CONSTITUTION OF THE AIRCRAFT OWNERS' AND PILOTS'
ASSOCIATION OF SOUTH AFRICA
1. THE ASSOCIATION
1.1
The name of the Association is:
"AIRCRAFT OWNERS' AND PILOTS' ASSOCIATION OF
SOUTH AFRICA"
“VLIEGTUIGEIENAARS EN VLIEëNIERSVERENIGING VAN
SUID-AFRIKA”
Hereafter referred to as the Association.
1.2
The Administrative Offices of the Association shall be in Pretoria, the
Republic of South Africa.
1.3
The Association consists of Members enrolled and admitted in terms
of this Constitution.
1.4
The Association is managed by the Council in office.
2. OBJECTIVES
2.1
To promote the interests of its Members with respect to all aspects of
flying.
2.2
To link Pilots and Aircraft Owners together in order to promote cooperation and discussion.
2.3
To represent and promote the interests, rights, powers and privileges
of its Members.
2.4
To encourage the implementation and expansion of facilities, services
and procedures in order to promote flight safety and aviation
efficiency.
2.5
To further the art, science, industry, economy, safety and popularity of
flying.
2.6
To promote international aviation.
3. PROPERTY AND ASSETS
3.1
The income and property of the Association, irrespective of source,
may only be used to promote the objectives of the Association as laid
down in this Constitution and no part thereof may be paid out or
transferred, directly or indirectly, to Members of the Association
either by way of dividends, bonus or any other form of profit.
3.2
No Councilor may be appointed to any office of the Association for
which a salary or other monies are payable and no remuneration or
other benefit in terms of money or money value may be paid to such a
Councilor except as reimbursement of actual cash expenditure, rental
for office space, equipment or interest (normal bank rates) on loans.
A reasonable and just compensation may be paid to any official or
staff member of the Association or Member who is not a Councilor for
actual services rendered or the rental of accommodation or equipment
or for interest (normal rates) on loans to the Association.
3.3
The liability of Members is limited to the payment of membership fees
which are payable in terms of this Constitution.
3.4
If upon dissolution of the Association, or should its activities be
suspended for any reason whatsoever, any property or assets
remaining after all debts and responsibilities have been met, must be
handed to some other institution or institutions which have objectives
similar to this Association. Such institution or institutions must be
appointed by Members of the Association during or before the time of
dissolution. If effect cannot be given to this provision, the remaining
property and assets must be handed to charity.
3.5
All assets, liabilities, income and expenses must be correctly
accounted for in properly kept books.
4. MEMBERSHIP
4.1
Members
4.1.1
Any person who has at least flown solo in an aircraft or is the owner
of one or more aircraft.
4.1.2
Corporate bodies or clubs where the ownership or trade with or use of
aircraft forms an integral part of its corporate activities.
4.1.3
Businesses where the ownership of or the use or trade with an aircraft
forms an integral part of its corporate activities.
4.2
Associate Members
4.2.1
Individuals, Corporate bodies. clubs or businesses interested in
aviation, the aircraft industry or allied fields, but who do not meet the
requirements mentioned under 4.1.
4.2.2
The Council may offer Associate Membership to an individual,
corporate body, club or business without any formal application
having been made.
4.3
Honorary Members
4.3.1
The Council may elect to Honorary Members, individuals, not
necessarily a Member of the Association, who have through continued
effort rendered distinguished service to the Association or aviation to
such an extent that special recognition is warranted.
4.3.2
A person who, at the time of his election as a Honorary Member, is a
Member or Associate shall retain the rights, privileges and obligations
attaching to his former grade of membership save in the matter of
membership subscription.
5. APPLICATION FOR MEMBERSHIP
Application must be made on the official application form as approved
by the Council. Application in the form of a letter will be consider if it
contains all the necessary particulars. Every applicant will be notified
in writing as to the outcome of or his application.
6. TERMINATION OF MEMBERSHIP
6.1
Any Member or Associate Member wishing to resign, shall give
notice in writing of such intention so that the Secretary receives it at
the Registered Offices of the Association before the last day of the
Association's financial year.
6.2
Should the notice of resignation be received late, the Member or
Associate shall be liable to pay the subscription for the next year,
provided that the Council in its discretion, may release any Member
from this obligation.
6.3
Any Member or Associate Member whose annual subscription
remains unpaid for a period exceeding three calendar months, shall
cease to be a Member of the Association, provided it is confirmed by a
majority decision of the Council. Such a Member may, however, be
reinstated on payment of the arrear fees or on terms decided on by the
Council.
6.4
Should the Council find any Member guilty of a misconduct
mentioned in Article 12.7 of the Constitution, the Council may
caution, suspend or expel such Member from the Association. A
Member expelled under this article, shall forfeit all rights and
privileges of membership until he/she is reinstated.
7. ELECTION AND TRANSFER OF MEMBERS AND APPLICANTS
7.1
The Council shall consider written applications. Associate Members,
who qualify, may apply for full membership or the Council may offer
full membership to a person who, according to the Council, qualifies
for such membership.
7.2
Any two Councilors may nominate a person as Honorary Member.
The votes of at least four-fifths of the Councilors present are necessary
to accept such a person as Honourary Member.
8. SPONSORS
8.1
The Council may accept donations to the Association.
9. MEMBERSHIP FEES
9.1
Membership fees for the following categories shall be as determined
from time to time by the Council:
9.1.1
Members
9.1.2
Associate Members
9.1.3
Clubs or Corporate bodies
9.1.4
Businesses
9.2
Membership fees are determined for the financial year and are thus
due annually on the 1st July.
9.3
New applicants accepted as Members after July, shall be liable for fees
as follows:
Accepted before 1 November - full membership fee
1 November to 30 June
- pro rata
9.4
In the event of one or more dependents of a Member or Associate
Member being Members of the Association. such Members shall be
entitled to a discount determined from time to time by the Council.
10.
LOGO OF THE ASSOCIATION
10.1
The logo of the Association is as it appears on the letterhead of the
Association.
11.
THE COUNCIL
11.1
The Council of the Association is elected annually and consists of ten
Members plus the Chairmen elected by the Branches.
11.2
The Council may choose to co-opt up to five additional members, who
shall have no voting power.
11.3
The management and control of the affairs of the Association shall be
vested in the Council.
11.4
During the first meeting of the Council an Executive Management
shall be chosen. The Executive Management shall comprise:
The President as Chief Executive Member
One Vice-President
Secretary
Treasurer
11.5
A Branch Chairman who for whatever reason cannot attend a meeting
of the Council, is entitled to convey his proxy to any Member of his
Branch or to any Member of the Council. The Chairman of the
Council meeting shall be entitled to demand proof of such proxy
having been given.
11.6
A Branch Chairman who for whatever reason cannot attend a Council
meeting and who fails to arrange a proxy, shall have his proxy vested
by default in the Chairman of the meeting.
12.
ELECTION OF COUNCILLORS
12.1
Councilors are elected annually by Members of the Association for a
term of one year. Councilors may be re-elected. The term of service
coincides with the financial year. The President and the VidePresident of the previous year ex-officio remain Councilors for the
new year.
12.2
The Secretary will send out nomination letters annually to all
Members at least six weeks before the expiry of the term of office of
the Council. Any Member may nominate up to nine Members. The
nominee must sign the form to confirm that he or she is available.
12.3
Should more than eight nominations be received, the Secretary shall
arrange for election by secret ballot by sending ballot papers to all
Members. The eight Members receiving the highest number of votes
together with the retiring President and Vice-President will form the
new Council.
12.4
Should less than five Members be nominated, they, together with the
retiring President and Vice-President shall form the Council with the
ability to nominate further Members to fill the vacancies.
12.5
The election of Councilors may also take place during a General
Meeting or a Special Meeting specially called for this purpose.
12.6
Vacancies which occur on the Council during term of service, may be
filled by a majority vote of the remaining Council. Each Councilor so
elected shall hold office for the remainder of the term. The Council
may decide to call a Special Meeting of Members to elect Members to
fill the vacancies on the Council or it may call for written nominations
followed by the normal secret postal vote where necessary.
12.7
All Councilors must be Members whose subscriptions have been fully
paid up and who are not under suspension. Members who have been
convicted of any crime, shall not be eligible for the Council.
13.
RETIREMENT FROM THE COUNCIL
13.1
Members are chosen for a term of one year and retire automatically at
the end of their term. Members may be re-elected. The President and
Vice-President, however, remain ex-officio members of the new
Council.
13.2
Sitting Councilors who have failed to attend three successive Council
meetings without apology, may be expelled from the Council by a
majority decision of the Council.
13.3
A Councilor may resign by giving written notice to the Secretary or
the President.
13.4
A Councilor loses his office if he resigns from the Association.
14.
FUNCTIONS AND MEETINGS OF THE COUNCIL
14.1
The President may call meetings of the Executive Council whenever
he deems it necessary with the understanding that the Council should
hold at least two full meetings during its term of office.
14.2
The President shall preside at all meetings and shall act as Chairman.
Fifty percent of the number of Councilors forms a quorum.
14.3
The President shall have one normal vote and one casting vote. The
casting vote may only be used by the President when an equal number
of votes are counted for and against a motion after his normal vole has
been recorded.
14.4
The Vice-President shall, in the absence or disability of the President,
act as Chairman.
14.5
In the absence of both the President and the Vice-President, the
Council shall choose someone from the Councilors to act as
Chairman.
14.6
The Council must manage the affairs and business of the Association
in accordance with this Constitution.
14.7
The Council has the power to hire staff or make use of services and to
hire or acquire accommodation, furniture and equipment necessary to
carry out the daily administration of the Association In accordance
with the Constitution.
14.8
The Council may appoint Committees as it may deem necessary to
assist it, provided, however, that it may not delegate its own authority
to such a Committee.
14.9
The Council may appoint representatives to act for the Association for
purposes and with powers as decided by the Council.
14.10 The Council may appoint Committees as it deem necessary from time
to time to arrange matters concerning the Association, provided there
is no contradiction between the Regulations and this Constitution. Any
Regulation maybe repealed or altered from time to time.
14.11 No salary or any moneyed advantage shall be paid to Councilors.
14.12 Money, money orders and negotiable documents belonging to the
Association must be deposited in the Association's account with the
Association's bankers. Cheques to be drawn on the Association’s
account must, unless otherwise decided by the Council, be signed by
the President and the Treasurer. The account of the Association must
be kept at a bank or banks to be dictated by the Council from time to
time.
14.13 The Council must ensure that proper minutes are kept.
15.
BRANCHES
15.1
The Council has the power to approve and to dissolve Branches.
15.2
The affairs of a Branch shall be managed by a Branch Committee
which shall of at least:
a. A Chairman
b. A Secretary /Treasurer
The Branch Chairman shall be an ex-officio Member of the Council of
the Association.
15.3
The Branch Committee shall be elected at an Annual Branch General
Meeting. If possible and for the purpose of continuity, the retiring
Branch Chairman shall remain on the Branch Committee for the
following year, although not necessarily in the same capacity.
15.4
Branch Committees will report to Council meetings on all affairs
relevant to the Branch. Copies of all correspondence and minutes of
Branch meetings shall be forwarded to the Secretary of the Council
without delay.
15.5
Branches may not take decisions on behalf of the Association.
16.
GENERAL MEETINGS
16.1
An Annual General Meeting must be held once per calendar year
within six months after the financial year has ended. A maximum
period of fifteen, months is acceptable between two Annual General
Meetings. The Annual General Meeting is to be held at the place and
time as determined by the Council from time to time. All other
General Meetings are referred to as Special General Meetings.
16.2
The Council may at any time in its discretion arrange a Special
General Meeting.
16.3
The Council must arrange a Special General Meeting if so requested
in a letter signed by at least ten Members in which the purpose of the
proposed meeting Is fully explained and which Is handed In at the
offices of the Association. Such a request may consist of several
similar documents each signed by one or more Members.
16.4
The Council must send out notices to convene a Special General
Meeting in terms of the request within six week~ of receipt of the
request. If this is not done, then the applicants may convene a Special
General Meeting within 90 days from serving the request on the
Council. This Meeting must be convened in the same way as an
ordinary Annual General Meeting and decisions taken on such
Meetings will be binding on the Association.
16.5
At least 21 day’s notice of every General Meeting must be given to all
Members, giving the place, date and time of the meeting. The nature
of any special matters to be discussed, must also be given in the
notice. These notices will be posted to postal addresses given in the
Member's register. Such notices may be included in Newsletters or
other publications of the Association being circulated.
17.
PROCEEDINGS AT GENERAL MEETINGS
17.1
At an Annual General Meeting all business shall be deemed special
with exception of the consideration of the accounts and the ordinary
reports of the President, of the Auditors, the appointment of the
Auditors and their remuneration and the election of new Council
Members.
17.2
Any Member entitled to vote may submit any resolution to any
General Meeting. Such a motion must be served in writing upon the
Association at least 21 days before the meeting.
17.3
No business shall be transacted at any Annual or Special General
Meeting unless a quorum is present. For all purposes the quorum shall
be six Members personally present.
17.4
If within half an hour from the time appointed for the holding of a
Special General Meeting a quorum is not present, the Meeting shall be
disbanded. In case of an Annual General Meeting the Chairman shall
adjourn the Meeting to such a time and place as appointed by him and
due notices shall be sent out to that effect. If at such adjourned
meeting a quorum is not present within half an hour from the time
appointed for holding the meeting, the Members present shall be a
quorum.
17.5
The Chairman of the Meeting, with the consent of any Meeting at
which a quorum is present, may adjourn a Meeting from time to time
and from place to place, as the Meeting shall determine. Whenever a
Meeting is adjourned for more than twenty one days, notice of the
adjourned Meeting shall be given in the same manner as of an original
Meeting. Save as aforesaid, the Members shall not be entitled to any
notice of adjournment, or of the business to be transacted at an
adjourned Meeting. No business shall be transacted at any adjourned
Meeting other than the business which might have been transacted at
the Meeting from which the adjournment took place.
17.6
The President shall preside at every General Meeting, but in his
absence the Vice-President shall preside. If there is no President or
Vice-President, or if at any meeting he is not present within fifteen
minutes after the time appointed for holding the same, or is unwilling
to preside, the Members present shall choose some Member of the
Council, or if no Council Member is present or if all the Members of
the Council present, decline to take the chair, they shall choose some
Member of the Association present to preside.
17.7
At all General Meetings a resolution put to the vote of the Meeting,
shall be decided on a show of hands by a majority of the Members
present in person and entitled to vote, unless before or upon the
declaration of the result of the show of hands a written poll be so
demanded by the Chairman or by at least three Members present in
person and entitled to vote. Unless a poll be so demanded, a
declaration by the Chairman of the meeting that a resolution has been
carried or has been carried by a particular majority, shall be conclusive
and an entry to that effect in the minute book of the Association shall
be conclusive evidence thereof without proof of the number or
proportion of the voles recorded in favour or against such resolution.
The demand for a poll may be withdrawn.
17.8
No poll shall be demanded on the election of a Chairman of a meeting
or on any question of adjournment.
17.9
If a poll be demanded in the matter aforesaid, it shall be taken at such
time and place and in such manner as the Chairman of the Meeting
shall direct and the result of the poll shall be deemed to be the
resolution of the Meeting at which the poll was demanded.
17.10 In the case of an equality of votes, whether on show of hands or at the
poll, the Chairman of the Meeting shall be entitled to a second or
casting vote.
17.11 The demand of a poll shall not prevent the continuance of a Meeting
for the transaction of any business other than the question on which a
poll has been demanded.
17 .12 The President will present a report by the Council covering the
position of the matters of the Association and aviation in general at the
Annual General Meeting.
18.
ACCOUNTS
18.1
The Council shall cause the Treasurer to keep such books of account
as are necessary to exhibit a true and fair view of the state of the
Association's affairs. The books of accounts as required by Clause 3.5,
shall be kept at the office of the Association or at such other place as
the Council thinks fit.
18.2
The Council shall cause to be prepared and to be laid before the
Association at each Annual General Meeting an income and
expenditure account and balance sheet as at the end of the previous
financial year.
18.3
The financial year shall be from 1 July to the 30 June of the following
year.
19.
AUDIT
19.1
Once at least in every year the accounts of the Association shall be
examined and the correctness of the annual financial statements shall
be ascertained by the Auditors.
19.2
The Auditors shall be appointed at an Annual General Meeting and
shall hold office until they resign or are removed at a General
Meeting. The remuneration of the Auditor shall be fixed by the
Association in a General Meeting or in such manner as the
Association in a General Meeting may determine.
19.3
The Auditors shall be supplied with copies of the annual financial
statements intended to be laid before the Annual General Meeting.
The Auditors shall make a report to the Members as to the correctness
of the balance sheet and income and expenditure account. The
Auditors shall at all reasonable times have access to the books and
accounts of the Association and they may in relation thereto examine
the Councilor other officers of the Association.
19.4
Every account of the Council, when audited and approved by an
Annual General Meeting, shall be deemed conclusively correct and
shall not be reopened, provided that, if any error is discovered therein
within three months after such approval, the accounts shall forthwith
be corrected and thenceforth shall be conclusive.
20.
AMENDMENTS TO THE CONSTITUTION
20.
I Proposals 10 alter or add 10 the Constitution may be initiated by the
Council or submitted in writing to the Secretary by not less than ten
Members and shall be considered at a Special General Meeting called
for that specific purpose in terms of Clause 16.2 and 16.3.
20.2
Such proposals, either in the original or in an amended form, if
approved by not less than a two-third majority of the Members present
and voting, shall be submitted to a postal vote.
20.3
Provided not less than two-thirds of the postal votes received, approve
of the proposal, the approved amendment shall be circulated to all
Members by post and shall become effective one week after the date
of posting.