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Draft MISASA Constitution as at 29 May 2004 including proposed amendments.

MISASA CONSTITUTION with proposed amendments as at 12 September 2010
Microlight and Light Sport Aeroplane Association Of South Africa
Date of Issue: 12 October 2010
As amended by amendment number 5 approved at the MISASA AGM on 12 September 2010 and ratified by the membership by electronic ballot that stood open for acceptance to 12 October 2010 October 2009
1. Name:
The name of the Association is “The Microlight and Light Sport Aeroplane Association of South Africa”, hereinafter referred to as MISASA
2. Registered Office:
The registered office of MISASA will be the registered office of the Aero Club of South Africa, hereinafter referred to as the Aero Club.
3.  Principal Objectives:
3.a) To encourage, develop and promote private and sporting Microlight and Light Sport aviation throughout the Republic of South Africa.
3.b) To operate as a Member Association of the Aero Club and abide by the Memorandum of Association and Articles of Association of the Aero Club.
3.c) To liaise and co-operate with Government, Provincial and Municipal Departments and other bodies in the furtherance of the above objectives.
3.d) d) To suggest, advise upon, oversee and regulate the aviation related activities of members and to apply disciplinary procedures where required as per the approved guidelines,  regulations, by-laws and or Manual of Procedure.
e) To advise the Director for Civil Aviation and or any other relevant authority such as the body designated in terms of Part 149 as the case may be on matters relating to its oversight as contemplated in paragraph 3.d) above and or on matters that may have a direct or indirect impact upon the safe operation of aircraft by members.
f) To carry out such other activities as may be agreed with the Director for Civil Aviation or the body designated in terms of Part 149 as the case may be, from time to time.
4. Subsidiary Objectives:
For the furtherance of the aforesaid principal objectives, the following are subsidiary objectives of MISASA:
a) To assist in establishing Microlighting and Light Sport Aeroplane Clubs in the Republic of South Africa, however and wherever may be thought fit.
b) To popularise Microlighting and Light Sport Aeroplane flying by providing members with facilities for obtaining all such licenses and ratings as are or may be hereinafter granted by any duly constituted authority under the Air Navigation Act and to provide and/or maintain such facilities for all such operations thereafter.
c) To promote and/or participate in, administer and control microlighting and light sport aeroplane flying sporting events and trials organized by or run under the rules of the FAI, the Aero Club, MISASA and any other such organization.
d) To hold or arrange for aviation meetings, competitions and other meetings of a like nature whether for the benefit of the Aero Club, MISASA or other charities and objectives, and to offer and to grant or contribute towards the provision of prizes, awards and distinctions.
e) To promote air mindedness and safety of the air amongst the members of MISASA and others, and to hold lecturers, demonstrations and exhibitions.
f) To adopt such means of making known the objectives of MISASA in such manner as may seem expedient and in particular by advertising in the press, by circular, by purchase and exhibition of models and works of art and interest, by publication of books and periodicals, and by giving and granting prizes, rewards and donations.
g) To invest and apply any moneys not immediately required for the purpose of MISASA in such a manner as MISASA may from time to time think fit.
h) To employ and remunerate clerical staff and any such other staff or consultant as may be required from time to time.
i) To set up and carry on, in any part of South Africa, club amenities and club premises. To generally provide as fully as possible all facilities as are deemed necessary for the assembly and entertainment of MISASA members and guests, and which are necessary and desirable for the holding of functions calculated to stimulate air mindedness in all its forms.
j) To co-operate, associate, affiliate, or amalgamate with any other similar bodies fulfilling the objects of MISASA as may be considered advisable from time to time.
k) To do all such things as are incidental or conducive to the attainment of any of the above objectives.
l) To control the awarding of Provincial and Regional colours and awards, and to make recommendations to Aero Club in respect of International and National colours and awards.
m) To give members the advantage of collective representation and control in all matters of importance in the furtherance of the objectives of MISASA.
n) MISASA shall be non-political and not exercise any gender, racial, or religious discrimination.
5. Income:
The income and property of MISASA when so ever derived shall be applied solely towards the promotion of the objectives of MISASA as set forth in this Constitution; and no part of it shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of MISASA, provided that nothing contained herein shall prevent the payment to any officer or servant of MISASA or to any member of MISASA in return for any services actually rendered to MISASA.
6. Dissolution:
a) The Liability of members is limited. No member of MISASA shall be responsible to contribute to the assets in the event of MISASA being wound up, during the time he/she is a member or any time afterwards.
b) If, upon the winding up or dissolution of MISASA, there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of MISASA, but shall be given or transferred to some other institution or institutions having objects similar to the objects of MISASA, at or before the time of dissolution, and in default thereof, to the Aero Club.
7. Membership:
Members shall be individual members who have been admitted to the association as prescribed below and have paid the annual MISASA subscription fee as determined from time to time.
8. Admission:
a) All applications for membership shall be in writing, by eMail or in conformance with the form prescribed from time to time by the Executive Committee including the use of electronic / internet based enablers.
b) Membership commences from the time that the application is accepted by MISASA and when all annual levies and/or annual fees and/or annual subscriptions have been paid to MISASA and accounted for.
c) No candidate shall be accorded membership unless he/she complies with all conditions attaching to such membership, as provided in these rules.
d) Save as in these rules and or as elsewhere provided, a member shall be entitled to the rights and privileges and be subject to all the duties of membership.
9. Termination:
a) Membership shall terminate where the individual resigns from the Association.
b) Membership shall automatically terminate when any member whose annual subscription and/or levy and/or annual fee remains unpaid in full for a period exceeding 3 calendar months after such amount became due and payable.
c) Membership is terminated if a member is expelled, as provided for in these rules.
d) Membership may otherwise be terminated as the rules provide.10. Rights and Privileges of Members:
a) Every member shall be entitled, subject to the provisions of this Constitution and particularly to Rules (b) and (c) below and to any regulations and or by-laws for the time being in force and made by the Executive and/or General Committee as hereinafter provided, to all the rights and to be subjected to all the duties of a member of MISASA.
b) The Executive and/or General Committee shall have the power and duty to enquire into any allegation against a member regarding misconduct or any act of omission which, in the opinion of the Executive and/or General Committee, is prejudicial to the interests of MISASA or any of the objectives for which MISASA exists. For the purpose for so enquiring the Executive and/or General Committee may call before it any member against whom the allegations are made. If, upon so enquiring, the Executive and/or General Committee finds such allegation of misconduct to have been established, then it may caution such member and/or suspend or expel such member from MISASA, or require him to resign from MISASA. A member expelled under this article shall forfeit all right in any claim upon the Association and its property, and shall not be entitled to reclaim any unexpired portion of any subscription, fee, or levy. The Executive and/or General Committee shall have the right to suspend any member pending investigation by that Committee of any allegations of any such misconduct.
c) If any member shall be convicted of any offences which, in the opinion of the Executive and/or General Committee, makes it undesirable for MISASA to continue such members membership, or being engaged in any profession shall on account of misconduct be prohibited by the governing body of such profession, or by courts, from continuing to practice or operate under their regulations, then such member may be declared by the Executive and/or General Committee to have ceased to be a member of MISASA, and in that event shall forfeit all rights in and claims upon MISASA and their property, save that upon application being made by such member to the Executive and/or General Committee stating the cause of such conviction or prohibition aforesaid, as the case may be, such member may be re-admitted and restored to his former rights by the Executive and/or General Committee in its absolute discretion.
d) In the conduct of such duties required by the provisions of this paragraph the Executive and or General Committee shall be entitled to appoint a sub-committee to perform such duties envisaged above and to advise such committee who shall take the final decision in these matters.
11. Relationship to the Aero Club of South Africa:
MISASA shall abide by the Rules and Regulations and Articles of Association of the Aero Club as defined from time to time.
•12. MISASA General Committee:
•a) The MISASA General Committee shall be elected annually at the AGM. The Committee shall hold office for one year or until the following AGM. Members of the Committee shall be MISASA members in good standing.
•b) Nominations for the committee of members who will not be present at the AGM shall be received in writing or by eMail by the secretary of MISASA prior to the commencement of the AGM. Nominations shall be in writing or by eMail and must be signed ( electronically copied versions of signed documentation shall be acceptable for this purpose) by two MISASA members in good standing and the nominee.
•c) Nominations at the AGM will only be accepted if agreed to by the nominee and if seconded by two members in addition to the proposer.
•d) Each member of the outgoing committee shall automatically retire and be nominated for re-election unless they notify the secretary in writing, by email or in person at or before the AGM that they will not be eligible for re-election
•e) Should there be more than one incumbent for any position on the Committee a vote will take place at the AGM to determine the incumbent.
•f) Only MISASA members in good standing may vote in any election. Members may exercise their vote by post, by email, by proxy or in person at the meeting.
•g) General Committee and Executive Committee matters
•The General Committee shall consist of not less than four and not more than fifteen members.
•The General Committee shall consist of an Executive Committee .
•The Executive Committee shall, at least, include the positions of Chairman, Vice Chairman, Treasurer, Head of Training and Licencing, Technical Officer, Safety Officer, Public Relations Officer, Events Officer, Competitions Officer, Development Officer, Communications Officer, Publications Officer and such other persons as the balance of the Executive Committee and or the Chairman may invite on an ad hoc basis to join the Executive Committee.
•Each Executive Committee member shall in advance of any meeting of the committee be permitted to motivate for the approval of the committee for the attendance and or reimbursement of costs incurred by a duly appointed shadow, deputy or ordinary member or such other person who is required to formally propose a matter to a meeting of the committee
•The balance of positions on the General Committee will be held by other ad hoc appointments that the Executive Committee approve for appointment to the General Committee.
•If there are not sufficient members or shadow committee members appointed at an AGM to the Executive or General Comittees then the Executive Committee may co-opt members to the defined or other positions that remain unfilled.
•In the case of Shadow Committee appointments such appointments may be delegated to each Executive Committee member by the General Committee or by the AGM.
•One or more Shadow Committee members may be appointed to assist with the responsibilities of each Executive Committee member who shall be entitled to agree an appropriate title for the position so held and which may include but not be limited to the title, Shadow, Deputy or Scribe.
•The General Committee may from time to time consider for adoption guidelines, regulations and or by-laws on what may constitute appropriate or inappropriate behavior by a member that may or may not lead to a cautionary letter or disciplinary action as inter alia envisaged in paragraph 10 above.
•h) The Chairman should not have any commercial involvement in microlighting.
•i) Should any position on the Executive or General Committee become vacant during the year the Executive Committee may co-opt a person to fill the vacancy.
•j) Voting shall be secret and the election procedure shall be determined by the Executive Committee.
•k) A quorum of the General Committee shall be a minimum of four members.
•l) Members of the General Committee who have a commercial interest in any decision shall declare their interest and not vote on such a decision.
•m) Meetings of the General Committee shall be held at least four times per year. Each member of the Executive Committee is required to attend at least two General Committee meetings during the year (and not miss more than two meeting consecutively). Failure to comply with this requirement shall result in relinquishment of the post.
•n) Meeting may be conducted in part or completely by e-mail, telephone or other electronic/digital etc means provided proper minutes are taken and distributed to the General Committee. After approval the minutes may be published on the MISASA web page, e-mail newsletter or magazine which publication shall be at the discretion of the Chairman or any two Executive Committee members.
13. Powers and Authority of the General Committee:
a) The General Committee shall have the authority and power to carry out any acts to further the Principal Objectives and Subsidiary Objects of MISASA as defined above.
b) Where decisions are taken which affect a particular region or Flying Club, this shall be taken after consultation with that Flying Club Chairmen and or any declared and directly affected aviation stakeholders so determined by way of their notice to their Flying Club Chairman and to MISASA of their interest in this matter. Such Flying Club Chairmen and stakeholders shall be paid up members of MISASA. The Chairman of MISASA shall be entitled to waive this requirement for a decision that is to be taken at any General Committee meeting. Consultation shall be deemed to include an eMail to the Flying Club Chairmen and stakeholders to the address held by MISASA in it’s records, if any. Should an email address not be held then the method of consultation, if any, shall be at the discretion of the Chairman.
14. MISASA General Committee:
a) The Shadow Committee may consist of one member for each of the Executive Committee.
b) The nomination and election rules for the Shadow committee shall be the same as for the General Committee.
c) The role of the Shadow Committee shall be to provide training and exposure for the members considered to succeed to positions on the Executive Committee. Shadow Committee members shall assist the Executive Committee members in their functions
15. Chairman’s Council:
a) The Chairman’s council shall consist of the following members:
MISASA Chairman
General Manager of the Aeroclub
Seven elected Members
The elected members shall be elected by virtue of their experience and long term involvement in Microlighting and Light Sport Aeroplane flying. The elected members must not have any commercial involvement in Microlighting and Light Sport Aeroplane flying and should be representative of the major regions. Members may be members of other committees.
a) The nomination and election rules for the Chairman’s Council shall be the same as for the General Committee
b) The role of the Chairman’s Council shall be to provide advice to the General Committee and the Executive Committee. In the event of a dispute arising between a member and the MISASA committee, the Chairman’s Council may be requested by the member to review the situation and make a recommendation to the committee. The General Committee shall then reach a final decision after taking the recommendation into consideration.
b) Members of the Chairman’s Council are not required to attend formal committee meetings, but should be available for discussions from time to time.
16. Annual General Meeting:
a) An Annual General Meeting shall be held annually to receive the reports of the Executive Committee and to elect office bearers for the coming year and deal with any other business of relevance to MISASA members in general.
The AGM shall be held on a date within three months prior to the AGM of the Aero Club. Notice of the AGM shall be published in the Microflight Africa Magazine or by way of being posted on the website and or such other electronic bulletin board as MISASA may from time to time maintain or by way of being circulated by eMail or by other means to all paid up members that have provided eMail address to MISASA at least one month prior to the meeting date. An agenda for the meeting shall be published on the MISASA web site prior to the commencement of the AGM and be made available at the AGM.
17. Special General Meetings:
a) The Executive Committee may call a Special General Meeting of MISASA at any time, by giving one month’s notice on the website, in the Microflight Africa magazine, any other MISASA electronic bulletin board or by way of notice to available eMail addresses to paid up members.
b) On receiving a petition signed by twenty per centum (20%) of the MISASA members in good standing, the General Committee shall call a Special General Meeting as in a) above, to take place within two months of the petition being delivered to the committee.
18. Nothing in this constitution shall be construed so as to not require signatures in respect of electronic notifications where required by the constitution except that such signatures shall be sufficiently evidenced by way of a digital representation (scan, photo or other) on an eMail or attachment thereto.
19 Amendments to the Constitution:
a) This Constitution may be amended at an AGM or other Special General Meeting by a vote of two thirds of the members present.
All amendments to this constitution must be recorded in the MISASA ARO Manual of Procedure.At an AGM, written proposals for amendments to the constitution shall be accepted and the  constitution shall be so amended provided that two thirds of the members present at the AGM approve the submission of the amendments for decision to the membership, by majority electronic ballot, hosted at or such other website as may be considered, by the Chairman, to be appropriate and which ballot shall be open to the membership for a period of 30 days before the adoption of such amendments.
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