the names of the committee members remaining on the committee.

31.10 Members of a Branch committee shall cease to hold membership of the committee if they become members who are not in good standing or if they fail to attend two committee meetings without apology or condonation or if for any reason their membership of BWA is terminated.

32. RESPONSIBILITES OF BRANCH COMMITTEE

32.1.1 The responsibilities of the Branch committee shall be:

32.1.2 To manage the affairs of the branch subject to the procedure established by the Board.

32.1.3 To elect a Chairperson of the committee at the first committee meeting after the AGM annually from among its committee members; the Chairperson may hold office for a total period of not more than three (3) consecutive years and two (2) terms of office.

32.1.4 To appoint an honorary treasurer from among its members

32.1.5 To submit a quarterly report to the Board covering the activities and finances of the branch.

32.1.6 To establish sub-committees to deal with specific issues. The chairpersons of such sub-committees shall be members of the branch committee, but the members of the sub-committees should be members of the branch in good standing.

32.1.7 To adhere to the constitution and to the standing rules of the Association.

32.1.8 To account to the Board for the control of its financial affairs.

32.1.9 To supply the Board with copies of accounts and minutes and shall provide such information as may be requested; the Branch Chairperson, Secretary AND Treasurer shall keep the Board fully informed of its affairs.

32.2 A Branch shall be bound by the provisions of this constitution and all amendments to it and shall conform to the spirit of this constitution wherever there is no clear provision on any matter.

32.3 A Branch shall be established in respect of a particular geographic area and shall use the name prescribed for it by the Board

32.4 The Board may by agreement of seventy five percent (75%) of its voting members at any time dissolve the Branch, after consultation with the Branch Committee.

33. BRANCH MEETING

33.1 The Branch committee shall meet as often as they decide provided that they shall meet not less than ten (10) times per year.

33.2 A special resolution of the Branch committee may be called at the request of twenty five percent (25%) of the members of the committee provided that the business to be conducted at such a meeting shall be fully motivated.

33.3 Notices of branch committee meetings shall be given in accordance with the standing rules of the Association, provided that non-receipt of a notice by a branch committee member shall not invalidate the business transacted at a meeting.

33.4 The quorum for branch committee meetings shall be twenty –five (25%) of the members of the committee.

33.5 The Branch Committee shall convene an Annual General Meeting for the members of the branch no later than the end of February each year. The financial year shall run from 1st January to 31st December.

33.6 Written notice of the Annual General Meeting shall be sent to branch members at least twenty-one (21) days before the date of the meeting together with the agenda of the meeting provided that non-receipt of a notice by a member shall not invalidate the proceedings at a meeting.

33.7 The quorum for the Annual General Meetings of the members of a branch shall be twenty-five percent (25%) of the membership of the branch in good standing present in person or by proxy. Such proxy shall be a member of the branch in good standing.

33.8 Resolutions to be moved at an Annual General Meeting of the members of a branch shall be proposed and seconded by two (2) members in good standing and shall reach the branch committee by no later than December 31st for members to be proposed. Such resolution shall be fully motivated to enable them to be circulated to all members before the meeting.

33.9 A simple majority shall carry any motion at an Annual General Meeting of the branch.

33.10 A special general meeting of a branch may be called by a majority of members in good standing provided that the business to be transacted at such a meeting shall be fully motivated. The notice of such meeting and the quorum required shall be twenty-five percent (25%) of members.

33.11 The Chairperson of the branch committee shall preside at all meetings of the branch. In the absence of the Chairperson, the meeting shall elect a Chairperson from among their number.

33.12 If within thirty (30) minutes of the time appointed for any general meeting of the branch, a quorum is not present, the meeting shall stand adjourned to the same time and place on the fourteenth (14th) working day after the original date of the meeting. Written notice of such an adjourned meeting shall be sent to members at least seven (7) days before the date of the meeting. At the adjourned meeting, the member present shall constitute a quorum.

34. NOTICES

34.1 A notice by BWA to any member shall be regarded as validly given if it is either delivered personally to the member or sent by fax, or email to her registered address.

34.2 Members shall be responsible for notifying BWA of any changes in their address.

35. AMENDMENT OF THE CONSTITUTION

35.1 This constitution may be revised or amended by two thirds (2/3) of the members of Board present at a Board meeting convened for the purpose.

35.2 The proposed amendment shall be included in the agenda. Notice of the proposed amendment shall be given to each Board member twenty-one (21) days prior to the Board meeting at which the amendment shall be considered, unless every voting member waives notice.

35.3 A twenty-one (21) days’ notice of the proposed amendment shall also be sent to every member of BWA. If any member objects she must inform Board in writing, giving her reasons and suggested alternative, not later than seven (7) days before the meeting. If ten percent (10%) of members object in writing, the decision will be delayed to a general meeting. This provision shall not apply to formal amendments made by Board to clarify or improve procedure, or to meet the requirements of the SA Revenue Service during the first year of operation of the Association.

35.4 The amendment shall be reported to members at the following AGM and a copy of the amendments and the constitution shall be available for inspection. Copies of the amended constitution shall be available for members on payment of the specified fee, if any.

35.5 A special General Meeting of Members may be convened in terms of Clause 32.10 to review and amend the constitution. The constitution may be amended at such a meeting by a resolution passed by not less than seventy-five percent (75%) of the members voting in person or proxy and by not less than forty (40) persons or by five percent (5%) of the membership, which ever be the greater.

35.6 Amendment to the constitution shall be submitted for approval to the Commissioner for the South African Revenue Service (with effect from when tax exemption has been granted).

35.7 Amendments to the constitution shall be made available on BWA’s website for access to the general membership.

36. INDEMNITY

36.1 BWA shall be deemed to indemnify and hold each Board member and each office-bearer harmless against all claims, demands and actions of whatsoever nature that may be made upon or brought against her, whether individually and/ or jointly and severally, arising out of or in connection with the administration of the Association, save and except where the claims and/or actions are caused by the personal wilful bad faith or fraud of such office bearer.

37. DISPUTE RESOLUTION

37.1 In the event of any dispute arising out of the interpretation and application of this document, the management of BWA or such other incidental matters, the structure declaring the dispute shall notify the other in writing in a manner provided for under this constitution.

37.2 The notice of the dispute must in the minimum contain the following:

37.2.1 Issues in dispute

37.2.2 The nature of the dispute – whether it is procedural or substantive

37.2.3 The period during which such issues pertained

37.2.4 Whether there have been any preliminary attempts to resolve the dispute within the internal structure of the Association

37.3 On receipt of the notice by the structure declaring a dispute, both structures must endeavour in good faith to resolve the dispute expeditiously using any of the recognized alternative dispute resolution methods.

37.4 If both structures do not agree within seven (7) days of receipt of the notice as to:

37.4.1 The dispute resolution method and procedure to be adopted;

37.4.2 The timetable for all steps in those procedures;

37.4.3 The selection and compensation of independent person/s required to conduct the Alternative Dispute Resolution;

Then the dispute shall be settled in accordance with the Mediation and Arbitration Laws of South Africa.

38. DISSOLUTION

38.1 Provided that two thirds (2/3) of the members present in person or by proxy and entitled to vote, so agree at a general meeting of members duly called for that purpose:

38.1.1 BWA may be dissolved, or

38.1.2 BWA may resolve to amalgamate and merge with one or more similar organisation with aims which are substantially similar to those of the Association, in such manner as the members present at the meeting deem fit, in order to establish a new organization which will generally benefit women in the workplace.

38.2 On passing a resolution to amalgamate and merge:

38.2.1 An interim Committee with the power to delegate and co-opt to fill vacancies shall be appointed at the meeting to take responsibility for the amalgamation procedure. The election of a new Board in terms of Clause 21 shall not be necessary;

38.2.2 The Interim Committee shall have power to exercise all the powers of Board and power to do all things necessary to effect such amalgamation, including the amalgamation of branches, and to determine the date upon which assets and liabilities of BWA shall be vested in such new organization and when a Branch or BWA shall cease to exist. The Interim Committee shall have power to register all assets of BWA in the name of the new organization, and to substitute the new organization as debtor in regard to any one or more debts and contingent liabilities and obligations of the Association.

38.2.3 A new Board shall be elected to replace the Interim Committee not later than the first subsequent annual general meeting of BWA or of the organisation resulting from the merger (referred to as the “new organization”) as the case may be.

38.2.4 Any surplus assets after the liabilities have been met shall vest in the new organization.

38.3 On dissolution and winding up:

38.3.1 An Interim Committee (with similar powers to those above) shall be appointed at the meeting to take responsibility for the dissolution procedure with power to delegate and co-opt to fill vacancies.

38.3.2 All assets shall be sold and liabilities discharged

38.3.3 Any surplus after the liabilities have been met shall be donated to an organization with similar aims to those of BWA which is itself exempt from the payment of income tax and the decision as to which organization shall receive the funds shall be agreed at the meeting at which the dissolution of BWA is decided.

14 May 2007