Association Constitution

1. Name

The name of the Association shall be the Virtiply Guardians Membership (hereinafter referred to as "the Association") with the office address: Second Floor, S8, Corner de Beers Avenue and Broadway Boulevard, R44, Somerset West, 7130.

2. Legal Status

(2.1) The Association is and shall continue to be a distinct and separate legal entity and body corporate, with the power to acquire, to hold and to alienate property of every description whatsoever, and with the capacity to acquire rights and obligations and having perpetual succession.

(2.2) All actions or suits, proceedings at law or any arbitration shall be brought by or against the Association in the name of the Association and the committee may authorise any person or persons to act on behalf of the Association and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.

3. A Non-Profit Association

(3.1) The Association is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Association or its individual members.

(3.2) The income, funding and assets of the Association shall be applied solely to fulfil the objectives of the Association and to defray costs in meeting these objectives.

(3.3) No part of the income or assets of the Association shall be paid, directly or indirectly, by way of dividend or donation, to any member other than by way of the benefits to which a member is entitled or to administration or other costs.

4. Rights of Members

(4.1) Membership of the Association in any of the classes of membership does not and shall not give any member of any class a right to any of the moneys, property or assets of the Association but only confers upon such members the benefits and privilege of membership subject to such charges and reasonable restrictions as the committee may from time to time impose.

(4.2) A member whose application for membership has been accepted shall be bound by the constitution, rules and by-laws of the Association, and any section thereof, which are then in force, or which subsequently may be altered or amended and in force at any future time.

5. Liability of Members

The liability of members is limited to the amount of unpaid subscriptions or other monies owing by them to the Association.

6. Objectives

To source and negotiate products, benefits and services to the benefit of the members;
To offer services, products and benefits to the different classes / categories of membership;
To work with all relevant role players to uplift members, financial and otherwise;
To work with all relevant role players to assist members to improve their lives;
To assist members where possible in time of need and where funds are available.

7. Powers of the Association

Subject to the provisions in this Constitution, the Association shall have all such powers as are necessary for the proper attainment of its objects, and in particular shall have the following express powers:

To collect subscriptions, fees, grants, sponsorships and donations;
To apply for grants, sponsorships, donations and any type of funding or fundraising projects;
To acquire any movable or immovable property in the name of the Association;
To institute, conduct, defend, compound or abandon any legal proceedings;
To open bank accounts in the name of the Association and to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments;
To invest and deal with any moneys of the Association not immediately required;
To secure the fulfilment of any contracts or engagements entered into by the Association;
To establish, promote or assist in establishing or promoting and to subscribe to or become a member of any Association or society whose objects are similar;
To support and subscribe to any institution or society for the benefit of the Association or its employees;
To borrow or raise and give security for money; to enter into leases and any other forms of contract; the Executive Committee shall have the right to outsource any management and administration services.

8. Members

There shall be the following classes of members of the Association:

Founder members
Executive members
Ordinary members

The Membership Committee shall have the power to introduce other classes of members and to determine from time to time what benefits each class of member will receive and also to determine the initial and monthly membership fee for each class of membership if applicable.

9. Qualification for Membership

Any person who has attained the age of 18 years shall be eligible for membership as an ordinary member subject to such conditions as the committee may impose. Founder members shall be the first Executive members: Ruan Malan, Jozef Wolhuter Joubert, and Deon Zeelie.

10. Election of Members

A Membership Committee reporting to the Executive Member Committee will be formed and will have the power and the right to manage and administer all issues regarding the membership of the Association. Candidates for membership shall be elected by a majority vote of the Membership Committee or a subcommittee appointed by it.

11. The Committee

The Executive Committee shall consist of the founder members who shall be ex officio members of the committee. There is no limit to the additional persons whom the committee may nominate and appoint to any of the committees, including the Executive Committee or to different subsidiary committees. The Executive Committee will have the power to appoint additional members to all different committees and to determine their voting rights.

12. Control

All funds, property and assets of the Association are subject to the control of the Executive Committee, which may on a majority vote at any meeting at which a quorum is present, issue instructions to the Secretary or appointed person, who shall be binding on him upon being duly minute and signed by the Chairman of the committee.

13. Management of the Affairs of the Association

The management and control of the affairs of the Association shall vest in the Executive Committee, which shall have full power and authority to do any act, matter, or thing which could or might be done by the Association.

In addition, the committee shall have the power to: appoint agents, officers, managers, clerks and servants; execute contracts in the name of the Association; refer claims to arbitration; make and give receipts and releases; appoint persons to sign negotiable instruments; make, vary and repeal by-laws; delegate to subcommittees; establish sections and branches; fix remuneration of auditors; and outsource management and other services.

14. Meetings of the Committee

The Committee shall meet at least four times in each year. At least two weeks' notice shall be given of all meetings unless all members agree to accept shorter notice. Meetings may be in person or virtually on-line. The quorum for a meeting shall be 3 members present. Each person entitled to be present and to vote shall have one vote and the Chairman shall not have a casting vote. Voting by proxy shall be permitted.

15. Annual General Meetings

The annual general meeting shall be held at such time and place as the Executive Committee may determine but as soon as possible after the first day of May in each year. Notice of at least 2 weeks shall be given to each member at their registered address.

16. Proceedings at Annual General Meeting

The Committee shall present an audited balance sheet and income statement. Ordinary business shall include: confirming the minutes of the previous annual general meeting; receiving, explaining and discussing the Committee report and financial statements; accepting and approving the financial statements; and electing and appointing Executive members for the next year.

17. Audit

The Association's auditors will prepare duly audited accounts for each financial year ending the last day of February. The Association's auditors are to be appointed on or before the 1 June and they will hold office subject to annual re-appointment by the committee.

18. Chairman at General Meetings

The chair at all general or special general meetings shall be taken by the Chairman of the Association or, in his absence, by the Vice-Chairman. Should both be absent, the members present shall elect a Chairman from among the other members of the committee present, or failing their presence, from among those members present.

19. Adjournment of General Meetings

The Chairman of any general meeting may, with the consent of the meeting decided by majority vote, adjourn the meeting from place to place and from time to time, but no business shall be transacted at any adjourned meeting other than that business left unfinished at the meeting from which the adjournment took place.

20. Minutes

The Secretary shall keep minutes of all proceedings of the Committee and such minutes are to be signed and certified correct by the Chairman. Any such minutes, or any extract therefrom, signed by the Chairman of the Committee, shall be received as prima facie evidence of the matters therein stated.

21. Amendments to Constitution

The Constitution of the Association, or any part thereof, shall not be repealed or amended save for a resolution adopted by a majority of two thirds of the Executive Members present at an executive meeting. Fourteen days' notice of the intention to propose and move a resolution shall be given to the Secretary, who shall forthwith notify the Committee and send a copy to each Executive Member.

22. Removal from Office

Any complaint made against a paid official of the Association shall be investigated by the appropriated committee, which may terminate the contract of employment of the official concerned if it deems it expedient. Any complaint made against an Executive member shall be investigated by a sub-committee appointed by the Committee.

23. Custody of Securities

The custody of securities, books, papers and other effects of the Association shall be the responsibility of the Secretary, who shall keep the same safe at the Association's principal place of business.

24. Interpretation

Save where the context otherwise requires, singular words shall be deemed to import the plural and vice versa and the masculine gender shall be deemed to include the feminine and neuter genders and vice versa. In case of bona fide doubt or dispute, the Committee which rules thereon shall be the arbiter and its decision shall be binding upon the members.

25. Register of Members

All members shall communicate their addresses from time to time to the Secretary who shall keep a register of the names of members and of their addresses.

26. General

A copy of the rules and by-laws shall be available for the inspection of the members upon application to the Secretary. A special notice to a member shall be properly delivered by sending it to the member's registered address or by using any electronic medium available to the Association, including e-mails and text to cellular devices.

27. Indemnity

Every member, officer or servant of the Association shall be indemnified by the Association against all costs, losses and expenses which he may incur or become liable for by reason of any act or thing done by him in the discharge of his duties, unless the loss is caused by his own gross negligence, dishonesty or breach of trust.

28. Winding-Up

The Association may be dissolved by a resolution passed at a special meeting of the Committee called for that purpose, provided that such resolution is passed by a majority of 75% of the members present and entitled to vote. In the event of such resolution being passed, the meeting shall have power to pass resolutions for the appointment of a liquidator and the disposal of the surplus funds and assets of the Association.

Virtiply — The Association Constitution 2026