REPUBLIC OF SOUTH AFRICA COMPANIES ACT, 1973
ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL
(Section 60 (1): Regulation 18)
Registration No. of Company: 1936/07537/08
NAME OF COMPANY: THE AERO CLUB OF SOUTH AFRICA (Association Incorporated under Section 21)
A. The articles of Association of Table A contained in Schedule 1 to the Companies Act, 1973 shall not apply to the company.
B. The Articles of Association of the company are as follows:
1.1 ARTICLES mean the Articles of Association of this company.
1.2 In these Articles, unless inconsistent with the subject or context, words importing the masculine include the feminine and words importing the singular include the plural and vice versa.
1.3 AC of SA shall, when used in these Articles, mean THE AERO CLUB OF SOUTH AFRICA.
1.4 PRESIDENTS COUNCIL means the members for the time being of the Presidents Council as defined in Articles 2.1 acting collectively as such.
1.5 THE BOARD means the members for the time being of The Board as defined in Article 2.2 acting collectively as such.
1.6 EXCO means the members for the time being of Exco as defined in Article 2.3 acting collectively as such.
1.7 WRITTEN means in writing or printed or partly in writing and partly printed.
1.8 REPUBLIC means the Republic of South Africa.
1.9 The ACTIVITY YEAR of the AC of SA means the period
– starting on the day after the Annual General Meeting and closing on the day of the next Annual General Meeting.
– which elected office bearers of the AC of SA will serve.
– covered by the annual reports of the Chairman, General Manager and the Member Association Chairmen/Presidents.
1.10 The FINANCIAL YEAR
– will be the 12 months to the 31st March of each year, and
– will be the period covered by the audited annual financial statements.
1.11 An AUDITOR means a person appointed in terms of Section 270 of the Companies Act 1973, who may or may not be a member of the AC of SA.
2.1 Presidents Council
2.1.1 The President’s Council will consist of:
– The Honorary President of the AC of SA appointed annually to this position by a ballot at the Annual General meeting and who will act as Chairman of the Presidents Council.
– Past Chairmen of the AC of SA who will automatically become members of the Presidents Council for the five years following their termination as Chairman of the AC of SA.
– Any community leader or person who has promoted the aims of he AC of SA and is elected to the Presidents Council by a ballot at the Annual General Meeting.
2.1.2 The Presidents Council will be an advisory body and will meet when called to do so by the Honorary President or when so requested by the Chairman of the Board to advise the Board on any matter relating to the affairs of the AC of SA.
2.1.3 Members of the Presidents Council who do not attend three consecutive meetings of the Presidents Council will automatically forfeit their appointment.
2.1.4 All members (other than the Honorary President) of the Presidents Council will be appointed as Honorary Vice Presidents of the AC of SA.
2.2 Board of Directors (The Board)
2.2.1 The Board will consist of:
– The immediate Past Chairman
– One representative from each Member Association with a second Member Association representative for each thousand members or part thereof over one thousand Ordinary Members.
– Up to four members elected at the Annual General Meeting, elected in accordance with para 5.8.4.
– The FAI Delegate elected in accordance with paragraph 6.2
– The Director General
– Up to three members appointed by the Commissioner for Civil Aviation.
2.2.2 The Board will meet at least four times during each Activity Year and will be responsible for furthering the objectives of the AC of SA and administering the AC of SA.
2.2.3 The Board will be called to order by the immediate past Chairman within one hour of the closing of the Annual General Meeting at which meeting the Chairman, Vice Chairman and Honorary Treasurer will be elected who will serve for forthcoming Activity Year.
2.2.4 Any member of The Board may be expelled from The Board permanently or temporarily, such expulsion being approved by a two-thirds majority vote at a meeting of The Board provided that a written motion of expulsion duly signed by the proposer and seconder was sent by registered post to all members of The Board at least 20 days prior to the relevant meeting.
2.2.5 Notice of The Board meetings will be advised to each board member at least 21 days prior to the meeting. By an appropriate form of communication.
2.2.6 Each member of The Board will carry one vote with the Chairman having a casting vote in the event of a voting tie.
2.2.7 The quorum for meetings of The Board will be 40% of The Board members and no business shall be transacted at any Board unless the requisite quorum is present at the commencement of the meeting.
2.2.8 Any casual vacancy occurring on The Board, by resignation or otherwise, of a representative of a Member Association or a second representative thereof where applicable, shall be filled by a nomination from the Member Association concerned. The same principle applies to Board Members nominated by the CAA of SA.
2.2.9 Should any question arise which is not provided for in these Articles or is not clear in these Articles The Board shall have the final right to interpret these Articles and the power to determine the matter, but may, in its sole discretion refer the matter to the Presidents Council for advice.
2.3 Executive Committee (Exco)
2.3.1 Exco will consist of:
The Chairman, the Vice Chairman, the Honorary Treasurer, the General Manager, and additional co-opted members proposed to and approved by The Board. Co-opted members of Exco will have the same voting rights as do other members of Exco. The AC of SA Secretary may attend official proceedings as an ex officio member at the invitation of the Chairman.
2.3.2 Exco will meet from time to time and will be responsible for:
– executing policies agreed by The Board
– the direct management of the employees of the AC of SA
– financial disbursements in accordance with the annual budget and/or as directed by The Board.
2.3.3 The quorum for meetings of Exco will be three official members of Exco.
2.3.4 Each member of Exco will carry one vote with the Chairman having a casting vote in the event of a voting tie.
2.3.5 Should any vacancy occur on Exco, by resignation or otherwise, a meeting of The Board shall be convened to fill the vacancy.
2.3.6 The members of the AC of SA, of the Presidents Council, of The Board and of Exco, as well as all officers and officials for the time being of the AC of SA shall be indemnified and secured harmless out of the assets and profits of the AC of SA from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done, concurred in or omitted in good faith, in or about the execution of their respective duty or supposed duty in their respective offices or trusts, except such, if any, as they shall incur or sustain by or through their own neglect or act(s) of malpractice or default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults or act(s) of malpractice of the other or others of them or for joining in any receipts for the sake of conformity or to any bankers or other persons with whom any moneys or effects belonging to the AC of SA shall or may be lodged or deposited for safe custody or for insufficiency or deficiency of any security upon which any moneys of or belonging to the AC of SA shall be placed out or invested or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto, unless the same shall happen by or through their own wilful neglect or default or act(s) of malpractice respectively.
2.4 FAI Policy Committee (FAI Committee)
2.4.1 The FAI Committee will meet at least annually under the Chairmanship of the FAI Delegate and will consist of all the delegates nominated by the Member Associations to attend the various technical commissions of the FAI.
2.4.2 This Committee will recommend policy on FAI matters to The Board.
2.5 The Executive Staff and Registered Office of the AC of SA
2.5.1 The Board will from time to time appoint (and dismiss) employees to administer the activities of the AC of SA. The employees will be headed by the General Manager who will be responsible for carrying out instructions received from the members of Exco.
2.5.2 The conditions and terms of employment of the employees will be set by The Board.
2.5.3 The Administration of the AC of SA will be situated at the AC of SA’s registered office, the exact location being determined by The Board.
3.1 The AC of SA shall perform all functions as designated or delegated by the SACAA and/or the Commissioner as agreed to from time to time.
3.2 Not withstanding the provision in 3.1 above, the Aero Club shall enter into a Memorandum of Understanding, an agreement with the CAA which will further govern the relationship between the Aero Club and CAA and will include functions not necessarily related to designation or delegation in 3.1 above.
The Aero Club shall engage, either by the activities of members associations or ordinary members, in development programs. Such programs shall be structured and approved by the board. The programs shall have as its principle aim to encourage understanding of recreational aviation. The board will seek to secure the future of recreational aviation by making it accessible to the general public and by promoting it amongst the youth in working toward its development objectives, the board shall strive to eliminate any gender and racial exclusivity that may exist from time to time in recreational aviation.
5.1 The AC of SA will have the following types of members:
– Member Associations
– Committee Members
– Ordinary Members
– Honorary Members
– Non- Affiliated Ordinary Members
5.2 Membership eligibility and requirements
5.2.1 Member Associations
The Member Associations will be the associations listed in Clause 2.1 of the Memorandum of Association. New Member Associations may be admitted by a two thirds majority vote at an Annual General Meeting or a Special General Meeting. All Member Associations will comply with and abide by the following:
– on entry to the AC of SA pay the prescribed entry fee and thereafter annually ensure that its members pay the required annual membership fee as laid down by the AC of SA.
– agree to uphold and foster the objectives of the AC of SA and abide by the conditions of these Articles.
– practice a sport aviation discipline recognised by the FAI.
– provide an adequate administration structure to administer the general administration, financial affairs and membership services of the Member Association in accordance with the constitution and guidelines set by the AC of SA.
– nominate a representative (or a second representative should this be the case) to sit on The Board of the AC of SA and to ensure that this representative (or both representatives) attend no less than 50% of The Board Meetings in any one year.
– ensure that all Member Association printed stationery, membership cards, documentation, publicity and communication material conforms to the format approved by The Board in terms of paragraph 7.
– have a financial reporting year that runs concurrently with the Financial Year of the AC of SA
– submit to the AC of SA by no later than 90 days from the last day of its financial year a set of audited financial statements which cover all the financial matters relating to that Member Association.
– conduct its affairs in accordance with a Member Association constitution approved in whole by The Board of the AC of SA.
– provide the AC of SA with a list of all its members annually along with their addresses.
– by the 1st November each year hold an Annual General Meeting at which a committee of no less than 5 and normally no more than 15 members are elected, which committee is tasked with the administration of the Member Association in accordance with its constitution. Should a Member Association require a committee in excess of 15 members, only a maximum of 15 of those members will be accepted as Committee Members of the AC of SA.
– submit annually to the AC of SA a written report by its committee Chairman or President, with the intention that this report be included in the annual report of the AC of SA.
– collect and submit to the AC of SA the membership fees for the Association in accordance with Clause 6.3.
5.2.2 Committee Members
Committee Members will be:
– those Ordinary Members duly appointed to the committees of the Member Association in accordance with the constitution of the Member Association concerned.
– those members of The Board who are duly appointed at an Annual General Meeting by the Member Associations.
5.2.3 Ordinary Members
– Ordinary Members are the members in good standing of the Member Associations in accordance with constitutional membership requirements of the Member Association concerned and who have paid their membership fees and who are members in good standing.
5.2.4 Honorary Members
– Honorary Members shall be individual persons on whom this honour is bestowed at an Annual General Meeting of the AC of SA.
5.2.5 Non- Affiliated Ordinary Members, ordinary members as in 5.2.3 above, but not members of a member association.
5.3 Expulsion of Members
5.3.1 Any member of the AC of SA may be expelled from the AC of SA having all membership privileges curtailed temporarily or permanently such action being approved by:
– two-thirds majority resolution of The Board in the case of an Ordinary Member , a Committee Member or a non-affiliated member.
– two-thirds majority resolution passed at an Annual General meeting or Special General Meeting in the case of an Honorary Member or a Member Association.
5.3.2 A written motion of expulsion duly signed by the proposer and seconder is to be circulated with the notice of meeting at which it will be considered.
6.1 The Board of the AC of SA will from time to time fix the membership fees to be paid by the Member Associations, Ordinary Members and non-affiliated members.
6.2 The Member Association fees will be paid direct to the AC of SA as follows:
– entry fees will be paid within 14 days of the Member Associations admission to the AC of SA.
– annual fees will be paid within 90 days of invoice from the AC of SA or the Member Association, as the case may be.
6.3 The Ordinary Members fees may be collected by the Member Association on
behalf of the AC of SA by way of a portion of the individual membership fees paid to the Member Association such fees to be paid to the AC of SA at the end of the quarter during which they are collected.
6.4 Honorary Members will pay no membership fees.
6.5 There will be no additional membership fee for Committee Members as such members are also Ordinary Members.
7. ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETING
7.1 The AC of SA shall hold an Annual General Meeting the date to be at the discretion of The Board.
7.2 A Special General Meeting may be called by the Board. Alternatively, a Special General Meeting shall be convened should a two-thirds majority of the Committee Members require such a meeting by signing a written request to that effect and submitting it to the Chairman of the Board, whose duty it will be to call a Special General Meeting, such meeting to be held within 30 days of the Chairman of the Board having received the said notice.
7.3 A notice of meeting showing the date, place and time of the Annual General Meeting or Special General Meeting will be posted to all eligible attendees so as to give not less than 21 clear days notice of the meeting, along with the agenda for the meeting and a resolution, the terms and effect of the resolution and the reasons for it shall be stated in the notice of the meeting. The accidental omission to give notice of any meeting to any member shall not invalidate any business transacted at, or any resolution passed at, such meeting.
7.4 All Ordinary Members and non-affiliated members of the AC of SA will be entitled to attend and vote at the Annual General Meeting or Special General Meeting, each attendee carrying one vote, with the Chairman having the casting vote in the event of a voting tie.
7.5 The quorum for an Annual General Meeting or a Special General Meeting shall be Ordinary members from at least six Member Associations present in person or by proxy, provided that at least 20 Ordinary Members are present in person, and no business shall be transacted at any General Meeting unless the requisite quorum is present at the commencement of the meeting. Proxies shall be members of good standing and the proxy forms shall be in writing, signed by the nominator on the approved form and lodged with the Chairman or the Secretary before the meeting commences. Non-affiliated members present at a meeting shall not be counted for the purpose of establishing the existence of a quorum in that meeting.
7.6 The Chairman of the Board or, in his absence the Vice Chairman, shall take the Chair at every General Meeting. If neither the Chairman nor the Vice Chairman are present within fifteen minutes of the time appointed for the commencement of such meeting or, if present, is unwilling to act, then the members of The Board present may choose a Chairman for the meeting and, in default of their doing so the Ordinary Members present shall choose one of the members of the Board present to act as Chairman.
7.7 If at the expiration of thirty minutes from the time appointed for the commencement of a General Meeting a quorum is not present, the Meeting, if convened upon a requisition of the Ordinary Members or non-affiliated members, shall be dissolved but in any other case it shall stand adjourned to the same day in the following week, at the same time and place or to such other day, time and place as The Board may by notice to members appoint. If at such adjourned meeting the normal quorum is not present, then eligible attendees who are present shall constitute a quorum and may legitimately transact the business for which the meeting was called.
7.8 At the Annual General Meeting 7.8.1 The Chairman will present an annual report on the activities of the AC of SA to include reports by all Member Association Chairmen. 7.8.2 The Honorary Treasurer will present for review the audited financial statements of the AC of SA for the year ended 31 March. 7.8.3 The General Manager will present an annual report.
7.8.4 Elect a maximum of 4 members to serve on The Board who will be elected by way of a secret ballot. No proxy votes will be allowed. The Candidates standing for election should be nominated in writing 30 days in advance of the Annual General Meeting by a Committee or Ordinary Member and such nomination should carry the written support of five additional Committee or Ordinary Members along with the written agreement to stand for election by the nominated person. Serving members need not be nominated but must confirm their candidature in writing 30 days in advance of the Annual General Meeting. on-affiliated members shall not be eligible for election to the board 7.8.5 Elect any duly proposed individual person or persons as Honorary Members.
8. FAI MEMBERSHIP
8.1 AC of SA will be a member of the FAI.
8.2 An individual will be elected by the Annual General Meting to serve as the principal delegate (FAI Delegate) to the FAI on behalf of the AC of SA and this individual will be appointed for the minimum of a three-year term.
8.3 The FAI Delegate will be nominated by the AC of SA as a Vice President of the FAI to serve on the FAI Council. As an FAI Council Member the FAI Delegate should endeavour to attend all the meetings of the Council and in any event should attend at least one Council meeting per year. The Board may elect any individual whom it considers qualified to be the Head of Delegation at each FAI General Conference – But the need to have continuity of representation at General Conferences should be a guide to The Board in making this choice.
8.4 The FAI Delegate will act as Chairman of the FAI Policy Committee.
9. PRINTED DOCUMENTATION AND LOGO IDENTIFICATION
9.1 The Board will approve from time to time the visual identity selected for the AC of SA and the Member Associations will incorporate this visual identity as prescribed below.
9.1.1 The logo of the AC of SA will be as shown in Annexure A, Section 1.
9.1.2 The membership cards, to be used for all types of individual members, will be as shown in Annexure A, Section 2.
9.1.3 The printed stationery format to be used by the AC of SA and the Member Associations will be as shown in Annexure A, Sections 3 and 4 respectively.
10. SPORT AVIATION CLUBS OR CENTRES (Affiliated Clubs/Centres)
Sport aviation clubs or centres (Affiliated Clubs/Centres) providing facilities for the practice of various sport aviation disciplines covered by the Member Associations may become recognised by the Member Association concerned and as such become an Affiliated Club/Centre of the respective Member Association concerned. The regulations and procedures concerning Affiliated Clubs/Centres may vary per Member Association and such details will appear in the constitutions of the Member Associations.
11. SOUTH AFRICAN NATIONAL COLOURS
All applications by the Member Associations for the issue of South African National colours to any Committee, Ordinary or Honorary Member must be submitted to the Board for its approval prior to the application being submitted to the National Colours Board. Approval of an application for the issue of South African National Colours may only be made at a formal meeting of The Board or alternatively by Exco provided that written notices have been received by Exco from the majority of The Board supporting the application.
The income and property of the AC of SA however derived shall be applied solely towards the promotion of the objectives of the AC of SA and no portion of such income or property shall be paid or transferred, directly or indirectly, by way of a dividend, bonus or any other means, to the members of the AC of SA. However, payment in good faith may be made to any member of the AC of SA in return for any services actually rendered to the AC of SA.
13. NON POLITICAL
The AC of SA will be non political and no member or employee of the AC of SA may use his/her AC of SA affiliation to further any political objectives.
14. AMENDMENTS TO THE ARTICLES
The members in General Meeting may amend these Articles by a Special Resolution passed in accordance with the provision of Section 199 (1) of the Companies Act 1973.
15. WINDING UP
15.1 In the event of the AC of SA being wound up, any assets remaining after all liabilities have been settled, will be transferred to an organisation with similar objectives to that of the AC of SA, or alternatively should such a similar organisation not exist, then the remaining assets will be transferred to the appropriate South African Government Department.
15.2 A resolution to wind up the AC of SA may only be considered at a Special
General Meeting called specifically for that purpose and such a Special General Meeting may only be held provided that:
– a two-thirds majority vote in favour of holding a Special General Meeting to consider the winding up action was passed at a meeting of The Board, held not less than 60 days in advance of the said Special General Meeting.
– the Presidents Council and the Commissioner of Civil Aviation are informed in writing of the intended Special General Meeting, (at least 45 days in advance of the date of the Special General Meeting) at which the winding up action is to be considered.