THE OPEN AFRICA RICHTERSVELD ROUTE
VOLUNTARY ASSOCIATION
1. Name
A group of tourism stakeholders came together in January 2008 at a meeting in Eksteenfontein. A follow-up meeting was held on 21 April 2008, where it was decided by an elected forum of representatives to establish a Tourism Forum. The decision was taken to name this Forum the Open Africa Richtersveld Route, hereafter referred to as OARR.
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 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 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 organisation
Notwithstanding anything to the contrary herein contained:
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 and assets of the association shall be applied solely for investment and for the promotion of the objects for which it is established.
3.3 No part of the income or assets of the Association shall be paid, directly or indirectly, by way of dividend, donation or otherwise, to any person.
3.4 The association shall not be entitled to carry on any trading or other profit- making activities or participate in any business, profession or occupation carried on by any of its members or provide to any of its members financial assistance or any premises or continuous services or facilities for the purpose of carrying on any business, profession or occupation.
4. Rights of members
4.1 Membership of the association does not and shall not give any member a right to any of the moneys, property or assets of the association but only confers upon such members the privilege of membership subject to charges and reasonable restrictions as the committee may from time to time impose and subject to the by-laws in force for the time being.
4.2 A member whose application for membership has been accepted shall be bound by the constitution and rules of the association, which are in force, or which may be altered and amended and in force at any future time. No person shall be absolved from the effect and application of the constitution or rules, by reason that they have not received a copy thereof.
5. Liability of members
The liability of members is limited to the amount of unpaid subscriptions or other moneys owing by them to the association.
6. Area
6.1 OARR shall collect contributions and carry on business in the Northern Cape – South Africa
6.2 The Head Office of the OARR project shall be registered in the Port Nolloth Magisterial Area or any other area as deemed necessary from time to time.
7.Objectives
WHEREAS OARR’S PURPOSE IS
7.1 to promote all tourism products and activities in the Richtersveld area for the benefit of all
7.2 to support, and encourage, and transfer skills from experienced to emerging entrepreneurs
7.3 to collectively promote the interests of all members
7.4. to conserve and protect the cultural heritage of the Richtersveld’s people
7.5 set and maintain good standards which all OARR members need to upold
7.6 to promote the conservation and protection of the areas unique biodiversity
7.7. to generally give effect to any actions necessary of expedient to achieve the objectives of the association
7.8 to generally contribute to job creation in the Tourism Industry
8. Powers and duties of route forum
The powers and duties of the Route Forum shall be
8.1 To implement and generally give effect to the objectives, aims and decision pertaining to the management of the association.
8.2 To determine any business to be considered at the Annual General Meeting or any other general meeting.
8.3 To prepare an Annual General Report and Financial Statements of the affairs of the route for submission to the Annual General Meeting.
8.4 To engage and dismiss staff or consultants
8.5 To transact the business of the route
The Route Forum may in its sole discretion delegate any of the above powers and duties
9. Structure
The structure of OARR will comprise of
9.1 An elected Route Forum, which will continue to exist, notwithstanding any changes in terms of office bearers, consisting of the following:
Chairperson
Vice-chairperson
Secretary
Treasurer
Member without portfolio, acting as additional member to stand in for any of other management members if they cannot be present.
9.2 The Route Forum as the governing body shall be elected at an Annual General Meeting and serve for two years.
9.3 Any vacancy of the Route Forum may be filled by the remaining members co- opting such members, as may be necessary, which shall hold office until the next Annual General Meeting.
9.4 Separate from the elected management structure, there will be Representatives for every Town/Village in the Route (Lekkersing, Eksteenfontein, Sanddrift, Alexander Bay, Kuboes, Vioolsdrift, and Steinkopf). These persons will ensure communication to the deep rural towns of the Route. These representatives could be persons from the municipal offices who could be communicated with easily, and who has the means to put up notices on communal notice boards. This person can also be someone else with the capability and means to deal with this function, who has an interest in promoting the Tourism Industry, and is willing to assist with the task at hand.
10. Membership
Members wishing to join OARR must be
– Involved in the tourism industry in the Richtersveld;
– Provide a service (directly or indirectly) to the tourism industry
10.1 New members must apply to the Route Forum of OARR and will be accepted as an associate member at a membership meeting held by the Executive for a trial period of 6 months and be requested to show commitment an meet the standards of OARR, before being elected a full member of OARR.
10.2 The new associate member will be required to pay half of the annual subscription upon registration as an associate member and will be required to pay the balance of the annual subscription upon being elected as a full member when an if such a fee applies.
10.3 If the associate member is not given full membership of OARR for reasons give above – there will be no refund of the associate’s registration fee
11.Office bearers
11.1. A Chairperson
11.2. A Vice Chairperson whom in the absence of the Chairperson, unless otherwise determined in the meeting concerned be the Chairperson at any General Meeting or other meeting
11.3. A Treasurer who shall be responsible for the management of the route’s assets and membership fees and the implementation of the route’s decisions and policies in this regard and, who shall in the absence of the Chairperson and the Depute Chairperson preside as Chairperson at the General or Route Forum meetings, unless otherwise determined by the meeting concerned.
11.4. A Secretary who shall perform the normal functions of an organisational secretary and shall as such implement the route’s policies and decisions not otherwise provided for.
11.5. In addition there shall be a fifth member elected to the Route Forum to assist in the objectives of the OARR and who can, only if so designated by the office bearers above, act in an Executive capacity in the absence of an office bearer at a general meeting.
12. Convening of meetings
12.1. The Route Forum shall meet at least twice annually at such times and venues as it,or the Chairperson, failing whom, the Depute Chairperson, to determine.
12.2 The Management committee must hold at least two ordinary meetings each year.
12.3 The Chairperson, or two members of the Committee, can call a special meeting if they want to, but they must let the other management committee members know the date of the proposed meeting not less than 21 days before it is due to take place. They must also tell the other members of the committee which issues will be discussed at the meeting. If, however one of the matters to be discussed is to appoint a new management committee member, then those calling the meeting, must give the other committee members not less than 30 days notice.
12.4. The chairperson shall act as the chairperson of the management committee.
12.5 If the chairperson does not attend a meeting, then members of the committee who are present, choose which one of them will chair that meeting. This must be done before a meeting starts
12.6 There shall be a quorum whenever such a meeting is held
12.7 If the management committee thinks it is necessary, then it can decide to set up one or more sub-committees. It may decide to do this to get some work done quickly. It may want a sub-committee to do an inquiry, for example. There must be at least three people on a sub-committee. The sub-committee must report back to the management committee on its activities. It should do this regularly.
12.8 Minutes of all meetings must be kept safely and always be on hand for members to consult.
13. Proceedings of meetings
13.1. Unless otherwise specified or otherwise determined by the meeting concerned, all proceedings at meetings (including General Meetings, and Membership Meetings) shall be conducted with normal practices.
13.2. All motions shall be proposed and seconded.
13.3. Voting, unless a ballot is demanded either by a member or by sensitive circumstances, shall be a show of hands and a simple majority shall carry motions, and each member shall be entitled to one vote only on each motion.
13.4. Should there be an equality of votes the Chairperson shall have the casting vote.
13.5. Decisions of the forum shall be made by consensus wherever reasonably possible. If the Forum cannot reach consensus on a particular issue, it shall be reconsidered at the next meeting, unless it concerns a matter referred to in clause 10.7
13.6. If consensus is still not reached on a matter deferred from an earlier meeting in accordance with clause 10.5, a decision may be made by a two-thirds majority of the votes of the members present and voting either in person or by proxy.
13.7. If consensus cannot be reached on a matter and in the opinion of the Chairperson there are compelling reasons why it must be decided before the next meeting, the decision may be made by a two-thirds majority of the votes of the members present and voting either in person or by proxy.
14. Annual general meeting
The Annual General Meeting shall be held not later than three months after the end of the Route’s financial year which shall be July 01 – June 30th in each year, and shall be at such times and venue as the annual General Meeting or Chairperson, failing whom the Deputy Chairperson may determine.
15. Business to be transacted at annual meeting
Annual General Meetings shall consider, amongst other things, the following
15.1. The Annual Report and Financial Statements of the forum
15.2. the election of the Route Forum
15.3. The appointment of auditors or consultants and the fixing of their payment
15.4. All motions which may be properly proposed and other business, which may arise.
15.5. Nomination and election of new members, which Includes election of associate members and determination of full membership status
15.6. Determines remuneration for membership and arrangements for the collection thereof.
15.7. Determines conditions of membership
15.8. Attends to all motions which may be properly proposed regarding membership and any business or standards related to membership which may arise
16. Other meetings
16.1. Disciplinary Meetings
The Route Forum may call a disciplinary meeting in the following circumstances:
16.1.1. Should it be necessary to discipline any member who may be jeopardising the reputation of OARR in any manner or failing to upholding the standards of OARR
16.1.2. Should any Route Forum member not be upholding the duties of his/her position or the required activities of his/her office.
16.1.3. Set disciplinary procedures, policies and circumstances
17. Motions at meetings
Each member may propose motions by delivering written notice to the offices (or Secretary) of the route at least 14 days before the meeting, or, if there is short notice of such meeting, a lesser period as the Chairperson (failing whom the Depute chairperson) or the Chairperson of that particular meeting (if other than the Chairperson of OARR) may determine.
18. Quorum
A quorum at a Route Forum meeting, or general meeting shall be 2/3 of the Route Forum present either in person, or by proxy. The Forum being the management committee plus at least one representative of each town on the Route.
19. Standing and sub-committees
A General Meeting of the Route Forum may at any time appoint committees with such terms of reference as may be considered desirable.
20. Amendment of constitution
Any provision of this constitution may be amended by at least a 2/3 vote of the Route Forum provided 14 days notice has been given in writing of any such proposal.
21. Misconduct of members
A member of the association shall be guilty of misconduct should he/she in the opinion of the Committee:
21.1.1. commit any breach of the this constitution or the rules of the association
21.1.2. be guilty of any improper conduct
21.1.3. fail to make payment of any money due to the association after due notice
21.1.4. be guilty of conduct in any way offensive to members or to the committee
21.1.5. introduce into the association or any meeting any person whose presence therein shall be prejudicial to the interests and reputation of the Association as a whole
21.1.6. be guilty of behaving in a manner unbecoming a member of the association or prejudicial to the interests and reputation of the Association
21.2. The hearing and investigation of any complaint as to the conduct of a member and the procedure to be adopted in connection herewith, shall be the discretion of the committee. The member under investigation must be informed, by posting a registered letter to his registered address. Such a member must be afforded the opportunity to state his case, either in writing, or in such a manner as decided on by the Committee.
21.3. The committee, after the investigation, shall have the power to expel such a member, who shall be ineligible for re-election, or deprive such a member of any or all the rights, benefits and privileges of his membership during such a time or period as the committee may deem fit for.
21.4. Any member who has been expelled or called upon to resign or otherwise dealt with, shall have the right to appeal, in writing, against the decision of the committee. His appeal will be held at a special general meeting.
22. Interpretation
22.1. Where the context otherwise requires, singular words shall be deemed to import the plural, and vica verca, and the masculaine gender shall be deemed to include the feminine and vica verca.
22.2. In case of bona fida doubt as to the meaning and interpretation of any of the rules of the Association, or in connection with any other matter whatsoever, the committee for the time being which rules thereon shall be the arbiter and its decision shall be binding upon the members, subject to any resolution of a general meeting of the association thereon.
23. Members
Members shall from time to time communicate their adresses, and other contact detail if any changes occur, to the committee to update this information where relevant.
24. General
24.1 A Copy of the rules of the Association shall be available for inspection by members.
24.2 The Organisations financial transactions shall be conducted by means of a banking account, which is held at FNB, Port Nolloth.
24.3 The Organisations financial year, ends on the 31st of June
25. Indemnity
Every member officer or servant of the association shall be indemnified by the association against all losses, and expenses which he may occur or become liable for by reason of any act or thing done by him as such in the discharge of his duties, unless the loss in question is caused by his gross negligence, dishonesty or breach of trust.
26. Dissolution
26.1 OARR, subject to such conditions at which a Special General Meeting may determine, may be dissolved by a Resolution passed by not less than 2/3 of the Route Forum members present at such meeting, which meeting shall be called specifically for the purposes concerned and not less than 14 days written notice specifying in detail the prupose for the meeting and the reasons for the proposed dissolution.
26.2 If upon dissolution of OARR any assets that remain after all debts and liablities have been satisfied, such assets shall not be paid or distributed amongst its members, but shall be donated to such other organizations (preferably having similar objectives) who are authorized to collect contributions
26.3 In terms of the Fund Raising Act of 1978, as may be decided either by the members at a Special General Meeting at which it will be decided to dissolve the route (OARR) or, in default of such decision, by the Director of fund Raising.
THIS DONE AND SIGNED AT _________________________________ON
THE___________DAY OF__________________________________2011
____________________________ ______________________________
CHAIRPERSON VICE-CHAIRPERSON
_____________________________
SECRETARY