Legal Stuff

Constitution and Articles of Association for Kimberley Wireless Users Group (KimWUG).

  1. Supremacy of the Articles
    1. These Articles shall supersede any other document that regulates the conduct of members, their relationship or purports to confer authority to KIMWUG or any structure falling under or formed by KIMWUG.
    2. These Articles shall bind Management Committee and all other structures established by KIMWUG, whether under these Articles or any other document purporting to confer such authority.
  2. NAME:
    The name of KimWUG is The Kimberley Wireless Users Group, hereafter referred to as the “Users Group” or KIMWUG.
  3. OBJECTIVE AND AIMS:
    1. The object of KimWUG shall be the implementation, maintenance and promotion of a wireless users group for Kimberley, and for that purpose to do and/or cause to be done any such act or thing as the Committee of KimWUG shall deem to further the aforesaid object including the acquisition, hire, alienation, lease, encumbering and investment of movable, immovable and incorporeal property or any limited interest therein, and the lending, investment or placing of club funds, the borrowing of money, the acquisition of rights and incurring of obligation and the making of grants and donations.
      KimWUG is not formed for the purpose of carrying on any business that has for its object the acquisition of gain by KimWUG or by any individual members thereof.
  4. INDEPENDENT LEGAL PERSONALITY
    1. KimWUG is formed with the intention that by this Constitution, and its objects and activities, it shall be a body corporate or “universitas” having a separate legal “persona” with perpetual succession, and with the capacity to acquire and hold property for itself and apart from its members, and likewise to acquire other rights and incur obligations, and to sue and be sued, for and by itself and apart from its members. 
    2. The property and other assets of KimWUG shall vest in KimWUG, which shall hold such assets for itself as distinct from the individual members, and the individual members shall have no rights in or to any property or any other assets of KimWUG.
    3. Any obligations incurred by or for or on behalf of KimWUG shall be incurred for KimWUG itself, and to the exclusion of the individual members.
    4. Under no circumstances shall the assets of KimWUG, or any part thereof, be distributed to members in the form of a dividend or a share out profits or remaining funds, and in the event of KimWUG being dissolved, the remaining assets shall be given or transferred to such other organizations with objects similar to those of KimWUG, and which is itself exempt from the South African Normal Income Tax in terms of section 10(1)(cD), as Management Committee may decide.
    5. KimWUG may sue or be sued in its own name and the right of decisions to sue or to defend any suite shall vest in Management Committee of KimWUG.
    6. No profits or gains may be distributed to any persons and the funds of KimWUG may be utilized solely for investment or in furthering the objects for which it was established.
    7. Funds available for investment may only be invested with registered financial institutions as defined in Section 1 of the Financial Institutions (Investment Funds) Act, 1984, and in securities listed on a stock exchange as defined in the Stock Exchange Control Act, 1985 (Act No. 1 of 1985).
  5. MEMBERSHIP
    There shall be no discrimination on the basis of race, gender, political afflation or religious orientation. Classes of membership shall be at the discretion of Management Committee. They will ordinarily be:

    1. Ordinary Member:
      Members enjoying the full privileges of KimWUG and liable for full subscription.
      Only ordinary members have the right to attend KimWUG meetings, unless an open meeting is called.
      For the purpose of voting, minor ordinary members may be represented by one parent who will have only one vote per ordinary member child.  In such an event the ordinary minor member will forfeit his vote to such Parent.
    2. Non-Voting Social Member:
      Shall be those members who do not wish to participate in active KimWUG activities but wish to support KimWUG in other ways.  These members shall pay a minimum subscription fee, but will not have the power to vote at any meetings.
  6. SUBSCRIPTIONS,
    1. The monthly/annual subscription for all members shall be decided by the Management Committee.
    2. Annual subscriptions shall become due on the 1st of January for each year, and be payable immediately.
      A member whose subscription is not paid by the 31
      st of January will cease to be a member, and will have to re-apply for membership.
    3. Monthly subscriptions shall become due on the last day of every month for the next month, and be payable immediately.
      A member whose subscription is not paid by the last day of the month will cease to be a member, and will have to re-apply for membership.
  7. RESIGNATION.
    1. No subscription fees paid to KimWUG or part thereof shall be paid pack to any member who resign or is suspended during the year.
  8. STRUCTURE AND MANAGEMENT.
    KIMWUG shall consist of the following: The Management Committee and sub-committees.

    1. The management and control of KimWUG shall be vested in Management Committee.
    2. All the business and affairs of KimWUG shall be managed and controlled by Management Committee. Management Committee shall act as Trustees of the property, assets and other rights of KimWUG, which property, assets and rights shall be held for and on behalf of KimWUG itself and to the exclusion of the individual members.  Management Committees shall exercise its authority in the best interest of KimWUG.
    3. Management Committee shall have full power and authority to do any act, matter or thing which might or could be done by KimWUG.  It may, alter or revoke By-Laws and rules of KimWUG.  Such by-laws and rules shall be binding on all members of KimWUG and remain in force until the next succeeding Annual General Meeting when such By-Laws and rules shall be submitted for confirmation or otherwise.
  9. POWER GRANTED TO Management COMMITTEE.
    Management Committee shall have all such powers and authorities as are allowed in law, and shall be entitled on behalf of KimWUG, to do any act of which a natural person is capable except such as are expressly prohibited in terms of the Constitution.  Without limiting its general powers as aforesaid Management Committee shall:

    1. Determine the annual subscription payable by members and collects such subscriptions.
    2. Approve or reject all applications for membership and determine the entry fee to be paid.
    3. Acquire, hold, encumber or dispose of property, assets or other rights on such terms as it may decide.
    4. Resolve whether to sue or defend any suit and take all steps to implement any such resolution.
    5. If needed engage a secretary and other staff on such terms and conditions of employment as it may decide.
    6. Co-ordinate events.
    7. Keep and maintain KimWUG records.
    8. Do all such other acts it may decide to be in the interest of KimWUG and to such end deal with KimWUG assets in such manner as it shall deem fit.
    9. Management Committee may co-opt members either to fill a vacancy or to fulfil a special duty. Such co-opted members shall retire at the end of the current year or after fulfilment of their special duty, whichever is sooner.
  10. DELEGATION:
    Management Committee may by resolution delegate to any person the right to do any such act or acts as it is entitled to do, and may further appoint Sub-Committees to deal with the day to day running of KimWUG and other special aspects of KimWUG’s activities and such powers as Management Committee may decide.
  11. STRUCTURE OF MANAGEMENT COMMITTEE.
    Management Committee can terminate the appointment of any Management Committee Member, except for the Chairman, by a majority vote at any Management Committee meeting formally constituted.
    In the event that there are no qualify on willing members to occupy any of the seats, except that of KimWUG Chairman, those seats will remain empty until such time qualifying members become available. During this time the remaining members will fulfil the duties of the empty seats.

    1. CHAIRMAN.
      The Chairman of KimWUG will co-ordinate and mediate as and when required.  The Chairman will convene and act as the chairman on meetings of Management Committee.  To qualify for this position, the person must be an active ordinary member for more than 5 consecutive years, or since the founding of KimWUG and must be connected to the KimWUG wireless network.
    2. TREASURER
      The responsibility of the Treasurer will be all matters financial, regarding membership lists and payments, income, expenses.
    3. One or MORE RepresentativeS.
      The representative will act as the spokespersons members of KimWUG at Committee meetings.  To qualify for this position a member must be a paid up active ordinary member for at least 3 years or since the founding of KimWUG and must be connected to the KimWUG wireless network.
  12. ELECTION OF COMMITTEE MEMBERS
    If a motion to elect a new Committee, or to replace any specific member of Management Committee is received in writing at least 14 days before the annual general meeting, and is accepted by majority vote at the AGM, then those elected members of Management Committee to be replaced, shall be proposed by ordinary members at the Annual General Meeting. Such Nominees must, meet the criteria set out for their respective seats, be present at the Annual General Meeting and must indicate a willingness to stand as such Nominated Office Bearer(s). Nominations will go to a Ballot either in writing or by a show of hands and the Nominee receiving the most votes will immediately take office.
    Only ordinary members may propose motions for the Annual General Meeting.
  13. TERM OF OFFICE.
    1. Elected members shall hold office until they resign or until they are voted out by Management Committee.
    2. Members of Management Committee may resign at any time during their term of office, subject to one month’s written notice.
      If a member of Management Committee resigns a replacement may be appointed by Management Committee.
    3. Such time as a motion at the Annual General Meeting is accepted to elect new Management Committee Members.
  14. ANNUAL GENERAL MEETING
    The Annual General Meeting will take place between September and December of each year, from the 2011 onwards.  The date of which will be notified to ordinary members through any communication method adopted by Management Committee from time to time but will be at least 21 days beforehand. A shorter notice period will be allowed if all members are personally and individually informed and not objections are raised by any members.

    1. A member who wishes to propose a resolution or motion for consideration at an Annual General meeting shall submit it in writing to the Chairman not later than 14 days prior to the meeting.  Only Ordinary Members may propose resolutions or motions.
    2. Of the members of KimWUG in good standing and entitled to vote, 10% shall constitute a Quorum at an annual General Meeting of KimWUG.
      Should a quorum not be present within 20 minutes of the opening of the meeting, it shall be postponed.
    3. In the event that an Annual General Meeting cannot take place during this time, the meeting may be postponed until the first quarter of the next year.
  15. COMMITEE PROCEDURES
    1. Management Committee shall meet not less frequently than once every twelve calendar months.
    2. Minutes of all Committee meetings and an attendance register shall be kept.
    3. A quorum of any meeting shall be the Chairman plus one member.
    4. Any member of Management Committee, who, unless granted formal leave of absence, shall fail to attend two consecutive meetings of Management Committee, shall automatically cease to be a member of Management Committee, but this shall not debar him from being re-elected, nominated or co-opted to Management Committee.
    5. Any member of Management Committee, who for any reason shall fail to attend at least 75% of the yearly Management Committee meetings to date, shall automatically cease to be a member of Management Committee.
  16. SPECIAL GENERAL MEETING
    A Special General Meeting shall be called by the Chairman if requested by Management Committee or any request in writing signed by any 10 Ordinary KimWUG Members who state the purpose for which the meeting is to be called.
    At least 30 days’ notice of such meetings shall be given stating the time and place, at whose instigation the meeting is called and the resolution to be put before such meeting.
    A quorum for a Special General Meeting shall be 10 persent of KimWUG members either personally present or having completed and returned ballot papers.
    Any resolution placed before a Special General Meeting shall be accepted or rejected by a simple majority vote and Management Committee shall be obliged to give effect to such a resolution, provided such act is not unlawful or contrary to the Constitution.
  17. DISCIPLINE
    Management Committee may, on a report of misconduct from a member of the public or a member of KimWUG, take disciplinary action against a member, including expulsion, as it may deem fit. Any member against whom a complaint of misconduct is made shall be entitled to state his case to Management Committee either personally or by written statement.
  18. SUSPENSION OF MEMBERS
    Management Committee may suspend for such period as it may decide any member whose conduct in the opinion of Management Committee may be offensive to other members or detrimental to the good name of KimWUG provided:

    1. It has first called upon such member do deny, explain or justify such conduct at a meeting held at a specific date, time and place.
    2. That at least 75% of its members present at the meeting vote for such a suspension.  If the member, so called upon, is in default of attending the meeting the matter may be heard and decided in his absence.
  19. AMENDMENTS TO THE CONSTITUTION
    The Constitution may be amended by a motion accepted by majority vote at the Annual General Meeting, or a Special General Meeting.