Constitution of the PMB Homeless Network 

NAME

The organisation hereby constituted will be called PMB Homeless Network NPC

The NPC was founded on 18 November 2022

The registration number with SARS is 2023/540012/08

The Public Benefit Organisation (PBO) application is pending at time of this document draft (March 2023)

Its shortened name will be PMBHN (Hereinafter referred to as the organisation).

 

BODY CORPORATE

The organisation shall:

Exist in its own right, separately from its members.

Continue to exist even when its membership changes and there are different office bearers.

Be able to own property and other possessions. Be able to sue and be sued in its own name.

 

3.OBJECTIVES

The organisation’s main objectives are to:

Provide a place of safety for the street community to sleep, out of wind, rain and cold.

There will be ablution facilities

There will be bedding provided

There will be services provided for emergency care

 

Create opportunities for the street community to become rehabilitated

This may include stays in sheltered accommodation, rehab facilities or state hospitals

We will provide opportunities and assistance in preparing for rehab

We will attempt to facilitate or assist our clients to be placed in a rehab or shelter where rehab is possible.

 

Create opportunities wherever possible for repatriation of our clients

supporting, in meaningful ways, the journey back to home communities or family.

 

Networking and relationship building

To network with similar groups, government department and organisations, private organisations and persons to achieve the above objectives.

 

GOVERNING STRUCTURE AND MECHANISM OF GOVERNANCE

The Office Bearers will oversee the organisation.

will be made up of a minimum of three (3) members. are the Management Committee of the organisation.

At least three persons who accept fiduciary responsibility for the public benefit organisation, will not be connected persons in relation to each other, and no single person directly or indirectly controls the decision making powers relating to such organisation.

No remuneration will be paid to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with its objectives.

 

Term of office

Office bearers will serve for 12 months which has been agreed to by the general membership at an AGM.

They can, however, stand for re-election for another term in office again and again after that, for so long as their services are needed, and they are ready to give their services.

 

Vacancies

The Office Bearers must, as soon as reasonably possible, appoint someone to fill any vacancy that reduced the number of Office Bearers.

 

Qualification for membership

Membership shall be open to anyone who is interested in helping the group to achieve its aim and willing to abide by the rules of the group.

 

Resignation

An Office Bearer may resign from office in writing.

A notice period of one month is required, unless there is a willing party present ready to assume vacated position.

 

Disqualification or Removal

If an Office Bearer does not attend three meetings in a row, without having applied for and obtaining leave of absence from chairperson or deputy chair, then the management committee will find a new member to take that person’s place.

The Management Committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion his/her conduct is prejudicial to the interests and objectives of the association, PROVIDED THAT the individual member or representative of the member organisation (as the case may be) shall have the right to be heard by the management Committee before the final decision is made.

There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

 

 

Personal Liability

No member of staff, person or contractor is liable for any damages arising from and/or during the performance of their duties, or from any recommendation that is given in good faith and submitted to the Board or Management Committee.

 

POWERS OF THE ORGANISATION

The Board shall carry out the powers on behalf of the organisation and they shall manage the affairs of the organisation in accordance with the resolutions of the members as shall be taken from time to time at General Meetings of the organisation.

The Board is responsible for making decisions, and acting on such decisions, which it believes it needs to make in order to achieve the objectives of the organisation as stated in point number 2 of this constitution. However, such decisions and their activities may not be against the resolutions of the members or be against the law of the Republic of South Africa.

 

The Board shall have the general powers and authority to:

raise funds, make investments or to invite and receive contributions.

buy, hire or exchange for any property that it needs to achieve its objectives. make by-laws for proper governance and management of the organisation. form sub-committees as and when it is necessary for proper functioning of the organisation

If the Board thinks it is necessary, then it can decide to set up one or more sub-committees. It may decide to do this to get some work done quickly. Or it may want a sub-committee to do an inquiry, for example

The Board may delegate any of its powers or functions to a sub-committee provided that:

such delegation and conditions are reflected in the minutes for a meeting

at least one Office Bearer serves in the sub-committee.

there are three or more people on a sub-committee.

the sub-committee must regularly report back to the Board on its activities.

 

The Board must in advance approve all expenditure incurred by the sub-committee and may revoke the delegation or amend the conditions of the delegation.

 

ANNUAL GENERAL MEETINGS (AGM)

Stakeholders of the organisation must attend its annual general meetings.

The purpose of an Annual General Meeting (AGM) is to:

Report back to stakeholders from the Office Bearers on the achievements and work of over the year.

Make any changes to the constitution.

Enable members to decide on the policies of the organisation.

The annual general meeting must be held once every year, towards the end of the organisation’s financial year.

 

The organisation should deal with the following business, amongst others, at its annual general meeting:

Agree to the items to be discussed on the agenda.

Write down who is there and who has sent apologies because they cannot attend. Read and confirm the previous meeting’s minutes with matters arising.

Chairperson’s report. Treasurer’s report.

Changes to the constitution that members may want to make.

Elect new office bearers.

General.

Close the meeting.

A minimum of eight of the twelve annual meetings will need to be in order to have voting rights in the AGM.

 

SPECIAL GENERAL MEETINGS

The Special General Meeting (SGM) or any other special meeting is held outside of the normal or regular meetings.

Special or extraordinary meetings can take the shape of an Annual General Meeting (AGM) or any ordinary meeting of members.

The Board or not less than one-third of the members may call a Special General Meeting of the organisation.

Special meetings may be called when the Board needs the mandate or guidance of the general members of the organisation to take up issues that require urgent attention and cannot wait until the next regular AGM or ordinary meeting.

 

ORDINARY MEETINGS

Ordinary members meetings are conducted to complete a standard order of business of the organisation. These are held once a quarter and are attended by the board.

The meetings of the Board will be held at least once a quarter or when a need arises from time to time to conduct the business of the Board.

 

NOTICES OF MEETINGS

The Chairperson of the Board shall convene meetings. The Secretary must let all Board members know the date of the proposed meeting within a reasonable time, but not less than seven (7) days, before it is due to take place.

However, when convening an AGM, or a Special General Meeting, all members of the organisation must be informed of the meeting no less than fourteen (14) days before such a meeting.

Notices for all meetings provided for in this constitution must be given to relevant members in writing, either personally, by post or electronic communication or whichever manner it is convenient, to the address or other similar particulars provided by the members.

 

The notices for all meetings must indicate the reasons for the meeting and the matters that will be discussed in the meeting.

For confirmation of delivery, all notices sent to members at the latest known contact details shall be deemed to have been duly served on members, unless it can be proven otherwise.

All members present in person at any meeting shall be deemed to have received notice of such meeting.

 

QUORUMS FOR MEETINGS

Quorums for all meetings of the organisation shall be a simple majority (50% + 1) of relevant members who are expected to attend

However, for the purpose of considering changes to this constitution, or the dissolution of the organisation, then a two thirds (⅔) of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken.

All meetings of the organisation must reach a quorum before they can start.

If, however a quorum is not present within fifteen minutes of the appointed time of the meeting, the meeting must be adjourned or postponed to another date, within fourteen days thereafter.

If no quorum is present at the reconvened meeting within fifteen minutes of the appointed time, the members present shall be regarded to make up a quorum for that meeting and the meeting will continue as if a quorum is present.

 

PROCEDURES AT MEETINGS

The Board may regulate its meetings and proceedings as it deems fit, subject to the following:

That the Chairperson shall chair all meetings of the organisation, including that of the Board.

That, if the Chairperson is not present, the Vice-Chairperson shall chair such meeting. In the event both are absent, the Board members present at the meeting shall elect a chairperson for that meeting.

 

MAKING DECISIONS IN MEETINGS

Where possible, the decisions of the organisations shall be taken by consensus. However, when there is no consensus, then members will discuss options for a while and then call for a vote.

All votes shall be counted and the majority votes on an issue shall be considered by the board and the ultimate decision will be in the hands of the chair.

However, if opposing votes are equal on an issue, then the chairperson in that meeting has  a deciding vote.

All members must abide by the majority decision.

Votes that contradict the collective objective of the organisation can be Vetoed by the board if deemed to be contrary to the values.

Decisions concerning changes to this constitution, or of dissolution and closing down of the organisation, shall only be dealt with in terms of clauses 9 and 10 of this constitution.

 At least three persons who accept fiduciary responsibility for the public benefit organisation will not be connected persons in relation to each other, nor in conflict of interest with the organisation, and no single person directly or indirectly controls the decision-making powers relating to such organisation.

 

RECORDS OF MEETINGS

Proper minutes and attendance records must be kept for all meetings of the organisation.

The minutes shall be confirmed as a true record of proceedings by the next meeting of the Board, or of general members as the case may be, and shall thereafter be signed by the chairperson.

Minutes shall thereafter be kept safely and always be on hand for members to consult.

 

14.INCOME AND PROPERTY

 

The organisation will keep a record of everything it owns.

The organisation may not give any of its money or property to its members or the Board. The only time it can do this is when it pays for work that an Office Bearer or member has done for the organisation. The payment must be a reasonable amount for the work that has been done.

The Board or a member of the organisation can only get money back from the organisation for expenses that she or he has paid for or on behalf of the organisation, and for which authorisation has been granted.

The Board or members of the organisation do not have rights over things that belong to the organisation.

Membership fees will be charged and accounted for by the Treasurer and Management Committee.

The activities of the organisation are carried on in a non-profit manner and with an altruistic or philanthropic intent.

No activity will directly or indirectly promote the economic self-interest of any fiduciary or employee of the organisation otherwise than by way of reasonable remuneration.

The funds of the public benefit organisation will be used solely for the objects for which it was established.

No funds will be distributed to any person (other than in the course of undertaking any public benefit activity).

The public benefit organisation will not be a party to, or does not knowingly permit, or has not knowingly permitted, itself to be used as part of any transaction, operation or scheme of which the sole or main purpose is the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would have been or would have become payable by any person under this Act or any other Act administered by the Commissioner;

No resources will be used, directly or indirectly, to support advance or oppose any political party.

No remuneration will be paid to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with its objects.

No donation will be accepted which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A; Provided that a donor (other than a donor which is an approved public benefit organisation or an institution, board or body which is exempt from tax, which has as its sole or principal object the carrying on of any public benefit activity) may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation.

 

FINANCES AND REPORTS

Bank Account:

The Management Committee must open a bank account in the name of the organisation with a registered Bank.

 

Signing:

Financial and other documents requiring signature on behalf of the organisation shall be signed by at least two persons authorised by the Board.

Whenever funds are taken out of the bank account, any two (2) of the following must approve the withdrawal or sign the cheque:

Chairperson

Vice Chairperson

Treasurer

 

Financial year-end:

The financial year end of the Organisation shall be end of June each year.

 

Financial Report:

The Board must ensure that proper records and books of account which reflect the affairs of the organisation are kept, and within six months of its financial year a report is compiled by an independent registered Accounting Officer stating whether or not the financial statements of the organisation are consistent with its accounting policies and practices of the organisation.

The Treasurer is responsible for making sure that the money of the organisation is safe and is accounted for.

The Treasurer must also make regular reports to the Board on the finances of the organisation, which should include all incomes, expenditures and balances that remain according to accounting practices of the organisation.

If the organisation has funds that can be invested, the funds may only be invested with registered financial institutions.

15.4.4.1.     These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, or as shall be amended.

 

Or the organisation can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985 (as amended).

The organisation can go to different banks to seek advice on the best way to look after its funds.

 

AMENDMENTS TO THE CONSTITUTION

The constitution can only be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds (⅔) (or at least 67%) of the members who are at the annual general meeting or special general meeting. Members must vote at this meeting to change the constitution.

For the purpose of considering changes to this constitution, a two thirds (⅔) of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken. Any annual general meeting may vote upon such a motion, if the details of the changes are set out in the notice referred to in clause 6 of this constitution

As provided for in clause 6, written notices must go out not less than fourteen (14) days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes to the constitution that will be discussed at the meeting.

No amendments may be made which would cause the organisation to close down or stop to function or die away.

A copy of all amendments to the constitution will be submitted to the Commissioner for the South African Revenue Service and the Department of Social Development

 

DISSOLUTION/CLOSING DOWN

The organisation may dissolve or close down if at least two thirds (⅔) of the members present and voting at a meeting convened for the purpose of considering such matter, are in favour of closing down.

On dissolution of the public benefit organisation, the organisation must settle all outstanding debts and remaining assets must be transferred to

A public benefit organisation, which has been approved in terms of Section 30 of the Act.

Any institution, board or body which is exempt from the payment of income tax in terms of section 10(1)(cA)(i) of the Act, which has as its sole or principal object the carrying on of any public benefit activity; or

Any department of state or administration in the national or provincial or local sphere of government of the Republic, contemplated in section 10(1)(a) or (b) of the Act.

The organisation’s general meeting can decide what organisation/s this should be.