CONSTITUTION - CERTIFICATION
THE CONSITITUTION
OF THE
ASSOCIATION OF
LADIES CIRCLE SOUTH AFRICA
AS AT THE NATIONAL ANNUAL GENERAL MEETING
16 MAY 2009
THIS IS TO CERTIFY THAT THIS IS A TRUE AND CORRECT COPY OF THE CONSTITUTION OF THE ASSOCIATION OF LADIES CIRCLE SOUTH AFRICA AS AT 16 MAY 2009.
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Chantess Wiggill |
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Heidi Skinner |
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National President |
Association Secretary |
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2009-2010 |
2009-2010 |
CONSTITUTION – AIMS & OBJECTIVES
THE AIMS AND OBJECTIVES OF THE ASSOCIATION
OF LADIES CIRCLE SOUTH AFRICA
The Aims and Objectives of the association shall be:-
a) Friendship and Social Service for knowledge and progress.
b) To be of service to the community.
c) To be non-political and non-sectarian.
d) To promote and extend friendship to Circlers locally, nationally and internationally.
e) To provide relaxation and interest by way of talks and discussions on various subjects.
f) To enjoy to the full all Ladies Circle functions throughout the year.
g) To assist Round Table where possible.
CONSTITUTION - DEFINITIONS
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“Circle Year” |
01 April to 31 March (next following) |
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“National Association Year” |
01 April to 31 March (next following) |
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“National Executive Council” |
The Council of the National Association of Ladies Circle South Africa, comprising the President, Immediate Past President, Vice-President, Secretary, Treasurer and Webmaster.
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“Circle Executive Council” |
The Council of a Circle Club, comprising the Chairman, Immediate Past Chairman, Vice-Chairman, Secretary and Treasurer.
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“Affiliate Membership” |
The form of membership of a proposed Circle up to the date of Charter as a Circle Club
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“Circle Members” |
Members of the Association / Circle who fulfils the requirements as set out in the “Circle Rules”
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“Circle Council” |
The Council members of a Circle
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“Club” |
A Chartered Circle Club
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“Association” |
The National Association of Ladies Circle South Africa
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“NALCSA” |
The National Association of Ladies Circle South Africa
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“LCI” |
Ladies Circle International
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“Round Table” |
A Service Organisation for men between the ages of 18 and 40
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“AGM” |
Annual General Meeting
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“Honorary Member” |
A member so defined in terms of Rule 1.6 of the “Circle Rules” |
CONSTITUTION
1. The organization shall be called THE ASSOCIATION OF LADIES CIRCLE SOUTH AFRICA
2. The Association shall have a badge
3. The Motto of the Association shall be “FRIENDSHIP AND SERVICE”
4. Membership of LADIES’ CIRCLE shall be restricted to women between the ages of 18 and 45 years. Any eligible lady may be invited as a guest to club meetings and given the opportunity to stand for membership. Membership shall be in accordance with the conditions set out under CIRCLE RULES Membership Rule 1.
5. The Affairs of the Association shall be administered by a NATIONAL EXECUTIVE COUNCIL consisting of a PRESIDENT, IMMEDIATE PAST PRESIDENT, VICE-PRESIDENT, SECRETARY, TREASURER and WEBMASTER. Unless contravening any other rule, all powers and duties vested in the Association may be performed by the NATIONAL EXECUTIVE COUNCIL.
6. An Annual General Meeting of the ASSOCIATION shall be held no later than the 31st day of May each year.
A Circle Club as delegated by the National Executive Council shall convene the National Association AGM. The Circle Club responsible for the running of the AGM and associated functions, shall, within thirty (30) days from the date of the National Association AGM, submit a detailed Financial Report to the National Treasurer, for ratification by the National Executive Council at the second National Council Meeting of the Association. If a deficit or a profit arises, the responsibility shall be a matter between the Conference Committee and the National Executive Council.
6.1 At each National Annual General Meeting of the Association the following business shall be transacted:
· Notice convening the meeting
· Confirmation and Adoption of Standing Orders
· Reading of National Aims and Objects
· Approval of the Agenda
· Confirmation and adoption of the Minutes of the last AGM
· Matters arising there from
· President’s Report
· Vice President’s Report
· National Secretary’s Report
· National Treasurer’s Report
· National Webmaster’s Report
· Circle Reports
· Proposals submitted by the National Executive Council
· Proposals submitted by Circles
· Election of Officers
· Announcement of newly elected National Executive Council and
Executive Councillors
· Incoming Presidential Address
· Any other business
7. Neither this Constitution nor the Rules hereunder shall be amended, added to, altered or rescinded save and except upon a resolution passed by two-thirds of those entitled to vote and present at the time of voting at an Annual General Meeting of the Association.
8. A copy of this Constitution and the Rules, certified as such by the President and the Secretary of the Association may be accepted as true.
9. In the event of a conflict in interpretation or otherwise between this Constitution and the Rules adopted hereunder, the Constitution shall prevail; and this provision shall apply also in the event of a conflict between this Constitution and that of a Circle
10. The Association may sue or be sued in the name of its President in any Court of Law within its area of jurisdiction. All process of Law, notices and the like shall be regarded as sufficiently served on the Association if served on the President personally. The President shall not be personally liable for any loss suffered.
NATIONAL RULES
1. RULES CONNECTED WITH THE NOMINATION AND ELECTION OF THE NATIONAL EXECUTIVE COUNCIL
1.1 No member of Ladies Circle shall be eligible to serve or be nominated for National Vice President unless she has served as a Circle Chairman.
Nominations for this office shall be received two months prior to the National
AGM accompanied by her CV and article as requested by the National Council
1.2 The National Vice President of the preceding year shall be voted in as National President for the current year.
1.3 In the event of a National President moving away or being unable to fulfill all the duties of National President, she must relinquish the Chair, either to her Immediate Past President for the remainder of the year or to a newly elected President.
1.4 The National President shall be given one extra year of active membership if she is due to retire at the end of her year of Office.
1.5 Nominations for the offices of National Vice President, National Secretary, National Treasurer and National Webmaster and (National PRO) shall be received 60 days prior to the National AGM.
1.6 No member of Ladies Circle shall be nominated for the office of National Secretary or National Treasurer unless she has served as a Circle Council Member in that position for a full term.
1.7 No member of Ladies Circle shall be nominated for the office of National Webmaster and (National PRO) unless she has served as a Circle Council Member.
1.8 The National Secretary, National Treasurer, National Webmaster and (National PRO) shall hold office for a minimum of one year and a maximum of three years, with a decision re the length of term of office to be made after completion of the first year in office.
1.9 All elections shall be by secret ballot. The chairman has only a casting vote.
1.10 Nominations will be distributed to all Circles 30 days before the date of the National AGM.
1.11 All duties, responsibilities and information will be handed over by the previous Executive National Council to the newly elected National Executive Council members no later than 30 days after the National AGM.
2. RULES DEFINING THE POWER AND DUTIES OF THE NATIONAL EXECUTIVE COUNCIL
2.1 In an emergency the National Executive Council shall be empowered to co-opt any member, with the exception of the National Vice-President, needed to fill a vacancy of the National Executive Council
2.2 The National Executive Council shall meet at the discretion of the President subject to rule 4.1 of the National Rules.
2.3 The National Executive Council shall be empowered to recommend proposals with which the majority agrees and to advise on those that they consider will not be in the best interest of the Association.
2.4 In extreme circumstances, when a member has acted in a way which brings the Association or her Circle Club into disrepute, the National Executive Council shall be empowered to apply an expulsion rule according to the procedures as laid out under Circle Rule 1.7.
2.5 In the event of a Circle Club closing, the National Executive Council is empowered to retrieve all Circle regalia, including but not limited to the Circle Jewel, and thereafter to be held at the Corrie Library in Grahamstown for safekeeping. The National Executive Council shall further be empowered to immediately close any and all banking accounts in the name of the Circle Club. All monies held in the account allocated to Service Funds shall be donated to a charity nominated by the Circle Club within thirty (30) days of closure or failing which to a charity nominated by the National Executive Council. All monies held in the account allocated to Club Funds will be donated to the National Board to be used for the furtherment of the National Association.
3. THE FOLLOWING MATTERS SHALL BE DELEGATED TO THE NATIONAL EXECUTIVE COUNCIL
3.1 The Administration of the Association’s Funds.
3.2 The payment out of Association Funds of all reasonable expenses incurred by any member of the National Executive Council, the purchase of office equipment and all expenses of National Council Meetings.
3.3 The preparing of Standing Orders for approval by the delegates present at the National AGM.
3.4 The arrangement for the AGM and National Executive Council Meetings.
3.5 The interpretation of Rules and Standing Orders.
3.6 Such other matters as may be delegated to them by Circle Clubs.
4. RULES GOVERNING NATIONAL EXECUTIVE COUNCIL MEETINGS
4.1 The National Executive Council shall meet at least three times a year, one of these meetings to be held prior to the National AGM.
4.2 The National secretary shall send out reminders and Agendas for the above meetings to all National Executive Council Members and Circle Club Chairmen thirty (30) days before the AGM and not less than two weeks before each National Executive Council Meeting.
4.3 The National Executive Council shall have the power to make its own Standing Orders for regulating procedure at its meetings.
4.4 At any meeting of the National Executive Council a Proposal put to the vote shall be decided on a show of hands, except at the discretion of the Chairman. Any Proposal that has been submitted for National AGM Agenda, which is rejected by a 75% majority of the National Executive Council present, shall be deleted from the National AGM Agenda.
5. RULES CONNECTED WITH FINANCE
5.1 The financial year of the Association shall end on the 31st March.
5.2 New members joining Ladies Circle during the financial year shall pay National Capitation fees, which capitation fees shall be calculated on a pro-rata basis, i.e. 1/12 of annual capitation fees per month for the remaining months of the financial year. These monies shall be paid over to the National Council within two months of the circler joining.
5.3 All other Circles shall pay the National Capitation Fees to the National Treasurer by 31st May. These fees are due for all members who are in Circle at the date of the National AGM. Those Circles who have not paid their fees by the final date shall incur a R50.00 (Fifty Rand) penalty per member.
5.4 A current financial balance statement of Ladies Circle South Africa shall be circulated with the Agenda for all National Council Meetings.
5.5 If Capitation fees are not paid by 30th November, the Circle will forfeit their rights to vote at the following National AGM, and their Members rights to apply to the National Travel Fund.
5.6 Audited Financial Statements shall be circulated with the Agenda for the National AGM.
6. GENERAL
6.1 Proposals brought to an Annual General Meeting, whether adopted or rejected, shall not be brought forward for reconsideration until the second Annual General Meeting after that at which they were moved unless directed by the National Executive Council (i.e. when two full Circle years will have elapsed).
6.2 Full Minutes of the AGM shall be sent to each Circle club within two months of the AGM.
6.3 One copy of the National Directory shall be issued to each Circler, and each Circle Secretary shall hold 2 in store for prospective new members.
6.4 The bestowal of Honorary Life Membership of The National Association of Ladies Circle South Africa shall be the prerogative of the National Executive Council.
6.5 Circlers shall address the member in the chair as Madam Chairman.
STANDING ORDERS - AGM
1. STANDING ORDERS GOVERNING THE NATIONAL AGM
1.2 A record shall be kept of the attendance of Officers, Voting Delegates and all other attendees.
1.3 The quorum of any National AGM shall be a number equal to 80% (eighty percent) of the Circles chartered.
1.4 The Meeting shall appoint Tellers, not being Voting Delegates who shall be responsible for reporting to the Chairman the result of a poll. This is to be a show of hands, a count to be recorded in the Minutes only when the result would otherwise not be obvious.
1.5 The Meeting shall appoint Scrutineers for the purpose of checking ballot papers for the election of Officers. These shall be neither Voting Delegates, nominees for National Office, nor members from the same Circle as a nominee.
1.6 All elections shall be by secret ballot. (even when a position is unopposed)
1.7 A candidate must receive at least 51% of total votes cast to be duly elected. If there is only one candidate for a position on the National Executive Council, and 40% or more of the voting delegates abstain from voting, a vote of No Confidence will be carried. No election will take place until further nominations have been received.
1.8 Any proposal concerning finance, changes to the Constitution and the joining, retiring of members and cessation of membership must have a two-thirds majority to be passed. The result of any such vote must be recorded in the Minutes.
1.9 The Chairman must give a casting vote when the occasion arises and may make a proposal from the Chair.
1.10 A member addressing the Chair SHALL STAND; all other members shall remain seated.
1.11 No Delegate or member shall speak more than once on each separate question except the proposer of a proposal or amendment in reply.
1.12 No delegate or member shall speak except on the question before the meeting and shall confine her remarks to what the Chairman may consider relevant to such questions.
1.13 The proposer of a proposal or amendment shall not at any time speak for more than five minute unless she obtains the consent of the Chairman, who may submit the request to the meeting without debate. No other speaker shall, without permission, exceed two minutes.
1.14 Procedure to follow when dealing with resolutions:
a. Any resolution may be discussed by the Meeting before it is voted on.
b. At this stage, any Voting Delegate, subject to the Approval of the Chairman, may propose an amendment.
c. When an amendment has been proposed, it must be voted on and must be settled before any other amendment can be considered. A straight majority is needed to accept an amendment.
d. If the voting is against the amendment, then it is lost, and the Chairman will ask for any other amendments. If there are no more amendments, the original proposal will then be voted upon in accordance with rule 1.7.
e. If the voting is for the amendment, it is therefore carried, and become the amended proposal, to which any further amendments can be proposed and dealt with as in (b) and (c) above. The final amended proposal becomes the substantive proposal and as such may be voted on in accordance with rule
f. If the voting is against the substantive proposal, it means that the whole proposal is lost, and on no account does the meeting return to the original proposal.
1.15 Amendments to items already included on the National AGM Agenda concerning the Constitution Rules or Standing Orders must be submitted in writing to the National Secretary fourteen days prior to the commencement of the AGM.
1.16 The Chairman shall prevent unnecessary repetition and shall call to order any Delegate or Member committing a breach of Standing Orders or Rules.
1.17 The Chairman’s ruling on any point of order shall be final.
1.18 These Standing Orders can only be suspended or altered by a two-thirds majority of the Voting Delegates present at the AGM.
STANDING ORDERS – COUNCIL MEETING
2. STANDING ORDERS GOVERNING THE NATIONAL EXECUTIVE COUNCIL MEETINGS
2.2 All elections shall be by secret ballot. (even when a position is unopposed) The Chairman has only a casting vote.
2.3 The quorum of any National Executive Council Meeting shall be a number equivalent to eighty percent (80%) of the National Executive Council Members.
2.4 At any meeting of the National Executive Council a proposal put to the vote shall be decided on by show of hands, except at the discretion of the Chairman. Proposals submitted for the National AGM and carried by the National Executive council shall be included on the National AGM Agenda. At the discretion of the National Executive Council, any proposal rejected under National Rule 4.4 may be considered as an item for discussion at the National AGM.
2.5 Any proposal concerning finance must have a two-third majority to be passed. The result of any vote concerning finance must be recorded in the Minutes.
2.6 The Chairman may make a proposal from the Chair.
2.7 No member shall speak except on the question before the meeting and shall confine her remarks to what the Chairman may consider relevant to such question.
2.8 The mover of a proposal or amendment shall not at any time speak for more than five minutes unless she obtains the consent of the Chairman, who may submit the request to the meeting without debate. No other speaker shall, without permission, exceed two minutes.
2.9 Procedure to follow when dealing with resolutions:
a. Any resolution may be discussed by the Meeting before it is voted on.
b. At this stage, any Voting Delegate, subject to the Approval of the Chairman, may propose an amendment.
c. When an amendment has been proposed, it must be voted on and must be settled before any other amendment can be considered. A straight majority is needed to accept an amendment.
d. If the voting is against the amendment, then it is lost, and the Chairman will ask for any other amendments. If there are no more amendments, the original proposal will then be voted upon in accordance with rule 2.3.
e. If the voting is for the amendment, it is therefore carried, and become the amended proposal, to which any further amendments can be proposed and dealt with as in (b) and (c) above. The final amended proposal becomes the substantive proposal and as such may be voted on in accordance with rule 2.3.
f. If the voting is against the substantive proposal, it means that the whole proposal is lost, and on no account does the meeting return to the original proposal.
2.10 The Chairman shall prevent unnecessary repetition and shall call to order any member committing a breach of the Standing Orders or Rules.
2.11 The Chairman’s ruling on any point of order shall be final.
2.12 These Standing Orders can only be suspended or altered by a two-third majority of the members present at a National Executive Council Meeting.
CIRCLE RULES
1. MEMBERSHIP
1.1 Membership of LADIES CIRCLE shall be restricted to women between the ages of 18 and 45 years. Any eligible lady may be invited as a guest to club meetings and given the opportunity to stand for membership. Membership shall be in accordance with the following conditions.
1.1.1 A Circle Member at a Circle Business Meeting shall make proposals for election of a new member verbally. The nominee’s name, age and profession shall be stated. She shall, before her name is put forward for election, have taken part as a guest in at least three (3) Club Meetings and (1) Circle Project. Circle Members shall be given the opportunity to make an objection. Should no objections be made, the nominee may thereafter be elected to the Circle. A proposal, which has been defeated, cannot be re-submitted during the same year of activity. The nominee should not be present when her election to the Circle is being examined, and the Circle Members must observe secrecy about what has been said on the question of election.
1.2 No member shall be allowed to belong to more that one Circle at a time
1.3 Membership of Ladies Circle shall cease on the occurrence of any of the following:
1.3.1 Upon a member attaining the age of 45 years provided that such member shall maintain her membership until the last day of the National Association Year, immediately following her 45th birthday.
1.3.2 Upon the failure on the part of a member to pay her Circle subscription within thirty (30) days after having been notified of such omission by the Circle Treasurer in writing addressed to such a member at her last known address.
1.3.3 Upon the failure of a member to attend a minimum of fifty percent of the General Meetings of her Circle during any consecutive four month period, unless explanation of such absence shall have been given to the satisfaction of the Circle Council.
1.3.4 Upon receipt of written resignation sent to her Circle secretary.
1.3.5 Subject to the provisions of Membership Rule 1.4, upon a member permanently leaving the town or district in which her Circle club is established.
1.4 Any member of the Association who is in good standing with her club, shall be entitled to transfer from one club to another, subject to the approval of the Circle Council, provided that such member seeking transfer shall effect her transfer within six months of her having left her club, failing which, her membership of the Association shall lapse.
1.4.1 If a member is transferring to another Circle club, her own Circle Secretary shall notify the Secretary of the Circle club she wishes to join.
1.5 The Chairman shall be given the option of one extra year of active membership if she is due to retire at the end of her year in office.
1.6 An Honorary Member shall be one whom the Circle wishes to honor and shall be elected annually. Such members shall hold no office nor have the power to vote. The number of Honorary members shall be limited as follows:
1.6.1 For Circle clubs with up to 10 Active members – One
1.6.2 For Circle clubs with between 11 and 20 Active members – Two
1.6.3 For Circle clubs with more than 20 Active members – Three
1.7 Any member disregarding the Constitution Rules, Regulation or her Circle Club, or being guilty of conduct which, in the opinion of her Circle Council is detrimental to the interest of Circle, may be expelled if the Circle Council vote is unanimous in favour of such expulsion, provided that a member so expelled shall have the right of appeal to a full meeting of members of the Circle and in the event of her appeal not being upheld, to a further appeal to the National Executive Council whose decision shall be final and binding upon the member concerned and her Circle club.
2. NEW CIRCLES
2.1 A Circle may only be formed in connection with another Circle or in connection with Round Table.
2.2 Application for charter shall be made in writing in such form as the National Executive Council may from time to time direct and shall be subject to approval by the National Executive Council.
2.3 The National Executive Council shall not approve an application for Chartered membership unless the applicant Circle shall have complied with the following requirements:
2.3.1 They have the motto “Friendship and Service”.
2.3.2 They shall carry a name as approved by the National Executive Council.
2.3.3 They shall have adopted as their objectives, the Aims and Objectives of the Association of Ladies Circle South Africa.
2.3.4 They shall have operated a minimum of six months from the date of affiliation to the application for charter.
2.3.5 They shall be non-political and non-sectarian.
2.3.6 They shall have submitted for approval a true copy of their Constitution to the Secretary of the National Executive Council. Such Constitution shall in addition to the adoption of the Aims and Objects of the Association provide the Membership Rule as defined in Clause 1 of this session.
3. ELECTION OF OFFICERS
3.1 The business of the Circle shall be conducted by the Circle Executive Council, which will comprise the Chairman, Immediate Past Chairman, Vice Chairman, Secretary and Treasurer, and any such other Councillors as the Circle deems necessary. These officers are to be elected by secret ballot (even if unopposed) at the Circle AGM, which must have a 60% (sixty percent) quorum. All active members may vote at this meeting. No voting by proxy or post shall be allowed. The Chairman shall have only a casting vote.
3.2 The Vice-Chairman of the preceding year shall be elected Chairman for the current year.
3.3 In the event of a Circle Chairman moving away or being unable to fulfil all the duties of Chairman, she must relinquish the Chair, either to her Immediate Past Chairman for the remainder of the year or to a newly elected Chairman.
3.4 All Circles AGM’s shall be held within forty-five (45) days of “Circle” year-end.
3.5 National Executive Councillors shall be elected annually at the AGM from nominations received from Circles. The nominees shall be experienced Circlers. National Executive Councillors shall serve for only one year.
4. FINANCE
4.1 An Audited set Financial Statements for the Circle Year SHALL be presented at the Circle AGM.
4.1.1 A Financial Report will be submitted to the National Treasurer on a Quarterly Basis, within a month of the end of each quarter.
4.2 Capitation fees shall be paid not later than 31 May. These fees are due for all members who are in Circle at the date of the National AGM. Those Circlers who have not paid their fees by the final date shall incur a R50.00 (Fifty Rand) penalty. If Capitation fees are not paid by 30th November, the Circler will relinquish her voting rights at Business Meetings.
4.3 New members joining Ladies Circle during the financial year shall pay National Capitation fees, which capitation fees shall be calculated on a pro-rata basis, i.e. 1/12 of annual capitation fees per month for the remaining months of the financial year. These monies shall be paid over to the National Council within two months of the Circler joining.
4.4 It is desirable, when money is taken from the public that, though value of the money is given, profits should be set-aside for charitable purposes. In all cases where it is said expressly, or by implication, that the money will be donated to charity, then it must be so set aside. It is undesirable that public functions be organized to raise money for Circle Funds. The Association relies on the integrity of its members in this respect. It is however, permissible to place up to ten percent (10%) of the net profits into the Circle Business Account to cover administration costs and five percent (5%) to the Ladies Circle South Africa National Travel Fund.
4.5 Liability of Circle debts:
4.5.1 The liability of every member of the Circle shall be limited to the amount of subscription due by such member in terms of this Constitution. Beyond this, no member shall be personally liable for the debts of the Circle.
4.5.2 This provision shall however not detract from any right of the Circle to institute against a member or ex-member, any civil or criminal action and/or to recover damages it may have suffered by reason of any grossly negligent or fraudulent act or omission of such person, either affecting the Circle or through a third party.
4.5.3 If the National President or Immediate Past President resigns from Ladies Circle during her year of office, she is obliged, at the discretion of the National Executive Council, to reimburse the National Association of Ladies Circle South Africa all monies utilized for fulfilling her duties during her term of office as National President.
5. CIRCLE AND NATIONAL AGM
5.1 The National AGM Agenda must be discussed by the Circle at their AGM or at a special meeting convened for this purpose.
5.2 It is required that Each Circle shall send ONE representative as a Voting Delegate to vote on behalf of her Circle at the National AGM.
5.3 All Delegates to the National AGM shall register prior to the meeting.
5.4 Only the Voting Delegates shall be entitled to vote at National AGMs. Only Full or Honorary Members attending may be allowed to speak.
5.5 Delegates are expected to be punctual and should remain until the completion of the National AGM.
6. GENERAL
6.1 Circles may adopt their own local rules, providing they do not contravene any rule in the Rule Book.
6.2 All Circles shall have a minimum of one business meeting a month. Social meetings are entirely a domestic matter for the individual Circle to decide.
6.2.1 Circle Business Meeting Minutes will be circulated to all Circle members and the National Secretary within 1 week of each Business Meeting.
6.3 Circlers shall address the member is the Chair as Madam Chairman.
6.4 Ladies Circle Grace:
”For all Thy gifts we thank thee Lord, but especially for the gift of friendship and the privilege of service. Amen.”
6.5 Formal method of induction of new members
“Welcome ………….. you are joining Ladies Circle and will be part of the National Association whose motto is “Friendship and Service”.
During your membership we hope you will find friends, Locally, Nationally and Internationally.
We are sure you will find our meetings enjoyable and will want to attend as often as possible.
We wish you much happiness amongst us.”