| 1: | Name | |||
| This forum shall be called the Confraternity of St James of South Africa. | ||||
| 2: | Objects | |||
| The objects of the Confraternity shall be: | ||||
| (a) | To promote the interests of the pilgrims (both future and past) to Santiago de Compostela. | |||
| (b) | To promote a general awareness amongst all South Africans to the Camino de Santiago and ensure that this knowledge is imparted to the community as a whole. | |||
| (c) | To assist its members with advice in preparation for and execution of the Camino de Santiago. | |||
| (d) | To collect and disseminate information likely to be of use to members of the Confraternity. | |||
| (e) | To co-operate with local authorities, government bodies, and other necessary bodies in the establishment of a presence in Spain. | |||
| (f) | To join or become a member of any body or other Confraternity or to co-operate with any such body or Confraternity, whether incorporated or not, whose objects are wholly or in part similar to those of the Confraternity. | |||
| (g) | To invest any moneys of the Confraternity upon such security, and on such terms and conditions as may from time to time be decided. | |||
| (h) | To purchase, lease, acquire, hold and deal with property either fixed or movable on behalf of the confraternity. | |||
| (i) | To do all such other things as are incidental or conducive to the attainment of the above objects. | |||
| 3: | Membership | |||
| 3.1 | Membership of the Confraternity of St James of South Africa is open to: | |||
| (a) | Any resident of South Africa or individual, demonstrating a legitimate interest in the Camino de Santiago. For purpose of definition South Africa will include all states sharing a common border namely Botswana, Lesotho, Mozambique, Namibia, Swaziland and Zimbabwe. |
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| (b) | Any firm, partnership or institution that has legitimate interest in the events and history of the Camino de Santiago, and has been accepted by the Confraternity as having these interests at heart. | |||
| 3.2 | Applications for membership shall be made on the form prescribed by the Confraternity and shall be lodged with the Secretary. | |||
| 3.3 | All applications for membership shall be submitted by the Secretary to the next general meeting of the Confraternity or, if an Executive Committee has been appointed in terms of section 4 (1), to the next meeting of such committee for acceptance, provided, that where such application is refused by the Executive Committee the applicant shall have the right of appeal to the next general meeting whose decision shall be final. | |||
| 3.4 | The subscription payable by each member shall be payable yearly and shall be calculated at such a rate and on such a formula as may be determined, from time to time by a general meeting of the Confraternity; provided that a general meeting may at any time with a view to securing funds for any particular purpose, by resolution supported by two-thirds of the members present and eligible to vote at the meeting at which the matter is put, impose a levy on each and every member of the Confraternity, provided proper due notice of the proposed levy has been given in the agenda for such general meeting. | |||
| 3.5 | Any member whose subscription is more than three months overdue or who is expelled from the Confraternity shall not be entitled to enforce any rights of membership. | |||
| 3.6 | Each member shall register with the Secretary an address and, except where otherwise provided for herein notices sent through the post to the registered address shall be construed as proper notice to the member concerned. Should a member fail to register his address he shall be deemed to have waived his right to receive notices. | |||
| 4: | Meetings | |||
| 4.1 | The Executive Committee shall meet as often as the Chairman may deem necessary, and may be summoned at any time by the Chairman or, if he is not available, the Secretary of the Confraternity. Not less than seven days notice of every meeting of the Committee shall be given in writing to members of the Committee by the Secretary provided that in case of urgency such shorter notice may be given as the Chairman may determine. | |||
| 4.2 | Once in every calendar year there shall be held a general meeting of the Confraternity (to be called the Annual General Meeting) for the purpose of electing the Chairman, Vice-Chairman and the Executive Committee for the ensuing year and transacting any such other or further business as the Executive' Committee shall submit. | |||
| 4.3 | Such further General Meetings of the Confraternity shall be held from time to time as the Chairman may decide. | |||
| 4.4 | The Chairman shall call a Special General Meeting on receiving a request to that effect signed by not less than five of the members who are not out of benefit in terms of Section 3 of the Constitution specifying the object of such Meeting. | |||
| 4.5 | Not less than ten days' notice of every General Meeting shall be given to every member by the Secretary, provided that in the case of Special General Meetings such shorter notice as may be decided by the Chairman may be given. It shall, however, be a specific requirement that members attending a special general meeting shall, before proceeding to the business of the meeting, first resolve to condone the giving of short notice and in the absence of a two thirds majority of those present and eligible to vote, assenting to the short notice, the meeting shall be dissolved. | |||
| 5: | Organisation and Management | |||
| 5.1 | Subject to Sub-Section (2) of this Section, and subject to the instructions of the Confraternity in General Meeting, the management and control of the Confraternity and its affairs shall be entrusted to an Executive Committee, the members of which shall be representatives of members of the Confraternity, and shall hold office for no longer than a one year term, or until their successors have been appointed if retiring before completion of a term. Retiring members of the Executive Committee shall be eligible for re-election subject to a maximum of 3 consecutive terms. | |||
| 5.2 | The Executive Committee shall consist of the Chairman and Vice-Chairman of the Confraternity, together with such members as may be decided by the Annual General Meeting and shall in no case exceed eight members in all. The Executive Committee, including the Chairman and Vice-Chairman shall be elected on motion at the Annual General Meeting and shall hold office until the next Annual General Meeting or until their successors is appointed. The Executive Committee shall, however, have power to co-opt members or representatives of members to act as Sub-Committees as may from time to time be necessary. | |||
| 5.3 | The office of a member of the Executive Committee shall be vacated: | |||
| (a) | On resigning from the Executive Committee. | |||
| (b) | On ceasing to be a member of the Confraternity or a member of the body, which the Committee member represents. | |||
| (c) | Any member of the Executive Committee, who absents himself from three consecutive meetings of the Committee without leave of absence, shall ipso facto cease to be a member of that Committee. | |||
| The Committee shall fill any interim vacancy occurring in the Executive Committee. | ||||
| 5.4 | The Executive Committee shall be vested with the following powers and duties | |||
| (a) | To examine the qualifications of applicants for membership and deal with applications for membership. | |||
| (b) | To acquire, lease, manage, control, deal with and turn to account any property rights and privileges on behalf of the Confraternity. | |||
| (c) | To secure the fulfilment of any contracts or engagements entered into by the Confraternity. | |||
| (d) | To appoint, and at their discretion remove or suspend, the Secretary as they may think fit; to vest in him such powers as the Executive Committee may think expedient; to determine his duties and fix and vary his emoluments (if any) and to require security in such instances, and to such amounts, as the Executive Committee may think fit. | |||
| (e) | To institute, conduct, defend, compound, or abandon any legal proceedings by and against the Confraternity or its officers. | |||
| (f) | To open and operate a banking account or accounts in the name of the Confraternity and to specify the signatories authorised to operate such banking accounts on behalf of the Confraternity. | |||
| (g) | To invest and deal with any of the moneys of the Confraternity not immediately required and from time to time to vary or realise such investments. | |||
| (h) | To enter into all negotiations and contracts in the name of and on behalf of the Confraternity and to execute such acts and deeds that the Executive Committee consider it expedient to do to fulfil its vested powers. | |||
| (i) | To delegate to sub-committees any powers of the executive committee. | |||
| (j) | To review the area that forms the boundaries of interest of the Confraternity and if thought fit recommends changes at a General Meeting. | |||
| (k) | Generally to carry out and give effect to the objects of the Confraternity as specified in Section 2 hereof. | |||
| 5.5 | The Secretary, as part of his duties, shall: | |||
| (a) | Keep correct Minutes of the proceedings of general meetings of the Confraternity and of meetings of its Executive Committee. | |||
| (b) | Keep a register of members of the Confraternity showing the subscriptions paid by each member and the periods to which these payments relate. | |||
| (c) | Keep books of account of the Confraternity's funds. Such books of account shall be audited once in every calendar year by an independent person or firm nominated by the Executive Committee, such audited accounts and the auditors report to be made available to members at the offices of the Secretary. | |||
| (d) | Generally to carry out such other duties and functions as may be required by the Confraternity or its Executive Committee from time to time. | |||
| 5.6 | Conduct of meetings. | |||
| 5.6.1 | The quorum for meetings shall be: | |||
| (a) | At general meetings ten of the members of the Confraternity who are in benefit. | |||
| (b) | At Executive Committee meetings five of the members of the Committee. | |||
| 5.6.2 | Questions arising at any general meeting of the Confraternity, unless otherwise provided herein, shall be decided on motion duly seconded and voted upon by a show of hands unless a secret ballot is demanded. In the event of an equality of votes the Chairman of such meeting shall have a casting vote in addition to his deliberative vote. All motions shall, unless otherwise provided herein, be decided by a majority vote. | |||
| 5.6.3 | At any general meeting of the Confraternity and whether on a show of hands or by ballot, each member shall be entitled to only one vote. No member shall be entitled to vote if and so long as any subscriptions due by him are unpaid. | |||
| 5.6.4 | All matters, including motions by individual members, to be dealt with at a particular meeting of the Confraternity, or the Executive Committee, shall be circulated by the secretary in the form of agenda, together with a notification of the meeting. Matters not appearing on the agenda may be discussed with the approval of the meeting. | |||
| 5.6.5 | Questions arising at any meeting of the Executive Committee shall be decided by a show of hands. In an equality of votes the Chairman shall have a second or casting vote. | |||
| 5.6.6 | The Chairman and, failing him, the Vice-Chairman, of the Confraternity shall preside at all general and Executive Committee meetings. In the event of neither the Chairman nor the vice-Chairman being present within five minutes after the time for which a meeting shall have been called, the members present may proceed to elect a Chairman for the meeting. Should the seat of the Chairman or vice-Chairman become vacant, the vacancy shall be filled by the Executive Committee pending the next ensuing general meeting. | |||
| 5.6.7 | At every meeting of the Confraternity, or its Executive Committee, the Minutes of the last preceding meeting shall be submitted by the Secretary and signed by the presiding officer after confirmation. | |||
| 5.6.8 | If within fifteen minutes from the time appointed for any meeting of the Confraternity a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved, but in any other circumstances, it shall stand adjourned for at least seven days from the date of which the meeting was called at the same time and place such day to be fixed by the Chairman. Notice of such meeting shall be given to members of the Confraternity in writing, and at such adjourned meeting the members present shall form a quorum even if their number be less than the quorum stipulated in Section 6 (1) of this Constitution. | |||
| 5.6.9 | A secret ballot on any question may be taken if a general meeting so decides, and shall be taken if demanded at any general meeting on the instance of any two members present at the meeting. | |||
| 5.7 | Honorary Membership | |||
| Persons who have rendered outstanding service to the CSJ may at the discretion of the members at the Annual General Meeting be elected Honorary Members. The proposal of awarding honorary membership may only be made by a fully paid up member. This member shall submit a properly motivated and seconded written proposal in advance to the EXCO. The EXCO shall consider the proposal and submit it together with their decision for approval at the next Annual General Meeting. Honorary members shall not be required to pay subscriptions. | ||||
| 6: | Resignations | |||
| 6.1 | A member may resign on giving one months notice in writing to the secretary of the Confraternity, provided that no resignation shall be accepted unless the member desiring to resign shall have paid in full the current month's subscription. Such member shall be required to meet any outstanding obligations he may have to the Confraternity at the date of his resignation. | |||
| 7: | Representation on other Organisations | |||
| 7.1 | The representative of a member of the Confraternity elected by the Confraternity to represent it on any other body, with which the Confraternity is co-operating, shall serve in that capacity, and not as an individual. The Confraternity may at any time withdraw a representative and appoint another in his stead. Representatives may resign by giving one week's notice to the Secretary. Representatives shall while serving, carry out the instructions of the Confraternity or the Executive Committee in all matters pertaining to their appointments. The provisions of this section shall apply equally to any alternate appointed to act in the place of a representative. | |||
| 8: | Expulsions | |||
| 8.1 | A General Meeting of the Confraternity may strike off the list of members any member whom, in the opinion of the meeting, shall have acted in contravention of the Constitution of the Confraternity or by their conduct rendered them unfit to remain a member of the Confraternity. The decision of the General Meeting shall be final. A member whose expulsion from the Confraternity has been authorised in accordance with the provisions of this Section shall cease to be a member of the Confraternity, and shall have no claim on its funds. | |||
| 9: | Liability of Members | |||
| 9.1 | The financial liability of each member of the Confraternity shall be limited to the amount of his current subscription or other moneys due and unpaid. | |||
| 10: | Winding-Up | |||
| 10.1 | The Confraternity shall be wound up if by decision of a secret ballot a majority of the total number of members of the Confraternity vote in favour of a resolution that the Confraternity is wound up. If a resolution for the winding-up of the Confraternity has been passed as provided in sub-section (1) or if for any reason the Confraternity is unable to continue to function, the last-appointed Chairman of the Confraternity or, if he is not available, the available members of the last-appointed Executive Committee of the Confraternity, shall forthwith appoint a trustee to carry out the winding-up. The trustee shall not be a member of the Confraternity and shall be paid such fees as may be agreed upon between him and the said members of the Confraternity's last-appointed Executive Committee. The trustees shall take the necessary steps to liquidate the debts of the Confraternity from its unexpended funds and any other moneys realised from any assets of the Confraternity. After the payment of all debts, the remaining funds, if any, shall be disposed of by the trustee according to the decisions of the remaining members of the Confraternity in good standing or, if the remaining members are unable or unwilling to decide on this matter, by the remaining funds being passed over to an organisation with similar aims and objects to the Confraternity. |
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| 11: | Alterations in Constitution | |||
| 11.1 | The objects of the Confraternity, and any clauses in this Constitution may be altered, amended or added to by a resolution duly carried by a majority of not less than two-thirds of the members who are present at a General Meeting of the Confraternity called for the purpose, and who are entitled to vote, provided that a General Meeting may by unanimous vote, amend the Constitution without notice. | |||
| 12: | By Laws | |||
| 12.1 | The Confraternity or the Executive Committee may, from time to time, make and enforce by-laws not inconsistent with this Constitution. Such by-laws shall be deemed to form part of the Constitution. | |||