Constitution of the OpenOffice.org Association of South Africa

  1. Name
    1. The organisation herein constituted will be called the OpenOffice.org Association of South Africa. (Hereinafter referred to as the organisation.)
    2. The shortened names of the organisation will be OASA.

  2. Body Corporate
    1. 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
    1. The organisation's main objectives are to advocate the use of OpenOffice.org in Southern Africa and to attract contributors to the broader OpenOffice.org community.
    2. The organisation's secondary objective is to use it's facilities and resources to assist the greater OpenOffice.org community in any way it sees fit.
    3. The organisation's tertiary objective will be to work in collaboration with other organisations for the advancement of the broader Free and Open Source Software (FOSS) community.

  4. Income and Property
    1. The organisation will keep a record of everything it owns.
    2. The organisation may not give any of its money or property to its members or office bearers. The only time it may do so is when it pays for work that a member or office bearer has done for the organisation. The payment must be a reasonable amount for the work that has been done.
    3. A member of the organisation can only get money back from the organisation for expenses that he or she has paid for on behalf of the organisation.
    4. Members or office bearers of the organisation do not have rights over the property of the organisation.

  5. Membership and General Meetings
    1. If a person wants to become a member of the organisation he or she will be subject to the membership rules and requirements laid down in a separate document by the management committee.
    2. The organisation will incorporate both voting members (hereinafter referred to as members) and non-voting members (hereinafter referred to as affiliates).
    3. Only a natural person may be a voting member of the organisation.
    4. Members of the organisation must attend its annual general meetings. At the annual general meeting members may exercise their right to determine the policy of the organisation on a democratic basis.
    5. Members and affiliates may resign from the organisation at any time of their choosing with the exception of office bearers, who must give sufficient notice to allow the organisation to appoint a replacement.

  6. Management
    1. A management committee will manage the organisation. The management committee will be made up of no less than three members. These members will be considered the office bearers of the organisation.
    2. Office bearers will serve for one year, but may stand for re-election for additional terms of office. Only a willing member may be voted into office.
    3. If a member of the management committee does not attend three consecutive management meetings, without having applied for and obtaining leave of absence from the management committee, the management committee may appoint an alternative member to take his or her place.
    4. The management committee will meet at least once a month. Two thirds of the management committee members need to attend the meeting to make decisions that are allowed to be carried forward. This constitutes a quorum.
    5. Minutes will be taken at each meeting to record the management committee's decisions. The minutes of each meeting will be given to management committee members at least two weeks before the next meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the management committee, and shall thereafter be signed by the chairperson.
    6. The organisation has the right to form sub-committees. The decisions that sub-committees take must be given to the management committee. The management committee must decide whether to agree to them or not at its next meeting. This meeting should take place soon after the sub-committee's meeting. By agreeing to decisions, the management committee ratifies them.
    7. All members and affiliates of the organisation have to abide by decisions that are taken by the management committee.

  7. Powers of the Organisation
    1. The management committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number two (2) of this constitution. Its activities must abide by the law.
    2. The management committee has the power and authority to raise funds or to invite and receive contributions.
    3. The management committee has the power to buy, hire or exchange for any property that it needs to achieve its objectives.
    4. The management committee has the power to employ people. In the event that an employed individual is a member of the management committee or an office bearer, continued employment is subject to confirmation at the annual general meeting.
    5. The management committee has the right to make by-laws for proper management, including procedure for application, approval and termination of membership.
    6. The organisation will decide the powers and functions of office bearers.

  8. Meetings and procedures of the committee
    1. As per point 6.4, the management committee must meet at least once a month.
    2. The chairperson or two members of the committee can call a special meeting if they want to. Other management committee members must be notified of the date of the proposed meeting not less that fourteen days before it is due to take place. All members of the management committee must be notified of what issues are to be discussed at the meeting. If, however, one of the matters to be discussed is the appointment of a new or replacement committee member, then those calling the committee meeting must give the other committee members at least thirty days notice.
    3. The chairperson of the management committee will act as the chairperson of any meeting. If the chairperson of the management committee does not attend a meeting, then the members of the management committee present at the meeting will choose a chairperson for the meeting. This must be done before the commencement of the meeting.
    4. A meeting can only be held if there are sufficient management committee members present to form a quorum.
    5. When necessary, the management committee will vote on issues. If the votes are equal on an issue, the chairperson has either a second or deciding vote.
    6. Minutes of all meetings must be kept safely and always be on hand for members to consult.
    7. If the management committee thinks it is necessary, then it can decide to set up one or more sub-committees. It may decide to do this in order to facilitate the attainment of the various objectives of the organisation, carry out an enquiry or do specific research. There must be at least three people on a sub-committee with one being a management committee member. The sub-committee must regularly report back to the management committee on its activities.
    8. Management meetings may be attended by committee members in person, by telephone or by Internet technologies.

  9. Annual General Meeting
    1. The annual general meeting must be held at least once a year, towards the end of the organisation's financial year.
    2. The organisation should deal with the following business, amongst others, at the annual general meeting:
      • Agree to items to be discussed on the agenda.
      • Write down who attends and who has submitted apologies.
      • 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.
      • Confirm the constitution.
      • General.
      • Close the meeting.

  10. Finance
    1. An accounting officer shall be appointed at the annual general meeting. His or her duty is to audit and check on the finances of the organisation.
    2. The treasurer's function is to control the day to day finances of the organisation. The treasurer will arrange for all funds to placed in a bank account in the name of the organisation. The treasurer must keep proper records of all the organisation's finances.
    3. Whenever funds are taken out of the bank account, the chairperson and at least one other member of the management committee must authorise the funds transfer, withdrawal or cheque.
    4. The financial year of the organisation ends on 30 June 2004.
    5. If the organisation has funds available for investment, these funds can only be invested with a registered bank in South Africa.
    6. The organisation may not incur any debt in the form of loans or mortgages.

  11. Registration as a Non-Profit Organisation
    1. In the event the organisation decides to register as a Non-Profit Organisation in terms of the Nonprofit Organisations Act, 1997 (Act No, 71 of 1997) the organisation must:
      • Prepare and submit annual narrative and financial reports as required by the Department of Social Development's Non-Profit Organisations Directorate and the Nonprofit Organisations Act with six months after the financial year end.
      • Employ the services of an accounting officer who is registered in terms of section 60 of the Closed Corporations Act. The organisation may alternatively employ the services of a firm of accredited auditors.
      • Reflect the organisation's registered status on all it's documents.
      • Submit to the Director of Non-Profit Organisations details of any changes in office bearers.
      • Submit to the Director of Non-Profit Organisations any changes of address at which documents are received.
      • Submit to the Director of Non-Profit Organisations any changes in the constitution of the organisation.

  12. Changes to the constitution
    1. This constitution can be changed by a resolution at the annual general meeting or a special general meeting.
    2. Two thirds of all the voting members shall be present at the meeting (the quorum) before any decision to change the constitution is taken.
    3. Motions to change the constitution may only be raised by a voting member.
    4. Any motions for a change to the constitution must be included in a notice to members of an annual general meeting or special annual general meeting where a change to the constitution is proposed. This notice is to be sent to members at least fourteen days before the meeting takes place.
    5. No amendments may be made which would have the effect of making the organisation cease to exist.

  13. Dissolution / Winding-up
    1. The organisation may close down if at least two thirds of the voting members present at a meeting convened for the purpose of considering dissolution or winding-up, are in favour of the proposal.
    2. When the organisation closes down it has to pay off all debts. After doing this, if there is any property left over, it should not be paid or given to members of the organisation, but should be given to some other non-profit organisation that has similar objectives. The organisation's general meeting can decide what organisation this will be.
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This constitution was approved and accepted by the members of the OpenOffice.org Association of South Africa
at a special general meeting held on 28 July 2003.
© 2003 - The OpenOffice.org Association of South Africa