1.1.       This Constitution governs the Craigpark Residents Association, an association of members ordinarily resident in the Johannesburg suburbs of Craighall, Craighall Park and Dunkeld West.

1.2.       The Association exists to represent and advance the interests of all residents, working with all stakeholders and addressing, among other things, the following strategic objectives:

• Maintaining property values;
• Coordinating security;
• Assisting residents through good relationships;
• Maintaining a clean environment for residents to live in;
• Addressing community issues; and
• Any other objectives as determined by the Committee from time to time.

2.1.       As used in this document, the following words bear the following assigned meanings:

• “Area” means the geographic area of the coverage of the Association, being the Johannesburg suburbs of Craighall, Craighall Park and Dunkeld West. The area is highlighted in the map as Google Maps as per Annexure A to this Constitution;
• “Association” or “CRA” means Craigpark Residents Association a non- profit association, registered as NPO 049-767 and governed by this Constitution with address P.O. Box 411175, Craighall, 2024;
• “Committee” means the Committee referred to in paragraph 5 which is responsible for the day-to-day management of the affairs of the Association;
• “Constitution” means this Constitution of the Association;
• “Financial Year” means the financial year of the Association ending December 31 of each year;
• “Member” means an adult person ordinarily resident in the Area and whose name is recorded in the register of Members referred to in paragraphs 8 and 15. In this regard:
  • “Ordinary Member” means a Member as described in paragraph 3.1;
  • “Representative Member” means a Member as described in paragraph 3.3;
  • “Pensioner Member” means a Member as described in paragraph 3.2; and
  • “Business Member” means a Member as described in paragraph 3.5;
• “Strategic Objectives” means those objectives outlined in paragraph 1.2; and
• “Year” means a calendar year.

3.1.       Any adult person over the age of 18 years, ordinarily resident within the Area is entitled to be registered as an Ordinary Member of the Association if they:

• apply for membership providing their full name, physical address; a current email address, mobile and landline telephone numbers; and
• pay the annual subscription for Ordinary Membership of the Association, due on application of membership, and subsequently on expiry of the existing annual membership.

3.2.       Ordinary Membership includes Pensioner Membership,

3.3.       A body corporate representing the owners or occupiers of any sectional title scheme or homeowners’ association within the Area is entitled to be registered as a Representative Member of the Association which membership status enjoys the same rights as Ordinary Membership but is subject to a lower annual subscription. To apply for Representative Membership, a body corporate must:

• apply for membership providing the details of the sectional title scheme or homeowners association, the full name, physical address; a current email address, mobile and landline telephone numbers of the person representing the scheme; and
• pay the annual subscription for Representative Membership of the Association, due on application of membership, and subsequently on expiry of the existing annual membership.

3.4.       Whether body corporate has registered as a Representative Member or not, this does not preclude individual residents of the sectional title scheme from separately registering as Ordinary Members of the Association subject to paragraph 3.1.

3.5.       A business having its operations located within the Area is can be a Business Member of the Association, provided that the business:

• applies for membership providing the details of the business, the full name, physical address; a current email address, business registration number, mobile and landline telephone numbers of the person representing the business;
• pays the annual subscription for Business Membership of the Association, due on application acceptance, and is renewable annually; and
• has its application approved by the Committee.

3.6.       Annual subscriptions will be determined from time to time by the Committee for each category of membership, subject to such decision being be subject to consultation if the increase in annual subscription fees exceeds the previously applicable amount by more than the the official Consumer Price Inflation plus 5%.

3.7.       Where annual subscriptions are not paid by the due date, membership will terminate. If a lapsed Member subsequently pays the amounts owing, their membership will be automatically reinstated with effect from the date of payment.

3.8.       The Committee will maintain a current register of Members, which must contain all the Member details specified above in 3.1.1 and 3.3.1.

3.9.       Each Ordinary and Business Member shall be entitled to a single vote at meetings of the Association, while each Representative Member if representing a body corporate will be entitled to the number of votes as calculated by dividing the negotiated annual membership fees paid by the body corporate to the Association, by the current published membership fee that would be payable by individual body corporate members at that time.

4.1.       In addressing the Strategic Objectives, the Association and the Committee must:

• Recognise, promote and protect the mainly residential nature of the Area;
• promote, protect and foster the collective interests of all Members and all residents and property owners in the Area;
• consult with Residents or Members when making decisions that may impact upon the interests of those Residents or Members;
• take note of all matters of public importance and their effect on the Area, especially in matters of conversion of land use, safety, social, economic and health;
• act and make such representation on behalf of its Members as may be deemed necessary.

4.2.       Any material decisions taken by the Association or by the Committee impacting:

• Members are subject to consultation with the membership of the Association; and
• Residents who are not Members are subject to consultation with residents of the Area.

4.3.       Consultation, as used in paragraph 4.2, means:

• In the case of Members, publication of a proposal using the normal communications channels of the Association including email and street WhatsApp Groups and, at a minimum, dispatch by email of the proposal to the email addresses of all Members, inviting written representations; and
• In the case of residents who are not Members, distribution of a proposal using the Street WhatsApp groups and conducting one or more public meetings at which Residents are invited to make representations.

4.4.       Having undertaken the consultation referred to in paragraphs 4.3 and 3.6, and having considered any representations received, the Association or Committee must determine its course of action and communicate its decision to residents or Members.

5.1.       The management of the day-to-day affairs of the Association will be undertaken by a Committee which will consist of no more than fifteen and no less than ten Members elected at a general meeting.

5.2.       At its first meeting after a general meeting at which a new Committee is elected, the Committee will appoint from their number a Chair, a Vice-Chair, a Secretary and a Treasurer, and such additional office-bearers as the Committee may deem appropriate.

5.3.       No Member shall hold the office of Chair, Vice-Chair, Secretary and Treasurer for more than three consecutive years and at least three years must pass before they are again eligible for appointment to that office.

5.4.       The Committee may appoint additional Members to serve on the Committee, subject to a maximum of two such appointments between each AGM.  These appointments will terminate at the next AGM after the date at which they were appointed.

5.5.       Such Members will typically present themselves for election to the Committee at the next annual general meeting after their appointment subject to clause 5.3, Members elected to serve on the Committee will assume office immediately following their election. Their term of office will endure thereafter for three years.

5.6.       If a Member serving on the Committee resigns or is removed from office during their three-year term, or if the number of Members elected at a general meeting is insufficient to fill all available vacancies, the balance of the Committee will appoint a Member(s) to temporarily fill any vacancies. Members appointed to fill a temporary vacancy:

• will hold office only until the next general meeting at which an election will be held to fill the vacancy; and
• enjoy the same rights and privileges and are subject to the same duties as other elected Members of the Committee for the duration of their appointment.

5.7.       The Committee may establish subcommittees and fix the membership of those subcommittees.  In establishing subcommittees, the Committee must in writing define the scope of the mandate and authority of each subcommittee and, to the extent that the Committee delegates any authority or power to a subcommittee, it must specify the quorum for meetings of those subcommittees and make rules for regulating the proceedings of meetings. The Chair and the Vice-Chair must be ex officio members of all subcommittees.

5.8.       The current elected Ward councillor for the Area will be invited to be a non-voting member of the Committee

6.1.       The management and control of the Association is vested in the Committee.

6.2.       The Committee is entitled to act on behalf of the Association in all matters, including giving effect to the Strategic Objectives, which includes making of financial donations which are consistent with these Strategic Objectives.

6.3.       In exercising its powers and duties, the Committee must:

• act in accordance with all resolutions passed at a general meeting of the Association and
• comply with all relevant legislation including, inter alia, the Protection of Personal Information Act – 2013, and any applicable legislation, for example the Non-Profit Organisations Act, 1997.

6.4.       The Committee must ensure that the following are maintained:

• proper and adequate books of account relative to the business and affairs of the Association;
• minutes of all general meetings and of the Committee;
• the register of members referred to in paragraph 3.8; and
• where the Committee has established subcommittees, all minutes, and written mandates of those subcommittees.

6.5.       Any contract that the Committee enters into must include:

• the specific Rand amount to be paid in any one instalment and in total; and
• be subject to renewal (free of any penalties) at an interval not exceeding one year, by agreement of the committee, with any exceptions to be agreed by the committee on a case by case basis

6.6.       The Chair must report to the Association at the annual general meeting on the activities of the Committee during the preceding year.

7.1.       The Committee may meet for the despatch of business, adjourn, and otherwise regulate their meetings as members think fit. The quorum necessary to transact business at any meeting of the Committee is 66% plus one of its members.

7.2.       The Secretary must convene meetings of the Committee:

• at the Chair’s request; and
• by giving not less than seven clear days’ notice to each member of the Committee.

7.3.       The Committee will seek to make decisions by consensus. Where the Chair determines, in their sole discretion, that a question be put to the vote, the Committee will make decisions by a simple majority of votes. Each member of the Committee has a single vote, and the Chair has a deliberative and a casting vote.

7.4.       If the Chair is not present within five minutes of the commencement of any duly convened meeting of the Committee, the Vice-Chair will act as chair. If neither the Chair nor the Vice-Chair is present five minutes after the time for the start of the meeting, the remaining members of the Committee may elect an acting chair from amongst their number.

7.5.       All meetings of the Committee and subcommittees can be convened online using the online technology selected by the Committee from time to time. When circumstances allow meetings to be held in-person, the Committee or subcommittee is required to enable participation for those Members wishing to attend the meeting remotely.

8.1.       A member of the Committee will cease to hold office as such:

• If they fail, without reasonable excuse, to carry out any duty assigned to them by the Committee;
• if they are absent from three consecutive meetings of the Committee without leave of the Committee; or
• if they conduct themselves in a manner detrimental to the interests of the Association, and the Committee resolves that they be disqualified from continuing in office.

9.1.       An annual general meeting will be held no later than six months after the end of each Financial Year, and not more than fifteen months will elapse between the date of one annual general meeting and the next.

9.2.       Upon a written request addressed to the Chair and signed by no less than thirty Members, the Committee must call a special general meeting to be held not later than two months from the date of receipt of the requisition. The Chair also has the right to call a special general meeting for any reason they see fit.

9.3.       A special general meeting may also be convened with the specific purpose of considering a motion of no-confidence in the Committee as a whole. Such a meeting must comply with the requirements of paragraph 9.2 provided that the request must be accompanied by a detailed motivation for the motion of no-confidence, and the request requires the signatures of no less than fifty Members.

9.4.       If a motion of no-confidence in a Committee, brought under paragraph 9.3, succeeds, the Committee shall be dissolved. The general meeting passing that motion must elect a new Committee as provided for in paragraph 9.2. A volunteer Member in attendance at the general meeting must direct the election.

9.5.       A special general meeting may also be convened with the specific purpose of considering a motion to incorporate a new geographical area within the Area of the Association Such a meeting must comply with the requirements of paragraph 9.2 provided that the proposal must have been approved by the Committee and supported by a written request signed by at least 20 people resident in the new area under consideration for incorporation.

9.6.       In instances where a merger between residents’ associations is proposed, the procedure in paragraph 9.5 applies mutatis mutandis.

9.7.       A special general meeting may also be convened with the specific purpose of considering a motion to dissolve the Association. Such a meeting must comply with the requirements of paragraph 9.2 provided that the Committee must have approved the proposal and the request requires the signatures of no less than fifty Members. The notice of the meeting must state that the purpose of the meeting is to vote on the dissolution of the Association and the disposal of its assets, to the satisfaction of the Members attending such meeting. At such a meeting, the reviewed financial statements to-date will be presented. Such a motion will be passed by a 66% plus one member majority of Members present at a special general meeting.  Any assets which remain after the satisfaction of the Association’s debts and liabilities, and any disposal of the remaining assets as stated in this paragraph, must be remitted to a registered welfare or charitable organisation chosen by vote by the Members attending the special general meeting referred to above.

9.8.       If the requirements for requisitioning a special general meeting are met but notice of the meeting is not given as required, the Members who signed the requisition may themselves call the meeting by giving notice to all Members in writing. In such circumstances, the Secretary must distribute notices of such meetings in the normal course.

9.9.       The notice of any general meeting must specify the nature of the business to be conducted at the meeting.

9.10.    General meetings may be convened online if necessary, using an online technology selected by the Committee. When circumstances permit for general meetings to be held in-person, the Chair is not required to enable in-person participation for any Members wishing to attend online.

9.11.    A general meeting must be called by not less than twenty-one clear days’ notice by email dispatched to all Members. If a general meeting is called by shorter notice, the meeting will be deemed to have been duly called if sixty-six percent of all Members present agree to the shorter notice. The period of notice must be reckoned exclusively on the day on which it is despatched and on the day for which it is given and will specify the day and the hour of the meeting, together with details for logging on to the meeting or attending in person.

9.12.    The business of an annual general meeting will be:

• To elect a new Committee;
• to receive and consider the financial statements and the independent reviewer’s report for the preceding year;
• to appoint the independent reviewer;
• to elect members of the Committee;
• to consider any other matter of which due notice has been given in the notice convening the meeting; and
• to consider and determine any motion or question, duly proposed and seconded.

9.13.    The quorum for any general meeting will be thirty Members.

9.14.    The Chair, or in their absence, the Vice-Chair will take the chair at every general meeting, but if the Chair or Vice-Chair is not present at the time appointed for the meeting, the Members present will choose another Member as chair.

9.15.    All questions, motions and matters arising at or submitted to any general meeting will be decided by a majority of the votes cast and will, in the first instance, be decided by a show of hands. In the case of equality of votes, the Chair will, both on a show of hands and at a poll, have a casting vote in addition to the vote to which they are entitled as a Member.

9.16.    If a poll is demanded, it will be taken immediately in such a manner as the Chair of the meeting directs. Scrutineers will be appointed to count the votes and declare the result, which the Chair of the meeting will announce.

9.17.    With the consent of the meeting, the Chair of a general meeting may adjourn the meeting from time to time. No business will be transacted at any such adjournment other than the business left unfinished at the time when the meeting was adjourned.

9.18.    If at any general meeting there is no quorum present at the time appointed for the meeting, the meeting will stand adjourned to the same day, time, and place fourteen days later when the Members present will constitute a quorum and will transact the business for which the meeting was convened.

10.1.       Elections of office bearers take place at general meetings of the Association.

10.2.       During an election, each Member in attendance at a general meeting will have as many votes as there are vacancies to fill on the Committee.

10.3.       Members seeking election to the Committee may submit written nominations to the Secretary, including their election manifesto, at least one week before the general meeting. The Secretary must ensure that the election manifestos of all candidates for election submitted in time are distributed by email to all Members.

10.4.       Nothing precludes any Member from seeking election to the Committee by nomination from the floor at a general meeting. Members seeking election based on a nomination from the floor waive the benefit of the prior circulation of their manifesto to all members as contemplated in paragraph 10.3.

10.5.       All nominations, whether under paragraphs 10.3 or 10.4 must be proposed and seconded by Members in attendance at the general meeting. Any Member nominated is entitled to decline their nomination in person at the general meeting.

10.6.       Any nominated Member unable to attend a general meeting but wishing to seek election in absentia must provide the Secretary with a written acceptance of nomination at least one day before the general meeting.

10.7.       If the number of nominations received, whether in terms of paragraphs 10.3 or 10.4:

• exceeds the number of vacancies to be filled on the Committee, an election must follow. A volunteer Member in attendance at the general meeting must direct the election.
• equals the number of vacancies to be filled on the Committee, the volunteer Member directing the election must declare those nominated duly elected; And
• if less than the number of vacancies to be filled on the Committee, the volunteer Member directing the election must declare those nominated duly elected and the Committee so elected must within 14 days of election and in accordance with paragraph 5.3 appoint the relevant office bearers.

11.1.       All funds accruing to the Association will be applied to implement its Purpose and its Strategic Objectives.

11.2.       All membership subscriptions and all other funds received by the Association from whatsoever source will be the property of the Association and will be under the control of the Committee. The Committee will deposit such funds in an interest-bearing account in the name of the Association with a registered financial institution.

11.3.       All contracts bills of exchange, cheques, promissory notes and other instruments evidencing the financial commitment or obligation of the Association will be signed on its behalf by any two together of the Chair, Vice-Chair, Secretary and Treasurer of the Committee, or by a Committee member and the Chair

11.4.       The Chair and the Treasurer will prepare an annual budget on monthly basis on a basis deemed adequate by the Committee. Such a budget should be prepared by the beginning of each financial year, but no later than March of each year.

11.5.       The Treasurer will report monthly management accounts comprising an income statement and a summary balance sheet. Actual income and expenditure must be compared against the budget referred to in 11.4.

11.6.       The Treasurer, the Secretary, and any other Committee member proposed by the Chair must have access to the bank accounts maintained in the name of the Association.

11.7.       The books of accounts, including the budget, will be maintained on an appropriate accounting system, which is connected to and reconciled to all bank accounts held in the name of the Association.

12.1.       Any minute of any meeting contemplated in this Constitution if signed by the Chair, and any extract from such minutes, if signed by the Chair, constitutes evidence of matters stated in that minute or extract.

12.2.       A declaration by the Chair that a resolution or motion considered at a general meeting has been carried, carried by a particular majority, lost or not carried by a particular majority will be final. An entry to that effect in the minute book of the Association will be conclusive evidence of the fact without proof of the number of votes recorded in favour of or against such resolution.

12.3.       In the case of any dispute regarding the admission or rejection of a vote, the Chair of the meeting will determine the same, and such determination will be final and conclusive.