(Society incorporated in terms of Section 21) Reg No 93/07508/08
NPO 001-669
CONSTITUTION
1. DEFINITIONS
1.1 DEPENDANT
Includes the following persons who are registered on the contributor's official service register (SAP 96), or in the absence of this, on the submission of sufficient proof that the person is, in fact, a dependant.
1.1.1 The widow or widower of the deceased, and if more than one spouse has been registered on the contributor's service register as described in 1.1, that person who, in the opinion of the Board, has the greater right to assistance.
1.1.2 Children of whom the deceased was the biological mother or father and who, at the discretion of the Board, is entitled to assistance;
1.1.3 Stepchildren of the deceased;
1.1.4 Legally adopted children of the deceased; and
1.1.5 The spouse and children of contributors in those cases where the contributor, while still alive, has been declared by a competent authority as being totally unfit to earn a living.
1.2 CONTRIBUTOR
1.2.1 A person who is a member or a retired member of the SA Police Service or a person who was a member or retired member of a previous police agency and voluntarily contribute to the Fund up to the date of his or her death, or
1.2.2 A person who, on humanitarian grounds is regarded by the Board of Directors as a contributor whether he/she contributed or not.
1.3 BOARD OF DIRECTORS
Board of Executives together with the Board of Representatives.
1.4 DIRECTORS
Persons who were elected as directors of the Company (Fund).
1.5 THE COMPANY
The Fund is a section 21 Company, in terms of the Companies Act, 1973 (Act No 61 of 1973), into which the Widows' and Orphans' Fund of the South African Police Service, hereinafter referred to as "the Fund", was converted.
1.6 CHIEF MANAGER
A person who, from time to time, shall be appointed for this purpose by the Board of Executives of the Fund.
1.7 FINANCIAL MANAGER
A person who, from time to time, shall be appointed for this purpose by the Board of Executives of the Fund.
1.8 SECRETARY
A person who, from time to time, shall be appointed for this purpose by the Board of Executives of the Fund.
1.9 FUNCTIONARIES
All employees of the Fund, be it in a full-time or temporary capacity.
2. NAME
The name of the Fund shall be the "Widows' and Orphans' Fund for members of the South African Police Service (Society incorporated in terms of section 21)". The Fund shall be capable in law of suing and being sued and of acquiring, holding, alienating property, movable and immovable, in its own name.
3. AIM
The aim of the Fund shall be to give financial support to the dependants of contributors by means of monetary grants.
4. TERRITORY
The Fund shall collect contributions and continue its business in the Republic of South Africa.
5. HEAD OFFICE
The Head Office of the Fund shall be in Pretoria and all payments to the Fund shall be made at the Head Office of the Fund in the currency of the Republic of South Africa, provided that the Board of Directors may effect payments at any other place on such terms as it may deem fit.
6. MEMBERSHIP
6.1 Contributors will be represented on the Fund by a representative from each province who will be elected by them and who will act on their behalf.
6.2 These representatives will be members of the Board of Representatives who will together with members of the Board of Executives, be regarded as members of the Fund as required by the Company's Act.
7. INCOME OF THE FUND
The income of the Fund consists of voluntary contributions, the proceeds of functions in aid of the Fund, donations, interest on investments of the Fund and a percentage of the annual nett profit of the Weesgerus Holiday Resort. All intended fund raising efforts in aid of the Fund, must before hand, be presented to the representative of the Fund in that province/division, for approval. Contributions or donations made by any person/institution cannot be reclaimed or are not repayable, and become the property of the Fund as soon as it has been received by the Fund.
8. BENEFICIARIES
The following persons may be considered for the allocation of benefits from the Fund:
8.1 The dependants of contributors who died while serving in the South African Police Service and who contributed to the Fund until their death.
8.2 The dependants of former members of the South African Police Service who were pensioned or who were discharged on medical grounds from the South African Police Service and who contributed to the Fund to the date of their deaths.
8.3 Members who would have been able to apply for privileges on the date determined by the Board of Directors.
8.4 A once-off allocation, at the Board's discretion, to dependants of serving members of the South African Police Service who were not contributors to the Fund, in cases where such non contributors died in the performance of their duties while on duty.
9. CONSIDERATION AND CONTINUATION OF AWARDS
9.1 Each application for a grant from the Fund by dependents of a contributor will be considered on merit.
9.2 The grant to a widow/widower will be discontinued if she/he remarries, but may be continued or granted again on conditions which may be determined by the Board of Directors.
9.3 Grants to dependants are made according to the policy, and on conditions determined by the Board of Directors.
9.4 The grant may be continued irrespective of a child's age, if the child suffers from a chronic disease or does not attend school for other reasons and/or is totally unfit to earn a living.
10. CONTROL
10.1 The Board of Directors of the Fund will consist of a maximum of fourteen (14) directors comprising the following: One (1) of each of the nine (9) provinces and one (1) of Head Office; (Board of Representatives); and Four (4) who will also serve as the executive committee of the Fund. (Board of Executives).
10.2 The Board of Representatives will be elected by contributors to the Fund in the respective provinces, whereafter they will be confirmed as directors on the next general meeting.
10.3 The Board of Executives will be elected by the Board of Directors during a special general or annual general meeting.
10.4 The chairperson of the Board will be a member of the Board of Executives and will also be elected by the Board of Directors.
10.5 Election of directors will take place on a rotation basis whereby after two (2) years of service as director, at least three (3) directors must stand down. Retiring directors may be re-elected.
10.6 The election of the chairperson will take place every three years. The retiring chairperson may be re-elected.
10.7 The members of the Board of Directors must be contributors to the Fund and they must have been a member of the South African Police Service for at least seven (7) years.
10.8 The Board of Directors must at all times consist of the least 70 % serving members of the South African Police Service. The balance may consist of retired members of the South African Police Service.
10.9 At retirement from the South African Police Service, such director must vacate his position on the Board of Directors. Such vacancy has to be filled through the normal election process. Such director may be re-elected subject to the conditions of clauses 10.7.
10.10 All directors are obliged to comply with their responsibilities according to the policy of the Fund, conditions of the Companies Act, 1973 (Act No 61 of 1973) and conditions of the Act on Non Profit Organizations (Act 71 of 1997).
11. ADMINISTRATION
The Fund shall be managed by its own personnel who will be responsible for performing the normal administrative functions of the Fund, as well as keeping complete books and records in terms of the Companies Act.
12. MEETINGS
12.1 Meetings will be held every second month where the Board of Executives must be present. Members of the Board of Representatives will attend these meetings on a rotation basis.
12.2 Annual general meetings will be held before the end of September every year, which must be attended by the full Board of Directors (i.e. Board of Executives and Board of Representatives).
12.3 Special general meetings will be held according to the discretion of the Board of Executives when required.
12.4 In the absence of the chairperson at any of these meetings, the present directors must elect a chairperson amongst them for the purpose of that meeting.
12.5 Fifty percent plus one (1) of the members who must be present form a quorum for that meeting.
12.6 Written notice for the call of an Annual General Meeting shall be called by not less than 21 (twenty one) days before the date of the meeting.
13. POWERS OF THE BOARD OF EXECUTIVES
The Board of Directors will have the power to -
13.1 award grants, on merit, to dependants of contributors in terms of the objectives of the Fund;
13.2 pay any grant awarded to a dependant, in terms of the provisions of this Constitution, to the dependant or person concerned;
13.3 accept gifts or the use of grounds or buildings anywhere in the Republic of South Africa;
13.4 take any steps which will be to the benefit or welfare of the dependants of deceased contributors;
13.5 authorize the payment of reasonable expenses incurred for the effective control and administration of the Company;
13.6 invest any money not required for the current expenses of the Fund;
13.7 obtain bank facilities or short-term loans and for that purpose pledge such securities and assets as the Board of Directors may think fit;
13.8 institute and defend legal proceedings in any court of law;
13.9 register deeds in any deeds office;
13.10 purchase any mortgaged fixed assets and to lease, maintain, control, trade, sell, or use any property belonging to the Fund, whether or not it was previously mortgaged to the Fund, in any other way for the benefit of the Fund;
13.11 take steps which are concomitant or advantageous to the attainment of the aims contained in this Constitution;
13.12 grant any of its powers to a member or members of the Board of Directors as the Board of Directors may deem fit;
13.13 manage the interest of the Fund in the Weesgerus Holiday Resort;
13.14 negotiate loans which may, from time to time, be necessary to allow the Fund to function effectively, on condition that the Board of Directors may not, at any time, negotiate a loan or obligation which constitutes more than 50% of the Fund's total assets; and
13.15 creating such structures and assigning such responsibilities that may be necessary to serve the interests of the Fund at the lowest level.
14. HONORARIUM
The Board of Directors may determine a honorarium to any person who performs special tasks for, or on behalf of, the Fund.
15. REMUNERATION OF DIRECTORS The Directors shall receive an annual remuneration as decided at a general meeting after consultation with the Auditor of the Fund. This provision does not prejudice the right which the directors have to claim travelling and subsistence expenses, as well as any other expenses that they may incur as a result of their activities as directors of the Fund.
16. DEALING WITH THE ASSETS OF THE FUND
16.1 All moneys received shall be deposited in the account of the Widows' and Orphans' Fund for Members of the South African Police Service at a commercial bank approved by the Board of Executives. Cheques must at all times be signed by two (2) authorized persons.
16.2 All securities shall be registered in the name of the Fund.
16.3 All documents and papers which have bearing on the investment of monies of the Fund, except for cheques and bills, shall be signed and endorsed by any person or persons authorized by the Board of Executives so to do.
16.4 A person, whether or not he/she is a contributor, shall not have any claim, right, or interest in, or in respect of as relevant to the Fund or any benefit in it or any claim against the Board of Directors or any official of the Fund, excepting in accordance with this Constitution.
16.5 The members of the Board of Directors or any official of the Fund shall not be held responsible to make good any shortfall in the monies of the Fund, but shall be held accountable only for monies which are received by them for the benefit of the Fund.
16.6 The Board of Directors and any official of the Fund is hereby indemnified against any action, cost and expense in regard to any claim which is not the result of mala fideactions by the Board of Directors or an official.
16.7 Members of the Board of Directors shall not be expected to provide any guarantees for their administration and the Master of the High Court of South Africa is ordered to grant exemption for any such guarantee required by the Trust Moneys Protection Act, 1934 (Act No 34 of 1934), or any other Act that is in force.
16.8 Any legal proceeding which is instituted by or against the Fund shall be instituted by or against the Fund under its incorporated name and a lawsuit regarding an obligation of the Fund cannot be instituted against a member in his person merely because he/she is a member of the Fund.
16.9 All expenses relating to or relevant to the management or administration of the Fund and its investments, including auditors' costs, shall be borne by the Fund.
16.10 The audited accounts of the Fund shall be submitted annually to the Board of Executives and made available, together with the annual report, at the Annual General Meeting for approval. The approved accounts will be for the notice of all contributors.
17. AMENDMENT OF THE CONSTITUTION AND STATUTES OF THE FUND
The Statutes and Constitution of the Fund may, at any time, be amended at a general annual meeting or a special general meeting, provided that -
17.1 the provisions of the Companies Act, the Statutes of the Company and this Constitution are adhered to;
17.2 written notice of this amendments, as well as the wording, be made available at least 21 days before the date on which the meeting is to be held;
17.3 all proposals for amendments to the Statutes or Constitution are submitted in writing to the Secretary in writing at least 60 days before the date on which the Annual General Meeting or special general meeting will be held;
17.4 an amendment only to the Constitution or Statutes shall not be proposed, unless both are amended so that both the Constitution and the Statutes are the same;
17.5 should there be a difference in the wording and/or the meaning of a specific provision in the Constitution and the Statutes, the provisions of the Statutes shall be adhered to;
17.6 the amendment be accepted by the majority of the voting members present at the meeting; and
17.7 half plus one of the members who may vote will form a quorum. If a quorum is not present, the meeting shall adjourn for one week and the members who are present at the postponed meeting, shall be a quorum.
18. DISSOLUTION OF THE FUND
If, and when, the Board of Directors consider it advisable to close the Fund, six months' notice must be given to the Secretary, who shall make the fact widely known among contributors. The Fund may be dissolved if at least two-thirds of the members present at the Annual General Meeting or special general meeting convened for that purpose, vote for the dissolution. Not less than twenty-one days' notice shall be given of this a meeting and the notice convening the meeting shall clearly state that the question of the dissolution of the Fund and the disposal of its assets will be considered. If, after setting all its debts and liabilities, any assets whatsoever remain after the Fund has been dissolve, these assets shall not be paid to or distributed among its members, but shall be given to another registered fund-rasing organization or fund-raising organizations of the South African Police Service (preferably one that has similar objectives to the Fund) which the Board will decide on at the special meeting at which it was decided to dissolve the Fund. If a decision regarding the disposal of its assets cannot for any reason be reached, the Master of the High Court shall decide on the matter.
19. EQUAL TREATMENT OF CONTRIBUTORS
It is declared that any discrimination against any contributor or member of the family of a contributor on the grounds of race, colour or creed is forbidden in the strongest possible terms. The Widows and Orphans Fund will furthermore be transparent and any information will be available to any contributor on request. It will also, on a regular basis update the National Commissioner of the South African Police Service on the financial situation and other affairs of the Fund.
Approved in PRETORIA on 17 September 2010.
K L CRAEMER CHAIRMAN: WIDOWS' AND ORPHANS'
FUND FOR MEMBERS OF THE SOUTH AFRICAN POLICE SERVICE