THE CONSTITUTION OF THE SOUTH AFRICAN SPACE ASSOCIATION
The Association is established for the purposes of fulfilling the objects as set forth in Clause 4 hereof.
In this document:
The following words shall, unless the context otherwise requires, have the meanings hereinafter assigned to them:
2.1. "the Accountant" means the person appointed to inspect and audit the Association’s accounts;
2.2. “the Association” means the South African Space Association; "Business Day" means weekdays other than Saturdays, Sundays and public holidays;
2.3. "President" means the Member appointed as the head of the Council;
2.4. “Council" means the Members of the Association duly appointed as the First Council and thereafter at the Annual General Meeting or otherwise, to manage the activities of the Association;
2.5. “Member/s” means such person/s (natural or corporate entities) who has/have satisfied the prescribed criteria for membership, made payment of membership fees and who has/have been approved for membership of the Association by the Council;
2.6. “the Space Foundation” means the Foundation for Space Development (Pty) Ltd, a section 21 Company duly incorporated in accordance with the Company Laws of the Republic of South Africa.
2.7. Unless the context otherwise requires, any words importing the singular number only shall include the plural number, and vice versa and words importing any one gender only shall include the other two genders.
3. STATUS OF THE ASSOCIATION
The Association shall:
3.1. have legal personality;
3.2. have the capacity to contract;
3.3. be capable of suing and being sued in its own name; and not operate for profit, but for the benefit of the Members.
3.4. No Member shall have any right, title or interest in or to the funds or assets of the Association in his personal capacity, all of which shall vest in the Association.
The objects of the Association shall be to:
4.1. provide a forum to support the progressive development of the South African space arena in all its aspects, inter alia, through supporting research and disseminating information and knowledge thus gained;
4.2. promote, advance and protect the communal and group interests of the Members generally;
4.3. promote and support education and training at or with schools and tertiary institutions, and other programmes;
In order to achieve these objects, the Association may:
4.4. promote engagement amongst Members through networking by various means, including briefings, conferences and other events;
4.5. organise collaboration amongst the stakeholders of the South African space arena, both locally and internationally, for the mutual benefit of its Members;
4.6. promote industry insight, encourage debate, facilitate and networking between Members, the Association and other persons and entities or bodies;
4.7. promote awareness of the applications and benefits of space technology in all levels of society;
4.8. provide support and contribution to sustainable educational and community projects that make use of space technology and its applications;
4.9. undertake fund-raising; and
4.10. undertake other activities that generally promote and give effect to the objects referred to hereinbefore, and such other decisions as may be taken by the Council or the Association, from time to time.
5. FINANCIAL YEAR-END
The financial year-end of the Association shall be at the end of February
of each year.
6. MEMBERSHIP AND APPLICATION
6.1. Membership to the Association shall generally be open to all persons
(natural or otherwise) who are involved in or associated with the space arena in any form or manner in South Africa and/or elsewhere and who are accepted and approved as members by the Council in terms of criteria prescribed in the Bylaws.
6.2. The following categories of full membership will be available:
6.2.1. Founder Members:
The Founder Members are those persons who have played an instrumental role in the establishment of this Association and are the signatories of this Constitution.
Membership of the Association shall be open to graduate professionals who are actively involved in any aspect of the South African space arena.
126.96.36.199. Candidates for election to the membership shall be proposed on the nomination form prescribed by Council. The nomination shall be endorsed by two Members, Fellows or Founder Members of the Association in good standing. The application shall be deemed complete only if it is submitted with all the necessary supporting documentation and payment, as prescribed in the Bylaws.
188.8.131.52. Council shall review and approve nominations for Membership. Election of new Members may occur at any quorate meeting of Council. A majority shall be required in respect of the admission of any proposed Member.
184.108.40.206. Notwithstanding the acceptance by the Council of the proposed Member, in the event that the Members of the Association should, by way of a Special Resolution, resolve that the proposed Member should not be admitted, then and in such event such proposed Member will not be eligible to become a Member.
220.127.116.11. Council may, at its discretion, decline an application for Membership, or alternatively consider said application for Honorary Membership.
18.104.22.168. Members in good standing shall be entitled to attend all events of the Association, to list their affiliation to the Association as MSASA, to hold office in the Association, to vote in the Annual General Meeting, to nominate a proxy, to nominate candidates for office and for election to the Association. Members shall also be entitled to discounted rates for participation in activities of the Association, as prescribed by Council and the Bylaws.
22.214.171.124. Associate Members are persons who do not satisfy the professional requirements for admission to the Association, but who have rendered valuable support and service to the space arena in South Africa.
126.96.36.199. Candidates for admission to the Association as Associate Members shall be proposed by two Members in good standing and shall require unanimous support of Council for their admission to the Association.
188.8.131.52. Associate Members shall have all the obligations and privileges of ordinary Members of the Association.
184.108.40.206. Fellows of the Association are Members who are highly
distinguished space professionals of international repute, and who have contributed in a very significant manner to the development of the South African space arena. Election to the Fellowship is considered to be a rare honour.
220.127.116.11. Fellows shall be entitled to indicate their membership status in the Association as “FSASA.”
18.104.22.168. Each year, Council shall call for nominations for Fellowships and Awards. Candidates for Fellowship shall be nominated by the Nominating Committee for Fellowships and Awards. Nominations shall be accompanied by all supporting documents, as prescribed in the Bylaws.
22.214.171.124. Fellowship is the highest grade of membership in the Association. Fellows are expected to play an active role in the affairs of the Association.
126.96.36.199. In addition to having all the obligations and rights of Members, Fellows shall have additional rights and obligations as prescribed in the Bylaws from time to time.
6.2.5. Student Members
188.8.131.52. Persons who are enrolled as students in any space-related
academic programme are eligible to join the Association as
184.108.40.206. Candidates for admission as Student Members shall be
nominated in the same manner as prescribed for candidate
220.127.116.11. Student Members shall be entitled to attend all activities and
open meetings of the Association. Council may, at its discretion, apply reduced rates for membership and for participation in such activities.
18.104.22.168. Student members shall have all the rights and obligations of full Members, with the following exceptions:
(a) Student members shall not be eligible to nominate or to be nominated for any offices of the Association.
(b) Student members may elect a student representative to serve on Council.
22.214.171.124. Any person who is a student member shall be promoted to full Member status in the year following the conclusion of his or her studies and commencement of regular employment. From that point onwards, they shall have all the rights and obligations of full Members.
6.2.6. Corporate Members:
126.96.36.199. This category of membership is extended to companies,
closed corporations and trusts. Membership fees will be as prescribed in the Bylaws.
188.8.131.52. A Corporate Member shall be represented by a director, member or such other natural person as may be delegated by the entity.
184.108.40.206. Corporate members are entitled to nominate candidates for office and to vote in the Annual General Meeting. The vote of a corporate member shall weigh as 20 full Member votes.
220.127.116.11. Staff of Corporate Members shall be entitled to a discounted rate for attendance at events of the Association, as prescribed in the Bylaws.
6.2.7. Institutional Members:
18.104.22.168 This category of membership is extended to educational and non-profit institutions. Membership fees will be as prescribed in the Bylaws.
22.214.171.124. The Institutional Member shall be represented by a natural person holding office and who is delegated by the entity.
126.96.36.199. Institutional members are entitled to nominate candidates for office and to vote in the Annual General Meeting. The vote of an institutional member shall weigh as 4 full Member votes.
7. OBLIGATIONS OF MEMBERS
7.1. The rights and/or obligations of a Member shall not be transferable and every Member shall:
7.1.1. to the best of his ability strive to further the objects and interests of the Association;
7.1.2. observe the Constitution of the Association and all Resolutions made by the Association and Council; and
7.1.3. refrain from performing any act or omission which may bring the Association into disrepute.
8. MEMBERSHIP FEES
8.1. The annual membership fees, the due date for the payment thereof as well as any other terms and conditions relating thereto shall be determined by the Council, and may be reviewed from time to time by the Council.
8.2. In the event that membership fees remain unpaid for a period of 90 (ninety) days calculated from due date, then and in such event the Council shall be entitled to terminate the Member’s membership in which event such Member will have to re-apply for membership.
8.3. Any Member who is in arrears with his membership fees shall not have any voting rights at any meetings of the Association, nor shall such Member be entitled to any of the privileges of membership.
9. TERMINATION / SUSPENSION OF MEMBERSHIP
9.1. Membership may be terminated in one or more of the following instances:
9.1.1. Upon death or the resignation of a Member in writing;
9.1.2. Should the Member fail to pay the annual membership fees as per clause 8.2;
9.3. Upon the Member being found guilty of bringing the Association into disrepute; and
9.4. Should the Council so resolve by way of Special Resolution.
9.5. A Member whose Membership is so terminated shall not be entitled to a refund of any fees paid.
10.1. Should any Member commit any breach of the provisions of this Constitution or of any resolution of either the Association or the Council and fail to remedy such breach within the period prescribed in the written notice issued to that Member by the Council, then and in such event the Association shall be entitled, without prejudice to any other rights or remedies which the Association may have in law to institute appropriate legal proceedings against such Member for the appropriate relief.
10.2. Should the Association institute any legal proceedings against any Member pursuant to a breach by that Member as aforesaid, then and in such event the Association shall be entitled to recover from such defaulting Member all legal costs incurred by it, including attorney and own client charges.
11. THE COUNCIL
11.1. The first Council shall comprise of 4 (Four) Members who are the directors of the Space Foundation as nominated and appointed by the Space Foundation, and who shall serve as Council Members until the first general meeting of the Association, and which Council shall have the following portfolios:
11.1.3. Treasurer; and
11.2. After the first year of the existence of the Association, the Council shall be appointed at the Annual General Meeting of the Association.
11.3. The Founder Members of the Association shall be entitled to occupy non- executive seats on the Council.
11.4. The Council shall be entitled to appoint/engage other Members for the purposes of performing or assisting with any of the Council functions or portfolios, save that the Members so appointed/engaged shall not be Council Members (unless so appointed in terms of clause 11.4) and as such shall not have a vote at Council Meetings.
11.5. The Association may, at a General Meeting (Annual or Special), increase or decrease the number of Council Members, re-assign portfolios as well as decrease or increase the period of appointment.
11.6. The Council shall be elected at the Annual General Meeting of the Association.
11.7. The Council so appointed shall hold office for a period of 3 (three) years.
11.8. The Council Members shall cease to hold office:
11.8.1. after the expiration of a period of 3 (three) years from the date of the election, or such other period as may be determined from time to time;
11.8.2. if he resigns his office;
11.8.3. if he is removed from office pursuant to a unanimous resolution comprising of the Council Members, barring the Council Member concerned;
11.8.4. if he is removed from office pursuant to a Special Resolution of the Members;
11.8.5. upon his membership of the Association being terminated for any reason whatsoever.
11.9. Vacancies on the Council may be filled by co-option at the instance of the majority vote of the Members at a General Meeting.
11.10. Unless so agreed by the Members, Council Members shall receive no remuneration, but will be entitled to a refund of reasonably incurred expenses in the execution of their duties.
11.11. The Members may decide whether or not to exempt Council Members from annual membership fees for the financial year during which the Member has served on the Council.
11.12. Council Members shall not be liable to the Association or any Member thereof or to any other person whomsoever, for any act or omission by himself, the Association or its servants or agents provided that such Council Member has, upon the basis of information known to him, acted in good faith, without intent and without dishonesty. Every Council Member is indemnified by the Association against any loss suffered by him in consequence of any purported liability.
11.13. Minutes shall be kept of all meetings and decisions of the Council.
11.14. Proper books of account of the administration and finances of the Association shall be kept.
12. COUNCIL MEETINGS
12.1. The Council shall endeavour to meet at least once every quarter or at
such other times as the Council may decide from time to time. Such
meetings shall be presided by the President.
12.2. A quorum for a Council meeting shall be at least 70% (seventy per cent)
of the Council Members present or represented. In other words, if any of the Council Members are unable to attend, they may furnish a fellow Council Member who is able to attend the meeting the power to vote on his behalf at the meeting, in which event such Council Member furnishing the authority shall be deemed to be duly represented at the meeting and as such, his represented attendance shall be so noted for the purposes of establishing a quorum and for the purposes of voting.
12.3. Should there be no quorum, the meeting shall stand adjourned until a time, date and venue to be decided upon by the President.
12.4. Unless specified to the contrary herein, all matters at any meeting shall be determined by a majority of those present and voting, or represented. In the event of a voting tie or deadlock, the President shall have a casting vote.
13. FUNCTIONS AND POWERS OF THE COUNCIL
13.1 Subject to the express provisions of this Constitution, the Council shall manage and control the business and affairs of the Association, shall have full powers in the management and direction of such business and affairs and may exercise all such powers of the Association, as are required to be exercised or done by the Association in general meeting, provided that no resolution made by the Association in general meeting shall invalidate any prior act of the Council which would have been valid if such resolution had not been made.
13.2. Without limiting the powers aforesaid, the Council shall have the power to:
13.2.1 vary, cancel or modify any of its decisions and resolutions from time to time;
13.2.2. investigate any suspected or alleged breach by any Member in such reasonable manner as it shall decide from time to time;
13.2.3. make decisions not inconsistent with this Constitution, including but not limited to:
(a) minimum criteria for Association membership and categories of membership;
(b) annual membership fees;
(c) terms and conditions relating to admission the Association, functions or any other event as organised, managed or sponsored by the Association;
(d) the furtherance and promotion of any of the objects of the Association;
(e) the better management of the affairs of the Association;
(f) the advancement of the interests of Members;
(g) the conduct of Council meetings and Association meetings; and
(h) disciplinary issues.
13.3. The Council shall further have the power to:
13.3.1. engage on behalf of the Association, the services of professional or
any other person/firm and/or employee/s, for any reasons thought necessary by the Council and on such terms as the Council shall decide;
13.3.2. enter into such agreements with service providers/suppliers and other contractors for the purposes of giving effect to the objects of the Association;
13.3.3. enter into a lease agreement in respect of the Association’s facilities;
13.3.4. hold shares in companies on behalf of the Association and be appointed as a Trustee or Beneficiary to any inter vivos or
13.3.5. appoint sub-Councils consisting of such number of Members and
such outsiders as they deem fit and to delegate to such Councils such of their functions, powers and duties as they deem fit, with further power to vary or revoke such appointments and delegations as the Council may from time to time deem necessary;
13.3.6. make contributions to the development of sustainable community projects, as identified from time to time; and
13.3.7. generally to perform all such acts as may be necessary to give effect to this Constitution, its objects and resolutions as passed.
14. MEETINGS OF THE ASSOCIATION
14.1. The Association shall hold one of its Association Meetings as its Annual General Meeting each year at such venue as may be determined by the Council.
14.2. All meetings other than the Annual General Meetings and Special General Meetings shall be called Association Meetings.
14.3. Special General Meetings may be called by:
14.3.1. the Council; or
14.3.2. where the Members who hold at least 60% (sixty per cent) of the total
number of votes within the Association resolve to call a Special
General Meeting, the Council shall be obliged to call such meeting.
14.4.. All meetings shall be presided by the President or his nominee.
14.5. Only those Full Members who are present at the meeting shall be entitled
to vote. No proxies will be allowed.
14.6. Full Members shall be entitled to one vote each.
14.7. The agenda for meetings shall be determined by the Council, and as such, no Member shall be entitled to raise any matter that needs to be put to the vote unless such matter has been placed on the agenda by the Council.
15. NOTICE OF MEETINGS
15.1. Notice of the Annual General Meeting shall be 21 (twenty one) days and can be sent by email, SMS, telefax, registered mail or normal mail.
15.2. In the case of a Special General Meeting, at least 72 (seventy two) hours notice shall be sent by SMS, email or telefax to Members of the details of the meeting and the purpose of the meeting.
15.3. At a Special General Meeting or Annual General Meeting, unless stated to the contrary herein, any issue put to the vote shall be determined by a simple majority of Members present and voting.
15.4. In the case of a Special General Meeting, and provided that a quorum is present, any issue put to the vote shall be determined by a majority holding not less than 60% (sixty percent) of the total number of votes within the Association i.e. not only those who are present, but of all the Members of the Association.
16.1. In respect of Annual General Meetings, the minimum quorum shall be 51% (Fifty One Per Cent) of the total number of Members of the Association. Members who are not present shall be entitled to appoint another Member to represent them by way of proxy.
16.2. In respect of a Special General Meeting, the minimum quorum shall be 60% (sixty percent) of the total number of votes within the Association i.e. not only those who are present, but of all the Members of the Association.
17. AGENDA AT ANNUAL GENERAL MEETINGS
In addition to any other matter that may be required to be dealt with at an Annual General Meeting, the following matters shall be dealt with at every Annual General Meeting:
17.1. the election of the Council;
17.2. the presentation of the Association’s financial statements for the
preceding financial year;
17.3. such other item as the Council may decide.
18. AMENDMENTS TO CONSTITUTION
This Constitution, or any part thereof, as contained herein shall not be repealed or amended, and no new clauses shall be made, save by a Special Resolution adopted at Special General Meeting of the Members.