When coming together to form an Open Africa route, one of the first duties for the route members is to formalise the route by choosing the most appropriate organisational form.

Early in the history of your route, a voluntary association is likely to be your best option. Later on, it may be required to convert into another organisational form, such as a nonprofit company, a trust or a co-operative, but when you start out with the route, a voluntary association is a very good option for organising.

The existence of your route as voluntary association will be confirmed and formalised by the members adopting a constitution as founding document.

The constitution clarifies your route’s objectives, governs the internal functioning of the route, and it allows for relationships to be formed with other parties. In other words, it defines the route’s purpose and sets out the rules that will govern its existence.

While it is possible to copy the content for your constitution from a template document, it is very important for the route’s good functioning that its governance is appropriate to your specific circumstances.

It is therefore good if most prospective members are involved in adopting the constitution. Their involvement will not only help refine the content of the document, but will also ensure the buy-in of the members in the way the route is managed.

This Guide offers advice on how you could go about writing and adopting your route constitution. You could also use other Guides and Resources in the Open Africa Toolkit covering suitable legal formations.

Why is it important to adopt a constitution?

There are two main reasons for formalising your route as a voluntary association and adopting a constitution as founding document:

• First, you need agreement among the members on the rules that will apply to the internal functioning of the route as an organisation. For instance, defining the rights and obligations of members, describing how leaders and/or managers are elected or appointed, and setting out the rules for decision-making.
• Second, the route needs recognition as a legal person, so that it can contract or enter into agreements with other parties such as for opening a bank account and entering partnerships. The constitution provides documented proof of the existence of the organisation and the applicable rules governing its operations.

What is a constitution?

A constitution is a document that describes why and how a voluntary association is constituted by its members — in other words, it defines the greater purpose of the organisation, how it is formed and how it will continue to function even after the founding members may have left.

Typically, the document will be divided into sections covering:

• The context and greater purpose of the organisation.
• The organisation’s name and the objectives prioritised by the organisation.
• Criteria for membership, as well as the rights and obligations of members.
• The organisational structure with ascribed roles and responsibilities for office-bearers.
• Rules for meetings, decision-making and succession mechanisms.
• Rules for changing the constitution and how the association may be dissolved.

A constitution does not need to be a bulky document — it may be just a few pages — but it must clarify all the above-mentioned points and it must allow members to make changes to the document when it becomes clear that the long-term requirements of the route have shifted. Such changes are not something that will happen often and, since it entails potential changes to the governance of the route, it should require overwhelming support from members — normally more than two-thirds.

Examples of constitutions of existing Open Africa routes are included in the Resources in the Open Africa Toolkit.

Who should be involved with adopting your constitution?

Open Africa suggests that routes start off with the template constitution provided in the Resource section of the Open Africa Toolkit (see Resource: Template Voluntary Association Constitution).

The template can be used to initiate discussion among route members and then be adjusted to meet the unique requirements of the route and its members.

The following roles and functions are defined in the template constitution for the people involved in the association:

• Active members: The geographical reach, involvement in the tourism industry and focus on specified economic activities define who may and who many not become route members. Typically, the route will be as inclusive as possible to cover tourism business, agencies and associations from a specific destination area. This local area may not overlap with other Open Africa routes.
• Route member categories: Many routes require just one membership category (as reflected in the template constitution), but in areas where the variation between members are significant, it may be practical to introduce membership categories in the constitution. For instance, very small and startup tourism businesses may not be able to afford membership fees that well-established and larger companies or agencies may be able to pay; or a route may include many companies and organisations who are only indirectly involved in the tourism industry and would therefore only be interested in Associate Membership status.
• General Meeting: The Route General Meeting is a properly constituted meeting of active route members. The constitution does not have to specify exactly what happens at most of these meetings, even though this is where members will be learning, contributing and participating most. However, there is one meeting that is very important in the route’s activities in a year, namely the AGM. At this meeting, the Executive Committee is elected, and the route’s financial position is considered. These are very important aspects ensuring good governance and are therefore specifically defined in the constitution.
• Route Forum: The governance of the route association and management of route projects fall under the control of the route’s Executive Committee, which in Open Africa is know as the Route Forum (In other formations such as a nonprofit company, the Route Forum will be formed by the Board of Directors or the Board of Trustees, but they are all called the Route Forum, since they govern the route). Each route may see the roles of the portfolios in the Route Forum differently, but it is most likely that the constitution will define the roles of the Chairperson (to lead and direct), the Treasurer (to control the assets and money) and the Secretary (to keep the administration up-to-date). You may also want to consider describing the roles of project managers and/or committee coordinators, but this may vary between routes.

In the process of establishing your route, you would have formed a Route Establishment Working Group to guide the route’s set-up phase. This group plays a very important role in the drafting of the constitution. When the decision is made to form a voluntary association, it would be best to establish a smaller task team of people from the Route Establishment Working Group to take responsibility for developing the first draft of a proposed constitution. Three or four members will be enough. The co-ordinator of this task team and its members will play a key role in getting to the point where a document can be presented to the prospective members for discussion.

While the constitution task team will be doing much of the refinement on the document, it is in fact inputs from members that will make the constitution a good one. During the time of refining the draft, you may want to emphasise communication with the prospective members — rather overcommunicate than undercommunicate.

Prospective members should be asked to make suggestions and discuss the best options for the constitution. For this purpose, you may want to e-mail one or two (but not too many) draft versions as you make progress. You may also want to organise a workshop or two to discuss contentious issues or options. Through involving prospective members in this way, you are more likely to refine the constitution based on your local requirements and you are also more likely to have the buy-in from the most members by the time the constitution is adopted.

How to create your own constitution

Best is to follow a clear and transparent process of developing a draft document for consideration by prospective members. You can adjust these steps to meet your requirements:

1. Confirm the decision by the Route Establishment Working Group that the best organisational formation as that of a voluntary association.
2. Form a constitution task team to develop a draft constitution for consideration by the members. Three or four members should be a good number.
3. Get the template constitution from the Open Africa Route Toolkit (Resource: Template Voluntary Association Constitution).
4. Ask one of the task team members to edit the template so that the basic information you already have can be inserted before the task team members discuss the document.
5. Organise the first task team meeting and circulate the draft document to the task team members several days before the meeting.
6. At the task team meeting, identify all the issues that members may like to give inputs on, including issues of possible contention, and try to identify the options available for each of these. Also, finalise the first draft version of the constitution at this meeting.
7. Send out the first draft version of the constitution along with a communication to all who are involved as prospective members, asking for comments and input by a specified date.
8. After receiving replies, meet again as the task team to refine the draft as far as you can. Then finalise the second draft version of the constitution for discussion by members at a workshop.
9. Set a date for a workshop by members to discuss the second draft version of the constitution. Make sure all knows about it and send the document to them at least a week before the workshop.
10. The task team must plan this workshop carefully. Identify the five or so key issues to discuss at the workshop. Assign a person to each of these topics to prepare a very short explanation of what the options are for decision, so that the workshop can address the important issues first. When these are covered, ask the workshop attendees for more issues to be raised and discussed, if any.
11. After the workshop, one or two of the task team should incorporate all the decisions at the workshop into the third draft version of the constitution.
12. Organise another task team meeting where the reworked version of the document is refined and the final draft version of the constitution is finalised.
13. Submit the final draft version of the constitution to the Route Establishment Working Group so that it can call prospective route members to a founding meeting where the constitution can be adopted as the founding document of the route.
14. Complete the founding meeting by having the constitution adopted and signed by the founding members (and don’t forget to bring along the Champagne!)

Practical tips in drafting your constitution

Here are some tips for drafting and adopting your constitution:

• Start the process by mandating a task team to develop a draft constitution.
• The task team should be about three or four people — too many becomes cumbersome and too few may miss some important insights.
• Clearly communicate to all involved the process the task team is following.
• Follow the communicated process, but be flexible enough to adjust to meet the demands of prospective members.
• Don’t send out every version and every edit to everyone… Yes, the prospective members all need to be involved, but limit the versions sent to all members to one or at most two, before the final draft version is sent.
• Invite all prospective members to the inaugural meeting where the constitution will be adopted and signed.

Use of this Guide

The task team members who are responsible for developing the constitution should all study this Guide closely so that they are fully informed on what the issues are. They may also want to refer to the resources listed below to widen their insight.

The Route Establishment Working Group may also want to use the content of this guide when they interact with prospective members, but it may not be realistic to expect of all prospective members to study this guide and the resources referred to here.

Other Guides, Resources and Examples

In the Open Africa Toolkit you will also find the following Guides and Resources of help:

• Example: Constitution Of the Richtersveld Route
• Resource: Template Voluntary Association Constitution

Other resources

You may also find the following resources from other organisations helpful:

• Constitutions for Non-Profit Organisations, Education & Training Unit Community Organisers Toolkit
• Guidelines to Section 21 Companies, Trusts and Voluntary Associations, Rosenthal, R. and Walton, M. 1998.
• Non-Government Organisations: Good Policy and Practice Training Kit, Commonwealth Foundation. 1997
• The law of partnership and voluntary association in South Africa, Bamford, B. 1982. Juta.

 Contacts and other support

You may also find the following contacts useful:

• Education & Training Unit: www.etu.org.za
• Sangoco: www.sangoco.org.za

When setting up and running your route, there is always pressure to get things done; but before stakeholders can act or tasks can be delegated, you need to discuss ideas and plan together. Meetings are often an essential way of doing this, whether they are with members of the route or broader stakeholder groups such as municipalities and donors.

So make sure that your meetings are efficient, so that they help the route to get things done and achieve its goals. This Guide will help you do this.

The way that your route schedules and runs its meetings should be just another way of expressing your aims and values. So your meetings should be professional, punctual, inclusive and useful – a place where people can express creativity, have their voice heard and be inspired, while also focusing on action towards the development of the route.

This is all part of good governance, and what is said at these meetings is an important part of running a route, so make sure minutes are always kept in writing.

This Guide takes a broader look at meetings, and explains what you can do to make every meeting more organised, more creative and more productive.

Also look at the Guides on How to Use the Founding Documents for Effective Functioning and How to Report to and Involve Members in Governance.

Why are effective meetings important?

Meetings often fail in two critical ways: they may not always allow ideas to be shared and discussed properly, and they may not always end with specific tasks being given to specific people. The first problem can lead to members getting frustrated, so they may stop contributing or even attending. The second problem can lead to things not getting done, which is also demoralising for everyone involved.

Effective meetings are vital because people really do need to sit together, talk, make plans and co-ordinate what they do. Without this, there can easily be chaos as everyone ‘does their own thing’ without considering others. Organisations like our routes are built on co-operation, and good meetings can be the beginning of fruitful co-operation.

What makes a meeting effective?

• There must be a clear reason for the meeting – a decision that must be taken or definite topics for discussion. Everyone attending must be clear about what the purpose and focus is.
• Every good meeting needs some structure; without it, you could end up having a ‘chat session’ that does not lead anywhere. Ensure that there is an agenda with clear headings for everyone to follow – even if you have a general heading/session for other topics to be raised.
• Decisions and conclusions need to be written down in minutes – or ‘minuted’. This is part of the overall governance of your route – you must be able to come back to the decisions that were taken, and so they need to be in writing.
• Minutes must be circulated to everyone who present, so that they can check that the contents are an accurate reflection of what took place. Then they should be carefully filed where they can be easily retrieved.
• It is vital to set specific tasks for specific people. For instance, the meeting decides that the main street of your town must from now on be kept spotlessly clean, then the meeting must decide: Who will ensure that the street is kept clean? How should it be cleaned? What will be done if the street is not cleaned?

When to call a meeting and when not to

The problem with meetings, even useful ones, is that they do time, so think carefully before calling everyone together. Ask:

• Is this meeting really necessary?
• Could I solve the problem by speaking to one person?
• Could I just send an e-mail to those concerned?
• Do we need to discuss all the items on the agenda?

Remember too that if you need a really quick decision on something, a meeting may not be the right way to go about it. Meetings should be held so that people can discuss issues and argue things out. It’s fairly pointless. In fact, it can cause long-term problems if you call a meeting and try to rush through an important issue. If you do call an urgent meeting, and find there is more to be discussed than you had thought, rather delay your decision, allow everyone to do more homework, and call another meeting later.

Take an example: Your route needs to get involved in a government tourism initiative that you have just heard about. You think you have a pretty good idea of how this can be done, so you call an urgent meeting of members to make a decision so you can respond to this government department. However, only three or four members out of 20 can make it to the meeting, and they each have a very different view of what is needed. More research is clearly required and the issue needs to be discussed in greater detail. It makes sense therefore to delay the decision by a day or two in order to make the right choice.

Always ask: what is best for the route? You cannot go far wrong if you take this approach.

You’ve decided to call a meeting. Now what?

First, ensure that only the relevant people are invited to the meeting. If a person cannot contribute to the meeting or is not directly involved with the issue, they don’t have to be there. Officials are sometimes invited out of courtesy. Avoid this if possible. These people can read the minutes afterwards should they wish to.

Second, ensure that the people at the meeting are empowered to take decisions. For instance, if you have arranged a meeting with an important stakeholder, and you suddenly cannot make the meeting, ensure the person you send is able to take a decision on your behalf; if not, postpone the meeting.

Finally, prepare an agenda (list of items to be discussed) and circulate it to everyone who will be at the meeting. The better prepared people are, the more productive the meeting will be. If there is no time to send out an agenda beforehand, at least have one prepared for the meeting itself, so that there is a clear idea of what will be discussed.

Don’t put too many items on the agenda, especially if you are going to discuss complicated or awkward issues. The normal order is:

• Welcome
• Apologies
• Approval and signing of previous minutes
• Matters arising from these minutes
• Brief or urgent items
• Main topic(s) of discussion
• Other business
• Date for the next meeting

Plan how long each of these will take (more or less) so that you can better manage the meeting.

Basic rules of all formal meetings

• Everyone should attend on time, should pay attention, and should take an active part in proceedings.
• An agenda should be agreed upon and followed.
• People should prepare for meetings in advance.
• Everyone must accept the Chairperson’s authority.
• All people attending have the right to be heard.
• Decisions should be made clearly and summarised so that everyone knows what is going on.
• Someone should be appointed as the meeting’s secretary to minute the main points and decisions reached at the meeting. These minutes should be handed out, e-mailed or posted soon after the meeting, and agreed upon by everyone who attended. The meeting secretary should be a good listener and able to write quickly and clearly.

Chairing a formal meeting

Before you begin the meeting, make sure the meeting room is prepared. Check that there are enough chairs, that there is a copy of the agenda and the previous minutes (if any) at each place at the table, and that there is some water or tea available if the meeting is to last a while.

Opening the meeting

Start the meeting by welcoming everyone, asking for any apologies (people who were invited but have apologised for not being able to attend), and explaining the main purpose of getting together. After this, check that everyone agrees that the previous minutes accurately record what took place at that meeting. If all agree, ask: “May I sign these minutes as being correct?” or words to thiseffect, and then sign the minutes in front of everyone.

Agenda

Run through this quickly so that everyone knows what is to be discussed. Be open to suggestions: someone might propose dropping an item or adding one under ‘Other business’.

Start the discussion

A good way to do this is to ask questions. This is especially helpful if some people are hesitant to contribute. Once discussion is under way, you will then have to manage this so that everyone can contribute and yet no single person is allowed to dominate. This can be challenging!

One of the most important rules in chairing a meeting is that all discussion must be conducted through you. In other words, people should not address each other directly, but say, for example: “Mr Chairman, I think that John is wrong on this last point. I believe that we should rather do the following…” This is a useful way of keeping order and also helps the discussion from becoming too personal , which can be a problem if the debate is tense and difficult.

Listen carefully to what everyone says, and be sensitive to what is going on. If you can see that someone wants to make a poin, but is a bit shy, ask directly: “Did you want to say something?”

Do not allow any one person to go on for too long. Stop the person by thanking them and bringing other people into the discussion. You are the chairperson, and this is your meeting; no one else has the right to ‘take over’ and force an opinion on everybody else. At the same time, beware that you do not dominate the meeting; it can be tempting as the boss to simply push issues through, regardless of what anyone says. Give people a chance to have their say.

If people start to talk between themselves, stop them immediately. ‘Mini-meetings’ are disturbing, disrespectful and undermine your position as Chairperson. For the same reasons, cellphones (including yours) should be switched off and there should be no laptops on the table, unless they are being used as part of a presentation.

It is helpful to smile, have a sense of humour and keep a light touch as Chairperson. Even if the meeting is formal and deals with serious issues, there is no reason why it cannot be held in a friendly, relaxed atmosphere.

Summarise

Summarise the main points of discussion from time to time, especially if the debate becomes a bit muddled. You might say something like: “I’m hearing two suggestions here. Jack is saying we should buy new equipment and pay for it in instalments, and Joe is saying we should buy it and pay cash. But it seems that you both support the idea of buying new equipment.” Remember that people may be confused, yet may feel awkward about saying so in case they appear stupid.

Discipline

Ensure that the discussion sticks to the items on the agenda, and watch the clock. If a debate is taking longer than expected but is useful, it is almost always better to postpone this discussion to another meeting in order to carry on with the agenda.

Reach decisions

As the Chairperson, you need to guide the meeting towards making decisions. This means you have to listen carefully to the various arguments, sum up the key points, ensure that consensus has been reached, and announce the meeting’s decision. For instance, you might say: “It seems we are agreed that the reception area should be redecorated. Can we make the decision to do so?” You’ll be able to see from everyone’s reaction what the answer is, and this can be recorded as a decision.

If there are several people who disagree strongly, you might have to take the final decision. Or you might choose to take a vote.

Close

At the end, set a suitable time and date for the next meeting and thank everyone for attending.

Minutes

As noted, it is a good idea to appoint someone who listens and writes well to be the meeting’s secretary. Avoid, if possible, being the secretary yourself; it is difficult to write while managing the meeting.

The secretary should write down the names of everyone present.

It is not necessary to write down every detail in the discussion, simply the main points. For instance: “After much debate on the high costs of buying a new printer and the company’s cash flow problems, it was decided to buy a new printer on instalments. Jack Khumalo to find best printer deal.”

Avoid, if possible, giving jobs to people who are not at the meeting. They might resent not being asked first, or they simply might not be able to do them.

The meeting secretary should give you the minutes to check after the meeting.

Who is involved with holding meetings

Key people in the route (the Route Forum, the route participants, the municipality’s local economic development manager, etc.) are all going to be involved in the planning and implementation of initiatives, so they will all need to be regularly involved in the route’s meetings. But it is really the Secretary’s job to do the administration behind the scenes: helping to set suitable dates for meetings, helping the Chairperson to set the agenda, sending out invitations and reminders, securing a suitable venue, arranging refreshments if necessary, taking minutes, distributing minutes, etc. This is a vital role, since people need constant following up to ensure they are playing their roles.

What meetings the route needs to hold

The constitution of the route’s membership body – whether it’s a voluntary association, a nonprofit company or a co-operative – will usually require at least an AGM and a regular meeting of key stakeholders (perhaps once a quarter or once a month). The AGM is important for reporting back to members, appointing new committee members, and getting a mandate for the following year; it is also important for compliance purposes, since the route’s financial report needs to be presented and passed by the members so that the annual financial statement can be submitted to the SA Revenue Services. (See Guide: How to Remain Complaint with the Law.)

Practical tips

• Circulate an agenda before every meeting; this is a simple courtesy but is also strategically essential. People must know what to prepare for and must know what the meeting is supposed to achieve.
• Ensure you involve the right people in your meetings; for example, if there are event details to discuss that only involve a few people on a committee, then let them meet separately or form a subcommittee for those discussions.
• Emphasise punctuality as a habit for all committee members. This saves the time taken by meetings and reinforces the principle of basic organisation and respect for fellow members (their time is as precious). If a person is regularly late for meetings, they have a time management problem – and this problem will also be undermining the way they work in their own businesses.
• Try not to have more meetings than you absolutely have to; members must feel that every meeting is important, or they will not commit to attending regularly.
• Do not close a meeting without a clear plan of who will do what and by when. This is the only way that meetings will lead to action.
• Hold people to account for what they promised or were requested to do at the previous meeting. If there is no accountability, people will lose faith in the group’s ability to get things done.
• Keep the meeting focused on the agenda topics. People may often want to talk about unrelated issues, so acknowledge those and make a note for a future discussion, but ensure that the focus returns to what the meeting was planned for.

Use of this Guide

Everybody involved in the route – especially those who have not been involved in leadership or management roles – need some introduction to how the route will be administered and how decisions will be taken. Part of this induction process can include a section on how meetings will be run, and how to make these meetings effective.

If possible, it would be very useful to arrange a special training workshop on how to run an effective meeting. There are training organisations that offer this kind of course (see your town’s local business directory or visit websites such as www.skillsportal.co.za), or you could get one of your more experienced members to conduct a short session.

 Other Resources

Here are some other helpful Guides and Resources:

• Guide: How To Serve As Route Chairperson
• Guide: How To Lead Your Route
• Video: How To Chair A Meeting
• Guide: How To Elect Your Route Leadership And Appoint Them To The Best Positions
• Guide: How To Compile Your Annual Route Plan