1.      NAME AND STATUS

1.1                The name of the Association is  SOUTHERN CAPE JEWISH COUNCIL or such other similar name as shall be decided upon at the inaugural meeting.

1.2                The Association shall be an Association :

1.2.1           with legal personality, capable of suing and being sued in its own name;

1.2.2           in which none of the members in their personal capacities shall have any right, title or interest to or in the property, funds or assets of the Association; and

1.2.3           not for profit, but for the benefit of its members.

 

2.      HEAD NOTES
                The head notes to the clauses in this Constitution  are inserted for reference purposes only and shall not affect the interpretation  of any of the provisions to which they relate.

 

3.      MAIN BUSINESS AND OBJECT

                The main business  and object of the Association is the promotion, advancement and protection of the common interests and identity of its Members , and to represent such members at national level through its affiliation to the SAJBD, and to act as a channel of communication between SAJBD and its members. The Association shall be primarily a social group.

 

4.      POWERS

The Association shall have the powers to do such acts as are necessary to accomplish these objects and any object implied herein.

 

5.      FINANCIAL YEAR END
               The financial year of the Association shall commence on the  1^st July in each year and shall end at the end of  June of the following year.

 

6.     ALTERATION OF CONSTITUTION

              Subject to the provisions of this Constitution the Association may by special resolution add to or alter this Constitution and any alteration or addition so
              made shall be as valid as if originally contained therein and be subject in like manner to alteration by special resolution.

 

7.      MEMBERSHIP, VOTING & SUBSCRIPTIONS

7.1          The Association shall be organized without capital and membership thereof shall be open to all persons of the  Jewish faith living in the Southern Cape area.

7.2          Each Member shall be entitled to one vote.                                                                             

7.3          Every member shall pay an annual subscription to the Association, the amount of which shall be determined in terms of Clause 12 hereof. 

7.4          The Association shall maintain a register of all Members, listing inter alia, the Members’ names and addresses, together with all
      such details as may be required for the effective implementation of the provisions of this Constitution.

7.5          The rights and obligations of a Member shall not be transferable and every Member shall to the best of his ability further
      the objects and interests of the Association;

 

8.           POWERS AND MANAGEMENT

8.1          The Management and administration of the Association shall be exercised by the members in General Meeting,
      provided that the members in General Meeting shall be entitled to elect up to 4 (four) members of the Association
      to whom the management and administration of the Association, including any of its powers, may be delegated,
      herein referred to as the Committee.

8.2          As far as possible, the Committee shall be elected so as to represent equally the 4 main geographical areas of

            George / Mossel Bay / Wilderness, Knysna / Sedgefield, Plettenberg Bay and Oudtshoorn / Little  Karoo.

8.3         The Committee shall appoint from it’s members a Vice Chairman, who shall stand in for the Chairman whenever necessary,
      a Treasurer who shall be responsible for finances and keeping proper records, and a minutes and correspondence Secretary.

8.4           Any act performed without any proper authority by any member may be ratified and confirmed  by the members.

8.5           A  member who is duly authorized to act on behalf of the Association shall be entitled to be repaid by  the Association any reasonable and
                bona fide expenses incurred by him in connection with and  incidental to the performance of his duties.

8.6          If deemed necessary, the Committee shall have the power to co-opt further members.

 

9.         CHAIRMAN OF THE ASSOCIATION

9.1         The Chairman of the Association shall be elected at each Annual General Meeting and he shall remain in office, unless he vacates
                in terms of the provisions of this Constitution, until the following Annual General Meeting when he shall retire but be eligible for re-election.

9.2          The Chairman shall cease office as such if:

9.2.1           By notice in writing to the Association he resigns his office.

9.2.2           He is or becomes of unsound mind.

9.2.3           He surrenders his estate as insolvent or his estate is sequestrated.

9.2.4           He is convicted of an offence which involves dishonesty.

9.2.5           He absents himself from two consecutive  General Meetings.

9.2.6           By resolution of 2/3rds of all members at a General Meeting he is removed from office.

9.2.7           His annual subscription falls into arrears.

 

10.          INDEMNITY
                   No duly authorized member to whom the whole or any aspect of management and administration of the Association has been delegated
                   shall be liable to the Association or to any member thereof or to any other person whomsoever for any act or omission by himself,
                  or by the servants, agents, contractors or employees of the Association.  Such member shall be indemnified by the Association against
                  any loss or damage  suffered by him in consequence of any purported liability, provided that such member has, upon the basis of information
                  known to him, or which should reasonably have been known to him, acted in good faith and without  gross negligence.

 

11.          MEETINGS OF THE ASSOCIATION

11.1    Annual General Meetings

Annual General Meetings of members shall be held once in every year at such time and place as the members may agree, but so that no more than 15 months shall be allowed between any two such successive meetings.  The business to be done at the Annual General Meeting shall include:

11.1.1        the receipt of a report on the affairs of the Association.

11.1.2       The election of a Committee to carry out the management and administration of the Association.

11.1.3       The adoption of the minutes of the previous Annual General Meeting.

11.1.4       The adoption of the balance sheet and accounts.

11.1.5       The consideration of any resolutions concerning the affairs of the Association of which due notice has been given to all members.

.                               11.1.6    The election of a Chairman.

11.1.7       The appointment & remuneration of the Auditor.

11.1.8       Any other business.

 

11.2     Ordinary General Meetings
       Any member may call an Ordinary General Meeting of members.

11.3        Presence at Meetings
      Each member shall be obliged to be present in person or represented by proxy at the Annual General Meeting and
      at any Ordinary General Meeting, failing which such members shall be deemed to have voted in favour of any resolution
      passed at such meeting by the remaining members.

11.4        Notice of Meetings

        An Annual General Meeting shall be convened with not less than 21 days notice in writing.  An Ordinary General Meeting
        shall be called with not less than 14 days notice in writing.  The  notice shall be inclusive of the day on which it is given and
        shall specify the place, the day and the hour of the meeting and the general nature of the matter(s) to be discussed;
        provided that any meeting shall, notwithstanding that it is called by shorter notice than that specified, be deemed to have been
        correctly called if it is so agreed by all the members.

11.5        Validity of Meeting
      The non-receipt of a notice of the meeting by any person or member entitled to receive suchnotice shall not invalidate
       the proceedings of that meeting, except to the extent that such proceedings have prejudiced, or on the balance of probability
      would materially prejudice, the financial or proprietary interests of the relevant member who did not receive the aforesaid notice.
      The onus of proving such prejudice shall be on the relevant member.

11.6        Quorum

       No matters shall be discussed at any meetings unless a quorum is present when a meeting commences.
       For all purposes, the quorum shall be members present in person or by proxy and shall be equal to at least 50% of the total number of members.

11.7            Adjournment
    If within half an hour of the time appointed for the holding of a meeting, a quorum is not present, the meeting shall stand adjourned
    to the same day in the next week at the same time and place and if at such adjourned meeting a quorum is not present within
    half an hour from the time appointed for holding the meeting, the members present shall be a quorum.
    All members of the Association shall be forwarded notice of such adjourned meeting.

11.8       Chairing of Meetings

     In the absence of the Chairman of the Association the members present shall choose a chairman of the meeting to preside thereover. 
    The Chairman of the  meeting shall keep or cause to be kept minutes of the meeting.

11.8.1       Each member present in person shall have one vote .

11.8.2       Each person present as proxy for a member shall have one vote.

11.8.3       Each member and person present as proxy for a member shall indicate clearly how he casts each vote to which he is entitled as aforesaid.

11.8.4       All resolutions shall, except as otherwise provided herein, be by simple majority by those members present in person or proxy at the meeting and voting.

11.8.5       The chairman of the meeting shall count the votes cast for and against the resolution and shall declare it carried or lost as the case may be.

11.8.6       A declaration by the chairman of a result of the voting by show of hands and an entry thereof in the minute book of the Association shall be conclusive evidence of that vote.

11.8.7       The chairman shall not have a casting vote in addition to his ordinary vote.

 

11.9     Proxy

11.9.1       Votes may be given either personally or by proxy.

11.9.2       The instrument appointing a proxy shall be in writing in the common form, or any form approved by the chairman
of the meeting under the hand of the appointee, or his attorney or agent duly authorized in writing.

 

12.     ANNUAL SUBSCRIPTIONS AND LEVIES, SPECIAL LEVIES AND ARREARS

12.1   The Association shall be entitled to levy an annual subscription from its members to defray the costs of managing and administering
            the Association and for the purpose of meeting all the expenses the Association has incurred or will incur in carrying out its business
           and objects.  Such subscription may be fixed and collected annually or monthly in advance. 
           A member shall, however, only be obliged to pay a pro rata portion of the annual subscription where his membership has been
           for a portion of a year. The initial subscription shall be R36 per adult and R0  for children under 21.

12.2    The annual subscription for any year shall become due and payable on the 1^st of February of the said year.

12.3   If the annual subscription of a member is not paid within 90 (ninety) days of due date, then such subscription shall become delinquent.

12.4   A member whose subscription is delinquent shall not be entitled to vote at any General Meeting
   or to serve as a Chairman of the Association until  such arrear subscriptions have been paid.

 

13.          ACCOUNTS       

13.1   The Association shall keep proper books of account of the administration and finances of the Association at the Domicillium
   of the Association or such   place or places as decided on by the members in general meeting.

13.2    The Chairman of the Association shall cause to be laid before the Association at the Annual  General Meeting, books of account,
            balance sheets and reports of the Association. 

14     ADOMICILIUM AND NOTICES

14.1  For all purposes arising out of this Constitution  including the giving of notices and serving of legal process, the Association
  and each member chooses  domicilium citandi et executandi as follows:

14.1.1       The Association at c/o   ______________________________

14.1.2       each member at the address as recorded in his membership application, provided that the Association or any member may at any time by notice change his domicilium citandi et executandi to some other address, which new address shall be in the Republic of South Africa and shall not be a Post Office box or poste restante, and provided further that such change will become effective only 14 (fourteen) days after receipt of the notice in question;

14.1.3       Any notice which may be required to be given in terms of this Constitution  may be given by the despatch of such notice by prepaid registered post, in which event the notice shall be deemed to have been received 7 (seven) days after the posting thereof from any Post Office within the Republic of South Africa.  Any notice as aforesaid may also be given by telefax transmission, or by e- mail in which case such notice shall be deemed to have been received 2 (two) days after transmission thereof.

 

15.   WINGIN UP
 The Association may be wound up by a unanimous resolution of all the members in General Meeting in which event it shall be the duty of the    Chairman or a Receiver for creditors and members to be appointed by the members in General Meeting to convert the Association’s assets into cash, pay all the liabilities of the Association and thereafter to distribute the rest to all the members.  If, within a period of 4 (four) months from such distribution, the Chairman or the Receiver is unable to find, locate or trace any member, such member’s share shall then be paid to the SOUTH AFRICAN JEWISH BOARD OF DEPUTIES.

 

16.     DISPUTES
                 In the event of a dispute between any of the members or the Association and any member(s), relating to this Constitution, or anything done or arising there from,
                 that dispute shall be resolved by arbitration.  The Arbitrator shall be an independent Jewish jurist of at least 20 years standing agreed upon between
                 the parties and, failing agreement, nominated by the President of the SAJBD.  The Arbitrator shall be entitled to resolve the dispute according to what
                 he regards as being just and equitable and in accordance with the spirit and the objects of this Association and he shall therefore not be bound by the
                strict rule of Law.  The decision of the Arbitrator shall  be final and binding on the parties.

 

17.        EFFECTIVE DATE

This Constitution, and the Association shall come into operation on a date to be determined.