Constitution Of The Johannesburg Inner City – City Improvement District Forum

Preamble

WHEREAS various interest groups have an interest in the establishment of a City Improvement District association and for that purpose wish to constitute themselves as a formal body.
AND WHEREAS the members of the Association to be constituted here below wish to establish an organization which will be able to function as a forum for information sharing, development of best practice, liaison with the local authority and all strategic partners.
AND WHEREAS it is the desire of such members that, where possible, decisions of the Association be reached on the basis of consensus.
THEREFORE IT IS RESOLVED by the members who subscribe hereto from themselves into the JOHANNESBURG INNER CITY IMPROVEMENT DISTRICT FORUM and to adopt the following constitution:

CHAPTER I

CONTENTS AND DEFINITIONS
Contents
1.This constitution is divided into eight chapters dealing with the following matters:
Chapter 1:Contents and definitions (clauses 1 and 2);
Chapter 2:The association and its object (clauses 3 to 5);
Chapter 3:Members (clauses 6 to 8);
Chapter 4:General meetings (clauses 9 to 11);
Chapter 5:Committees (clauses 12 to 15);
Chapter 6:Office-bearers (clauses 16 and 18);
Chapter 7:Rules (clause 19);
Chapter 8:General (clauses 20 and 21)
Definitions
2.In this constitution, unless the context otherwise indicates –
i.”act” means the Gauteng City Improvement District Act
ii.”association” means the Johannesburg Inner City Improvement District Forum constituted in terms hereof
iii.”annual general meeting” means a meeting referred to in clause 10(1)
iv.”CID” means City Improvement District
v.”interest party” means a representative body or group having a formal constitution with a defined objective identified by the local authority from time to time as having a legitimate interest in the Johannesburg Inner City Improvement District Forum
vi.”landowners” means the registered owners of all properties situated Johannesburg Inner City CIDs
vii.”local authority” means the local authority, currently the City of Johannesburg Local Authority, having jurisdiction from time to time over the area described in clause 4(a)
viii.”member” means a person admitted to membership of the Association in terms clause 9(3);
ix.”person” includes a partnership, company, close corporation, co-operative or other association or a trust;
x.”subcommittee” means a subcommittee mentioned in clause 16(1)
xi.a word importing the masculine gender includes the female and neuter genders;
xii.a word in the singular number includes the plural and vice versa

CHAPTER II

THE ASSOCIATION AND ITS OBJECTS
Establishment of the Association
3.There is hereby established an association with perpetual succession to be known as the JOHANNESBURG INNER CITY IMPROVEMENT DISTRICT FORUM for the purpose of carrying out the objects and functions set out herein. The association shall function purely as a consultative body to represent and communicate the interests of stakeholders in the area described below to the local authority having jurisdiction over the said area.
Objects of the Association
4.The objects of the Association are to –
(a)constitute a forum to represent the interests of all groups and persons who have a legitimate, bona fide and direct interest in the Johannesburg Inner CIDs
(b)act as a resource in terms of “best practice” in respect of any Inner City CID established in terms of the Act
(c)act as a resource in terms of “best practice” to any Inner City structured community initiatives aimed at establishing a city Improvement district in terms of the Act
(d)ensure that all interested parties are entitled to participate in the consultative processes of the Forum
(e)as required, monitor and oversee implementation of CID business plans as approved
(f) liaise with the local authority to ensure compliance with all relevant legislation, policies and by-laws;
(g)liaise with the local authority regarding all matters relating to service level agreements
(h)recommend courses of action to the local authority and to the landowners on matters concerning the CIDs which are within their jurisdiction;
(i) do all things necessary to ensure that members interests and concerns are addressed.
Power of Association
5.The Association shall have all such plenary powers, provided they are not in conflict with or contrary to the other provisions of this constitution, as may be necessary to achieve its objectives.

CHAPTER III

MEMBERS
6. (1)Membership shall be open to –
(a)all persons or bodies designated as interested parties by the local authority;
(b)Johannesburg Inner City Improvement Districts legislated in terms of the Act
(c)Inner City Communities formally structured for the purpose of establishing a CID
(2)A person may be admitted as an individual member if such person is a natural person, company, close corporation or voluntary association.
Lapsing of membership
7.(1)Membership may be terminated if –
(a) a member fails to attend three consecutive general meetings and his absence has not been approved by the Executive Committee;
(b)the Association in general meeting terminates a member’s membership by reason of his failure to observe the minimum standards laid down by the Executive Committee from time to time or because he brings the good name of the Association into disrepute
(c)a member is not up to date with payment of subscriptions or any other agreed financial contribution to the Association
Admission of new member
8.(1)Any person desirous of being admitted as a member of the Association shall apply for
admittance as a member to the Executive Committee, in writing
(2)The Executive Committee may, in its discretion and without furnishing reasons, accept or reject an application for membership

CHAPTER IV

GENERAL MEETINGS
Annual and special general meetings
9.(1)An annual general meeting of members shall be held –
(a) once in each calendar year provided that not more than fifteen months shall elapse
between successive annual general meetings
(2)A special general meeting of members shall be held whenever requested in writing by –
(a)the Executive Committee; or
(b)members holding not less than one tenth of the total membership votes.
(3)Meetings of the members shall be convened by the secretary who shall notify the members in writing –
(a)21 days in advance, in the case of an annual general meeting;
(b)14 days in advance, in the case of a special general meeting.
(4)The quorum at a members’ meeting shall be a majority in number of the members of the Association
Power of members in general meeting
10.(1)An annual general meeting may decide any matter but shall –
(a)receive and consider the Chairman’s report;
(b)attend to the election and appointment of members of the Executive Committee
(2)A special general meeting may decide any matter specified in the notice referred to in clause 9(3).
Voting rights
11.At members’ meetings an individual member shall have one vote. Notwithstanding that an
interested party may represent a group of persons; such interested party shall for all purposes
be regarded as an individual member having one vote. Members not in good financial standing with the Association will forfeit their right to vote until such time as all dues are paid.

CHAPTER V

COMMITTEE
Establishment and constitution of Executive Committee
12.(1)There is hereby established an Executive Committee of the Association.
(2)A committee member shall serve a two year term.
(3)A candidate for election to the committee shall be –
(a)a member of the Association or the nominee of a member of the Association;
(b)proposed and seconded by members in good standing.
(4)A retiring committee member, including a past president, may stand for re-appointment to the committee
(5)The period of office of a committee member shall terminate –
(a)if he –
(i)dies;
(ii)resigns; or
(iii)fails to attend three or more meetings of the committee in any calendar year
without apology and an acceptable reason for his absence; or
(iv)if so resolved by a majority vote of the electoral college appointing such member taken at a general meeting of the Association of which proper notice has been given.
(6)The committee may –
(a)co-opt one or more persons, provided they all members or the authorised representatives of members of the Association, to assist the committee for such period as the committee deems fit;
(b)invite observers to its meetings, who shall not vote or participate in the deliberations of the committee
(7)Notwithstanding anything to the contrary herein contained the members who convene in order to constitute the Association and adopt the constitution shall be the first members of the Executive Committee and shall hold office until the first annual general meeting
Powers and duties of the Executive Committee
13.The Executive Committee shall, subject to the provisions of this constitution –
(a)manage and control the affairs of the Association
(b)perform such functions as may be assigned to it by this constitution;
(c)generally do all such things as are necessary or expedient to achieve the objects of the Association
Proceedings of the Executive Committee
14.(1)The quorum for a meeting of the committee shall be 50%+1 of its members.
(2)The decision of a majority of the members present at a meeting of the committee shall be the decision of the committee and, in the event of an quality of votes, a committee member who is an appointee of the local authority designated for this purpose shall have a casting vote in addition to his deliberate vote.
(3)Proper minutes of the committee’s proceedings shall be kept.
(4)The committee shall meet not less than two times per year
(5)If in respect of any decision taken by the Executive Committee on a matter which falls within the jurisdiction and competency of the local authority, the dissenting members of the Executive Committee are aggrieved by such decision, such dissenting members shall be entitled to refer to the matter to the local authority of final adjudication upon the following terms –
(a)the local authority shall call upon those members who voted in favour of the decision (“the majority”) and those members who dissented in respect thereof (“the minority”) respectively to forward to the local authority a memorandum, together with any relevant supporting documentation, setting out their agreements in support of their respective viewpoints;
(b)such memoranda shall be submitted to the local authority within 14 days of their being called for failing which the local authority shall proceed without any submission on behalf of the majority or minority as the case may be.
(c)the local authority shall adjudicate the matter having regard to any memoranda and supporting documentation submitted to it;
(d)the decision of the local authority shall be final and binding on the majority and the minority and shall be deemed to be the decision of the Executive Committee.
Subcommittees
15.(1)The Executive Committee may establish one or more subcommittees.
(2)A subcommittee –
(a)shall consist of at least one member of the Executive Committee designated by the committee;
(b)may also consist of any other person that the committee may appoint.
(3)The Executive Committee shall designate a member of a subcommittee as co-ordinator of that Subcommittee
(4)The Executive Committee may, subject to such conditions as it may deem fit, either generally or in relation to any particular matter, assign to any such subcommittee any power conferred or duty imposed on the committee in terms of this constitution.
(5)The provisions of clauses 14(2) and (3) shall mutatis mutandis apply in relation to a Subcommittee

CHAPTER VI

OFFICE-BEARERS
Composition of Executive Committee
16. (1) The Executive Committee shall comprise not less than three and not more than seven committee members who shall be appointed or elected, as the case may be.
(2) The local authority shall be entitled to designate from time to time its appointee to the Executive Committee.
(3)The Executive Committee shall be entitled at all times to invite additional local authority representatives to attend any meeting of the Executive Committee. Such additional representatives may participate in any discussions of the Executive Committee but shall not be entitled to vote on any resolution of the Executive Committee.
(4)A candidate for election to any office on the Executive Committee shall indicate before voting his willingness to accept the post if elected
(5)Members of the Executive Committee shall from time to time be entitled to appoint an alternate to each of the committee members appointed by it who shall be entitled, in the absence of the committee member concerned, to attend and vote at any meeting of the Executive Committee
Chairman of Executive Committee
17.1 The Executive Committee may appoint a chairman from their number
17.2 The chairman shall oversee the activities of the Association and shall endeavour to ensure that the Association achieves its objectives.
Appointment of Office Bearers
18.(1)The Executive Committee may, if it deems fit, appoint office bearers with responsibility for specific functions of the committee.

CHAPTER VII

RULES
Executive Committee may take rules
19.The Executive Committee may from time to time make, repeal or amend rules binding on the members as to any matter in general, the regulation of which is necessary or desirable for the effective carrying out of the objects of the Association and which is within the power of the Association.

CHAPTER VIII

GENERAL
Amendment of constitution
20.This constitution may be amended or substituted by a resolution supported by a majority of votes cast by members present and voting at an annual or special general meeting
Dissolution of the Association
21.(1)The Association may be dissolved by a resolution supported by 75% (Seventy Five Percent) of the members present and voting at a properly convened annual or special general meeting. Upon its winding-up, the assets of the company remaining after the satisfaction of all its liabilities, shall be given or transferred to some other association or institution or associations or institutions having objects similar to its main object, to be determined by the members of the company at or before the time of its dissolution or, failing such determination, by the Court.