CONSTITUTION OF THE ASSOCIATION OF CAMBRIDGE EDUCATORS: SOUTHERN AFRICA (Association not for gain) 1. Name 1.1. The name of the Association shall be "The Association of Cambridge Educators in Southern Africa". The short form of the name shall be "ACESA". 1.2. 2. The Association is an association not for gain. Objects The objects of the Association shall be: 2.1 to promote, encourage and protect the interests of members, to assist and encourage cooperative action, to deal with each and all such matters as may affect the common interests of the members; 2.2. to collect and disseminate any information likely to be of use to members; 2.3. to liase with UCLES on behalf of members; 2.4. to facilitate applications to UCAS and to the South African Matriculation Board; 2.5. to do or perform all such other acts, deeds, things, or functions as may be conducive to the interests of members or incidental to any of the objects of the Association. 3. Definitions 3.1. "Chairperson" means the chairperson of the Association who, by virtue of that office, is also the chairperson of the executive committee. 3.2. "executive committee" means the executive committee contemplated in clause 8; 3.3. "office-bearers" means the chairperson, vice-chairperson, the other members of the executive committee, and the auditor of the Association 3.4. "officials" means the secretary, the treasurer and other employees of the Association; 3.5. "Cambridge Educators" means any individuals or schools providing tuition preparing learners for Cambridge examinations; 4. Membership 4.1. Employers engaged in the Cambridge system shall be eligible for membership to the Association. 4.2. Applications for membership shall be lodged in writing to the secretary. 4.3. Applications for membership shall be considered by the executive committee within one month of receipt thereof. 4.4. If admission to membership is refused by the executive committee, the applicant shall be notified and shall have the right of appeal to the next general meeting of the Association. 4.5. An employer who has resigned or been expelled from the Association may be re-admitted to membership on such conditions as the executive committee may determine. When the applicant for readmission considers the conditions fixed by the executive committee unreasonable, it may appeal to the next general meeting of the Association. 4.6. Whenever an appeal is lodged in terms of 4.4 or 4.5 of this clause, the appellant shall be afforded the opportunity to state its case personally at the general meeting. 5. Subscriptions The subscriptions payable by members of the Association shall be: 5.1 Annual subscriptions to defray the costs of administrative services shall be R1 320-00 per annum per school. 5.2. year. 6. The annual subscription is payable in advance and by no later than the 1st March in any financial Representation of members 6.1. Before each annual general meeting, each member shall notify the secretary in writing of the name of its nominated representative and an alternate for the ensuing year. 7. Meetings 7.1. A general meeting of members of the Association shall be held at least once every three months on a date to be fixed by the chairperson. Special general meetings shall be cancelled whenever desired by the majority of the executive committee. 7.2. Notices of general meetings showing the business to be transacted thereat shall be given to members in writing by the secretary not less than 21 days before the dates of such meeting provided that in the case of special general meetings such shorter written notice, being not less than 24 hours, as may be decided by the chairperson, may be given, and that in the case of the annual general meeting at least two weeks' notice shall be given. 7.3. The annual general meeting of the Association shall be held in the month of March in each year or as soon as possible thereafter, but not later than the month of April in each year. 7.4. All motions at the general meeting shall be read to the meeting. No motions shall be considered unless seconded. All matters forming the subject of motion shall be decided by the majority of votes of those members present. In all cases when elections are held, vacancies will be filled by those candidates who received the highest number of votes recorded either by a show of hands or by a second ballot, as may be decided by the members present at the meeting. 7.5. No member shall be allowed to speak for longer than 30 minutes on any matter unless a majority of those present agrees. 7.6. All matters on which this constitution is silent shall be decided by the majority vote of the members present at the general meeting. 7.7. The executive committee shall ordinarily meet at least once every three months on a date to be fixed by the chairperson. Special meetings of the executive committee shall be called by the chairperson whenever he/she deems it advisable or upon a requisition signed by no less than four members of the committee, in which event the meeting shall be called within 7 days of receipt of the requisition by the chairperson. 7.8. The quorum for any general meeting shall be a representation at the meeting of one quarter of the membership present and, for meetings of the executive committee, four members. If within, 20 minutes of the time fixed for any meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week (and if that day is a public holiday then the next succeeding working day) at the same time and place. At such adjourned meeting, of which written notice shall be given, the members present shall form a quorum. 7.9. At every general meeting the minutes of the last preceding general meeting shall be read by the secretary and signed by the presiding officer-bearer after confirmation. Minutes of meetings of executive committee shall be similarly dealt with by that body. 7.10. The proceedings of any meeting shall not be invalidated by reason of the non-receipt by any member of the notice of such meeting. 7.11. A general meeting may decide to zone the Association's area of jurisdiction into caucus areas so as to permit the members, whose establishments are situated in any such areas, to arrange of their own accord informal meetings to obtain each other's views on matters which concern the Association, for each member's guidance as to what action might be taken by such member when participating in any decision of the Association on such matters. No executive function shall be exercised by any such caucus meeting of members, nor shall meeting have authority to collect or disburse funds. 8. Executive Committee 8.1. The management of the affairs of the Association between general meetings shall be vested in an executive committee consisting of the chairperson, the vice-chairperson and then a maximum of 8 other members to total 10 Committee Members, who shall be elected at the annual general meeting of the Association and shall hold office for one year. They shall be eligible for re-election on termination of the period of office. Executive Committee may co-opt, during their period of office, other members up to the maximum if the maximum is not elected at the AGM. Each such member must be endorsed by the existing Executive Committee. Should endeavor to include a regional representative. The annual general meeting shall first elect the chairperson of the Association for the ensuing year and then the vicechairperson. Only one vote per centre will be accepted when voting for the Executive Committee. 8.2. Vacancies occurring on the executive committee shall be filled at the first ensuing general meeting. A member appointed to fill a vacancy shall hold office for the unexpired term of office to which he or she has been elected. 8.3. Nominations for membership of the executive committee shall, subject to the provisions of 8.2, be lodged in writing with the secretary at least 7 days before the date of the annual general meeting. Further opportunity will be given at the Association's AGM for additional proposed, seconded and accepted nominations to be put forward. 8.4. A member of the executive committee shall ipso facto vacate his or her seat in any one of the following circumstances: 8.4.1. on resignation from membership of the Association; 8.4.2. on suspension or expulsion from membership of the Association 8.4.3. on absenting him or herself without permission of the executive committee from three consecutive general meetings or meetings of the executive committee; 8.4.4. upon ceasing to practice in the Cambridge education system; 8.4.5. on ceasing to be in good standing; and 8.4.6. On resigning by giving one month's written notice to the secretary. 8.5 The executive committee shall, subject to the general direction and control of general meetings and the provisions of this Constitution, have power: 8.5.1. to engage and dismiss officials of the Association, to fix their remuneration and to define their duties; 8.5.2. to appoint from time to time such sub-committees as it may deem fit for the purpose of investigating and reporting on any matter referred to them by the executive committee. 9. Chairperson 9.1 Chairperson 9.1.1. preside at all meetings at which he or she is present; 9.1.2. enforce observance of the Constitution of the Association; 9.1.3. sign minutes of meetings after confirmation; 9.1.4. endorse all accounts for payment after approval by the executive committee; 9.1.5. sign all cheques on the banking account of the Association; and 9.1.6. generally exercise supervision over the affairs of the Association and perform such other duties as the usage and custom pertain to the office. He or she shall not have a deliberate vote, but shall, in the event of equality of voting, have a casting vote. 9.2 Vice-chairperson The vice-chairperson shall exercise the powers and perform the duties of the chairperson in the absence of the latter. 9.3 Secretary The secretary shall be nominated by the executive committee and shall: 9.3.1. keep such records, books and accounts as may be prescribed by the executive committee; 9.3.2. receive requisitions for meetings, issue notices of meetings, conduct all correspondence of the Association, keeping originals of letters received and copies of those despatched and at each meeting of the executive committee read the correspondence which has taken place since the previous meeting; 9.3.3. attend all meetings and record minutes of the proceedings; 9.3.4. keep a register of members and record therein every members address, date of enrolment, entrance fee paid and, in respect of every year, the subscription paid by such member, and, in the event of resignation or expulsion of a member, a date thereof; 9.3.5. collect subscriptions; 9.3.6. issue official receipts for all monies received; 9.3.7. bank all monies within three days of receipt; 9.3.8. submit reports in regard to the financial position of the Association to the executive committee not less than once every three months; 9.3.9. Prepare the financial statements referred to in 10.8 of the Constitution. 9.3.10.Perform such other duties as the executive committee or a general meeting may direct. The secretary may resign on giving one months notice in writing to the executive committee and may be discharged by the executive committee on a similar notice being given, provided that he or she may be summarily discharged for serious neglect of duty or misconduct. 9.4 Treasurer The executive committee may nominate a treasurer to undertake such of the duties scheduled to be performed by the secretary as normally are undertaken by a treasurer, or as may be allocated by the executive committee. The terms of employment of the secretary shall apply mutatis mutandis to the treasurer. 9.5 Auditor The auditor shall be appointed annually at the annual general meeting and shall perform the usual duties of an auditor and such additional duties as may be required under the Constitution. 9.6 Acting Chairperson In the event of both the chairperson and the vice-chairperson being unable, either temporarily or permanently, to perform their duties, the executive committee shall nominate a member of the Association to act as chairperson. Such appointment shall, unless it is of a temporary nature, be subject to confirmation or otherwise at the first ensuing general meeting. 10. Finance 10.1.1 All amounts due to and collected on behalf of the Association shall be paid to the secretary and/or treasurer, who shall deposit them in such bank as may de decided upon by the executive committee. 10.1.2 The funds of the Association shall be applied to the payment of expenses, the acquisition and disposal of property and the objects specified in clause 2 or for such other purposes as may be decided upon the members voting by ballot. 10.2 Finance Secretary 10.2.1 make the financial statements and the auditors report available to the members for inspection 10.2.2 submit the financial statements and the auditor's report to a general meeting of the members of the Association for approval. 10.2.3 A member, who resigns or is expelled from the membership, shall have no claim on the funds of the Association. 11. 11.1. Discipline Members 184.108.40.206. A member may be suspended or expelled as may be determined by the executive Committee: 220.127.116.11. if it fails, within 14 days of demand in writing by the secretary, to pay subscriptions which are more than three months in arrear; 18.104.22.168. if it infringes any of the terms of this Constitution or acts in a manner which is detrimental to the interests of the Association or its members; provided that there shall be a right of appeal against suspension or expulsion to the first ensuing general meeting. Notice of any such appeal shall be given to the secretary in writing within 14 days of the date on which the decision of the executive committee was communicated to the person concerned. 11.1.2 No member may be suspended, or expelled unless it has been afforded an opportunity to state its case personally at a meeting of the executive committee, of which it has received not less than 14 days notice in writing from the secretary. The matter with which the member is charged shall be set out in such notice. 11.1.3 A member who has appeared before the executive committee in accordance with 11.1.2 if it is dissatisfied with the decision of the executive committee and has lodged an appeal in the manner herein provided, shall have the right to re-state its case personally to the general meeting which it considers the matter. 11.1.4 A member shall be entitled to call witness in support of its case, when attending a meeting of the executive committee or a general meeting in terms of 11.1.1 or 11.1.2 of this clause, as the case may be. 11.1.5 Any decision taken by the executive committee in terms of this clause shall, when an appeal has been lodged, be subject to ratification or otherwise by a general meeting. 11.1.6 Upon expulsion of a member, all monies due to the Association by such member shall become payable. If payment thereof is not made within 30 days, the executive committee may take such steps, as it deems necessary to secure a settlement. 11.1.7 A member shall cease to be entitled to any of the benefits of membership, including the right to vote, and shall be deemed to be out of good standing: 22.214.171.124 if the subscription or other charges due by it to the Association are more than three months in arrear;and 126.96.36.199 the member has been suspended in terms of this Constitution. 11.1.8 In the event of the subscriptions or other charges due to the Association by a member being more that three months in arrear, it shall continue to be subject to the disabilities imposed by 11.1.7 until all arrears have been paid. 11.2 Office bearers 11.2.1 When a member is of the opinion that any office-bearer is not performing his/her duties satisfactorily, the member will be entitled to put a vote in general meeting a motion for the removal from the office of the office-bearer, provided that at the written request of not less than one-third of the members, a ballot shall be taken to determine whether or not the office-bearer shall be removed from the office. 11.2.2 If an office-bearer is removed from office, he or she may appeal to the first ensuing general meeting. Notice of any such appeal shall be given to the secretary in writing within 14 days of the date on which the office-bearer was removed from office. 11.2.3 The provisions of 11.2.1 shall apply mutatis mutandis to a motion, put to the vote, in favour of reinstatement of an office-bearer who has been removed from office. 11.3 Officials 11.3.1 if the secretary is discharged by the executive committee, he/she may appeal to the first ensuing general meeting. Notice of any such appeal shall be given to the chairperson in writing within 14 days of the date on which the secretary was discharged 11.3.2 the secretary may remove officials from office on the following grounds: 188.8.131.52 misconduct; 184.108.40.206 incapacity; or 220.127.116.11 the operational requirements of the Association. 11.3.3 Officials who are removed from office on these grounds may appeal to the first ensuing meeting of the executive committee. 12. Resignation A member may resign by giving one month's notice in writing to the secretary, provided that no resignation shall take effect until all monies due to the Association by the member concerned have been paid. 13. Winding-up 13.1 The Association shall be wound up if at a ballot conducted in the manner prescribed in the Constitution not less than three-fourths of the total number of members of the Association vote in favour of a resolution that the association be wound up. 13.2 If a resolution for the winding-up of the Associatio0n has been passed or if for any reason the Association is unable to continue to function the following provisions shall apply: 13.2.1 The liquidator appointed by the labour court shall call upon the last appointed officebearer of the Association to deliver to him/her the Association's books of accounts showing, the assets and liabilities together with the register of members showing, for the 12 months prior to the date on which the resolution for winding-up was passed or to the date as from which the Association was unable to continue to function, as the case may be (hereinafter referred to as the date of dissolution), the membership fees paid by each member and his/her address as the said date. 13.2.2 The liquidator shall also call upon the said office-bearers to hand over to him/her all unexpected funds of the Association's assets and the documents necessary in order to liquidate the assets. 13.3 The liquidator shall take the necessary steps to liquidate the debts of the Association from the unexpected funds and any other monies realised from the assets of the Association, and if the said funds and monies are insufficient pay all creditors after the liquidator's fees and expenses of winding-up have been met, the order in which creditors shall be paid shall be the same as that prescribed in any law for the time being in force relating to the distribution of the assets of an insolvent estate, and the liquidation's fees and the expenses of winding-up shall rank in order as though the expenses were the costs of sequestration of an insolvent estate. 13.4 After the payment of all debts in the accordance with 13.3 the remaining funds, if any, shall be distributed among the remaining members of the Association on the basis of membership fees actually paid during the 12 months prior to the date of dissolution. 13.5 After the payment of all the liabilities any assets that cannot be disposed of in accordance with the provisions of this clause shall be realised by the liquidator and the proceeds paid to the Commission for Conciliation, Mediation and Arbitration in accordance with section 103(5) of the Act. 13.6 The liability of members shall for the purposes of this clause be limited to the amount of subscriptions due by them to the Association in terms of this Constitution as at the date of dissolution. 14. Amendments 14.1 Any of the provisions of this constitution may be repealed, amended or added to in any manner by resolution of a general meeting of the Association, provided that at least 14 days' notice of any proposed alteration shall have been given to members. If within that period one quarter of the members demand in writing that a ballot shall be taken. If a majority of the members of the Association in good standing in the resultant ballot vote in favour of the proposal, the amendments shall, subject to the approval of the Registrar, become effective. 14.2 No amendments or additions shall have any force or effect until certified in terms of section 101(3) of the Act. 15. Confidentiality The members, office-bearers, officials, members of the executive committee and the representatives of the Association shall keep secret the confidential information of the Association to which they become privy and shall not disclose it unless authorised in writing by the Association or in compliance with any law. 16. Indemnity The members, office-bearers, officials, members of the executive committee and representatives of the Association shall be indemnified by the Association out of its funds against any liability they incur in consequence of their acts or omissions preformed in good faith in the discharge of their duties as such. 17. General Whenever it appears that through inadvertence, negligence or due to any other cause, any of the terms of this Constitution have not been observed by the members, office-bearers, officials or representatives of the Association, and, as a result of such non-observance, the Association is unable to function constitutionally in any respect, either wholly or partly, by reason of: 17.1 the non-existence of its executive committee through lapse of time and the failure to elect the successor to the said executive committee as required by this constitution; 17.2 any vacancy in any office which the Association is unable at any time to fill, by reason of the requirements of this constitution; or 17.3 any other set of circumstances arising by reason of such non-observance any office-bearer, official, member or representative of the Association may if he or she is satisfied that the Association, but for such non-observance, would be capable of functioning and that the majority of members thereof are desirous that it should continue to function, issue such directions as to the procedure to be observed in order to enable the Association to function, as he or she may deem desirable, provided that, in so doing he or she shall advise a procedure which shall as nearly as possible, having regard to the circumstances, conform to the provisions of this constitution and provided, further, that any action taken in terms hereof shall not prejudice any claim of a creditor of the Association.