1. Name
The name of the association is BIRDLIFE EASTERN CAPE (referred to herein as “BLEC”)
2. Established
This association was established on 21 April 1950 and then known as “Eastern Cape Wild Bird Society”.
3. Legal Status
BLEC is a voluntary association and shall have legal personality distinct from its members, who shall have no right to its assets. The liability of members shall be limited to the amount of the unpaid subscriptions, if any
4. Area of Activities
BLEC shall be located in Port Elizabeth and activities will be in the Eastern Cape.
5. Objectives
The objective of BLEC is to promote the enjoyment, understanding, study and conservation of birds and their environment.
6. Public Benefit Organisation – Special Conditions
In the event that BLEC desires to register as a Public Benefit Organisation (PBO) in order to obtain taxation exemptions, it shall be obliged to adhere to the requirements of the South African Revenue Services.
7. Powers
BLEC may do all things required to achieve its objectives and, without in any way limiting its general powers, may operate in the Eastern Cape of the Republic of South Africa and elsewhere, in co-operation with like-minded organisations where appropriate, and may:-
7.1 purchase, acquire, invest in, lease and let out, improve, pledge, mortgage and alienate movable or immovable property;
7.2 lend and borrow money, with or without security, and on such terms as considered appropriate;
7.3 employ, pay and indemnify agents, trustees, and advisers of every description, and establish trusts, corporations and associations;
7.4 engage in legal proceedings of every description and sue or be sued in its own name;
7.5 open and operate on accounts at banks and other financial institutions under the signatures of not less than two persons authorised thereto by the Committee;
7.6 engage in educational activities relating to ornithology and the environment;
7.7 co-operate with and assist other environmental and educational organisation;
7.8 authorise the formation of decentralised branches, or chapters within the Eastern Cape; and
7.9 seek membership of and / or forge relationships with BirdLife South Africa and other bird clubs or conservation associations
7.10 accept as members of the organisation both natural persons and legal persona.
8. Members
8.1 Application for Membership
8.1.1 Application for membership may be submitted to the Association;
8.1.2 A person applying for or accepting membership shall be deemed to have agreed to be bound by this Constitution and any amendments thereto. A copy of the Constitution shall be available for inspection at the offices of the Association and a copy shall be made available to a member on request.
8.2 Register of Members
A register of members reflecting their names, addresses and category of membership shall be maintained by the Association. The contents of the register shall be deemed to be correct and the Committee shall be responsible for ensuring that the information on the register is correct.
8.3 Membership Fees
The Committee shall from time to time prescribe the membership fees payable by any category of members or class within a category and the time and manner of payment.
8.4 Membership Categories
The Committee will from time to time determine the different membership categories and membership benefits.
8.5 Termination of Membership
Membership shall terminate when:
8.5.1 a member has not paid the annual subscription within two months after due date, provided that the Association shall have the right to re-instate membership on such terms as it may imposed
8.5.2 the Secretary receives written notice of resignation from a member; and
8.5.3 a member acts in a manner inimical to any of the objectives of the Association as determined by the Committee and after due and proper enquiry, is expelled.
9. Committee
9.1 The affairs of BLEC shall be managed by a Committee comprised of at least 4 (four), but not more than 7 (seven) elected members.
9.2 The Committee shall be elected at the Annual General Meeting (AGM). Nominees shall preferably be in writing and a nominee shall consent in writing or in person at the meeting.
9.3 The Committee shall be entitled to co-opt additional members.
9.4 Committee members, including co-opted members, shall hold office until the following AGM when they shall retire but be eligible for re-election.
9.5 At its first meeting after election, the members of the Committee shall elect:
9.5.1 a Chairperson
9.5.2 a Vice-Chairperson
9.5.3 a Secretary
9.5.4 a Treasurer
9.6 The members of the Committee, while in office, shall accept fiduciary responsibility for BLEC.
9.7 The Committee shall meet as often as is necessary. The quorum for a meeting shall be at least FIFTY PER CENT (50%) of the Committee members.
10. Powers and Duties of The Committee
The Committee shall manage the affairs of BLEC and do whatever it considers appropriate to achieve the objectives of BLEC.
In particular, the Committee:
10.1 may appoint sub-committees and determine their terms of reference and composition and the conditions under which they shall operate;
10.2 may delegate any of its functions; and
10.3 shall keep full and proper records of its affairs
11. Meetings
11.1 The Annual General Meeting shall be held no later than THREE (3) MONTHS after the close of the financial year. At least FOURTEEN (14) DAYS’ notice of the meeting shall be sent to all members.
11.2 The business of Annual General Meeting shall be to:
11.2.1 read and confirm the minutes of the previous AGM and any Special General Metings;
11.2.2 receive the Chairman’s report;
11.2.3. consider and approve the Annual Financial Statements;
11.2.4. elect the Committee for the coming year;
11.2.5 consider and vote upon any necessary business.
11.3 The Committee shall call a Special General Meeting whenever it thinks fit and shall call a meeting when requested in writing to do so by not less than TEN (10) members of BLEC. Not less than FOURTEEN (14) DAYS’ notice of a Special General Meeting shall be given.
11.4 Voting at an Annual General Meeting or Special General Meeting shall be on a show of hands unless the Chairman determines that a ballot shall be held.
11.5 The quorum at an Annual General Meeting or Special General Meeting shall be Twenty Five (25) members. Should a quorum not be attained the meeting shall stand adjourned and not less than FOURTEEN (14) DAYS’ notice shall be given to all members of the adjourned meeting at which the members present shall be deemed to constitute a quorum.
11.6 The Committee may in its discretion permit proxies to be appointed by members who are unable to attend meeting.
11.7 The stipulations in Paragraph 8 are applicable to Committee meetings.
11.8 The financial year of BLEC shall be the 12 (twelve) month period proceeding 31 December each year.
12. Decisions / Voting
12.1 Decisions are made by majority vote, except in the case of the amendment of the constitution and disbandment of BLEC when a two third majority vote must be reached.
12.2 The Chairperson presiding at the meeting shall have a deliberative vote and casting vote.
12.3 Although the minutes are only approved and signed at the following meeting, the decisions are effective immediately.
13. Utilisation Of Funds and Property
13.1 All of the resources of BLEC shall be used solely for the purposes of realising the objectives of the Association.
13.2 None of BLEC’s funds shall be distributed directly or indirectly to any person, unless this occurs in the course of undertaking a Public Benefit Activity consistent with the objectives of BLEC.
13.3 The provisions of 12.2 shall not prohibit the payment, with the approval of the members, of reasonable remuneration to employees or office bearers of BLEC; provided that such remuneration is not excessive and does not economically benefit any person in a manner inconsistent with the objectives of BLEC.
13.4 The funds of BLEC shall be deposited in an account or accounts with recognised financial institutions which shall be operated on by the Association’s Treasurer, in conjunction with the Chairman or vice-Chairman. The treasurer shall keep a full, faithful and business-like record of transactions with moneys of BLEC, and preserve all vouchers and documents pertaining thereto. The treasurer shall submit at the Annual General Meeting an audited account of receipts and expenditure for the year ending 31 December preceding. All disbursements shall be authorised by the Committee either for each single disbursement or for a series of regular and recurring disbursements.
14. Amendment to The Constitution
14.1 This constitution, as well as any amendments thereof, will only take effect if approved by a two third majority of members present at Annual General Meeting or Special General Meeting.
14.2 A copy of the constitution, or in the event of later amendments, particulars of the proposed amendments, must be attached to the notice of the meeting sent to the members.
15. Rights and Liabilities of Members
15.1 The Members shall have no rights to any money or assets of BLEC.
15.2 The liability of Members shall be limited to the amount of unpaid subscriptions.
16. Dissolution
16.1 BLEC disbands if two thirds of members present at an Annual General Meeting or a Special Meeting, called specifically.
16.2 The notice of the meeting must stipulate specifically that disbandment of BLEC will be proposed and significant reasons for the proposal must be mentioned.
16.3 If BLEC dissolves, any remaining assets shall be transferred to BirdLife South Africa or another organization, with the aim closest to the original aim of BLEC.
17. Previous Constitutions
This constitution replaces the existing and all previous constitutions of BLEC.
Approved at a meeting held on: 14 April 2015
