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MISASA CONSTITUTION Microlight and Light Sport Aeroplane Association Of South Africa Date of Adoption: As adopted by the MISASA 2013 AGM 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. Vision and Objectives 3.1 Our Vision is of a world in which we capture the emotion and soul of the early days of flight and in which together we work to give voice to enhanced sophistication in safe recreational aviation whilst advocating the collective interests of our membership. 3.2 Our Principal Objectives include: 3.2.1 To encourage, develop and promote private and sporting Microlight and Light Sport aviation throughout the Republic of South Africa. 3.2.2 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. 3.2.3 To participate in the running of the Aero Club, so as to ensure that they (Note that our members provide significant financial support to the Aero Club) maintain interfaces with stakeholder structures such as the CAA, RAASA, Weather Services, Dept of Sport & Recreation, FAI via CIMA, Air Traffic Services etc and that they liaise and co-operate with Government, Provincial and Municipal Departments and other bodies in the furtherance of our objectives. 3.2.4 To encourage air mindedness, safety, aviation excellence, responsible and accountable airspace governance, measurable service delivery and accountability and to give a collective voice to the interests and rights of pilots and enthusiasts alike. 3.2.5 To acknowledge and recognise aviation excellence and tardiness through the granting of appropriate awards and designations. 3.2.6 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. 3.2.7 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 above and or on matters that may have a direct or indirect impact upon the safe operation of aircraft by members. 3.2.8 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. 3.3 Our Subsidiary Objectives In the furtherance of the aforesaid principal objectives, the following subsidiary objectives shall, inter alia, be progressed: To encourage the establishment of Microlighting and Light Sport Aeroplane Clubs in the Republic of South Africa, however and wherever may be thought fit. To popularise Microlighting and Light Sport Aeroplane flying by encouraging members to provide and /or maintain facilities for student pilots to obtain such licenses and ratings as are or may be granted by a duly constituted authority under the Air Navigation Act. To promote and/or participate in, administer and/or 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. To hold or arrange for aviation related events, meetings, competitions and/or other meetings/events and to offer and to grant or contribute towards the provision of prizes, awards and distinctions. To establish and maintain sound relations with similar member associations in neighbouring countries. To work towards securing volume and other related discounts and benefits that are to be passed on to the membership. To secure membership regalia from time to time which may include items such as caps, flight suit badges, vehicle badges, renewal date stickers and or sundry aircraft stickers/cautionary notices. To provide a variety of regalia in our online store at www.misasa.co.za where suppliers are invited to showcase products that they offer at a discount to our member. Maintain membership and external communication channels via print and electronic media enablers including:
3.3.9.1 A quarterly 52 page full colour magazine. 3.3.9.2 A website and an open facebook page. 3.3.9.3 Support to appropriate chat forums. 3.3.9.4 An annual ±3 hour DVD “Flying African Skies.” 3.3.9.5 An events calendar that is not restricted to aircraft type. 3.3.9.6 An e-mailed Newsletter. 3.3.9.7 By extending an invitation to members to attend committee meetings as observers when it is practical and deemed necessary. 10. To promote air mindedness and safety of the air amongst the members of MISASA and others, and to hold lecturers, demonstrations and exhibitions. 11. 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. 12. 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. 13. To employ and remunerate clerical staff and any such other staff or consultant or service as may be required from time to time. 14. To set up and carry on, in any part of South Africa, MISASA amenities and premises. 15. 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. 16. To co-operate, associate or affiliate with any other similar body engaged in fulfilling the objectives of MISASA as may be considered advisable from time to time. 17. To do all such things as are incidental or conducive to the attainment of any of the above objectives. 18. 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. 19. To give members the advantage of collective representation through the appointment of designated office bearers who will be guided by the objectives of MISASA in the conduct of their representative duties. 20. MISASA shall be non-political and not exercise any gender, racial, or religious discrimination. 4. 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. 5. Dissolution 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. 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.
6. Membership: Members shall be individual members who have been admitted to the association as prescribed below and who have paid the annual MISASA subscription fee, which falls due on 1 January, for the MISASA calendar year which runs from 1 January to 31 December. A new member’s membership fees shall fall due on the date that he/she is admitted to membership. 7. Admission 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. 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. No candidate shall be accorded membership unless he/she complies with all conditions attaching to such membership, as provided in these rules. 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.
8. Termination Membership shall terminate where the individual resigns from the Association. 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. Membership is terminated if a member is expelled, as provided for in these rules. Membership may otherwise be terminated as the rules provide.
9. Rights and Privileges of Members: Every member shall be entitled, subject to the provisions of this Constitution and to any regulations and or by-laws for the time being in force and made by the Committee as hereinafter provided, to all the rights and to be subjected to all the duties of a member of MISASA. The 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 Committee, is prejudicial to the interests of MISASA or any of the objectives for which MISASA exists. For the purpose for so enquiring the Committee may call before it any member against whom the allegations are made. If, upon so enquiring, the 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 Committee shall have the right to suspend any member pending investigation by that Committee of any allegations of any such misconduct. If any member shall be convicted of any offence/s which, in the opinion of the Committee, makes it undesirable for MISASA to continue such members membership then such member may be declared by the 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 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 Committee in its absolute discretion. In the conduct of such duties required by the provisions of this paragraph the 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.
10. 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. MISASA Committee The MISASA 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. Nominations for the committee 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 by the nominee. 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. Each member of the outgoing committee shall automatically retire and will be eligible to stand for re-election on the same basis as other members. 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. 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. Votes cast other than in person shall be sent to the Treasurer whose record of receipt shall be final as to such a vote having been sent.
Committee Structure and Operations The Committee shall consist of not less than four and not more than fifteen members. The 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, Membership Administration and Communications Officer, Publications Officer and such other persons as a majority of the Committee and or the Chairman may invite on an ad hoc basis to join the Committee. Each 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 or report on a matter to a meeting of the committee. The balance of positions on the Committee will be held by other ad hoc appointments that the majority of the Committee approve. If there are not sufficient members appointed at an AGM to the Committee then the Committee may co-opt members to the defined or other positions that remain unfilled. One or more Shadow Committee members may be appointed to assist with the responsibilities of each 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 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. The Chairman should not have any commercial involvement in microlighting and members of the committee shall not be in the employ of aviation related legislative or regulatory entities however the latter may be appointed to the Chairman’s Council. Should any position on the Committee become vacant during the year the Committee may co-opt a person to fill the vacancy and the voting procedure shall be determined by the Committee from time to time. A quorum of the Committee shall be a minimum of four members. Members of the Committee who have a commercial interest in any decision shall declare their interest if this has not already been so declared and they shall not vote on such a decision. Meetings of the Committee shall be held at least four times per year. Each member of the Committee is required to attend at least two Committee meetings during the year (and not miss more than two meeting consecutively). Failure to comply with this requirement shall result in automatic relinquishment of the post. 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 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 Committee members.
Duties, Powers and Authority of the Committee The Committee shall be charged with the fiduciary duty of upholding the best interests of the membership as are outlined in this constitution. The Committee shall have the authority and power to carry out any acts to further the Objectives of MISASA as defined above. The Committee shall after an AGM or after the resignation of a duly elected Chairman, by majority decision appoint a new Chairman who shall have been a member of the committee for a minimum period of one calendar year prior to such appointment. Once appointed the Chairman shall hold office until the next AGM. The Committee shall approve a Shadow committee member’s appointment given that this is proposed by a committee member and such appointment shall be approved given that it carries the support of a majority of the Committee. The Committee shall approve a set of Annual Financial Statements consisting of a Balance Sheet and an Income and Expenditure Account together with an Assets Register for the previous financial year for submission to the AGM for ratification. The Committee shall consider the budgets of each Committee member for the year ahead at the first meeting after the AGM and shall approve so much of a proposed budget as it shall deem fit. The Treasurer shall be authorised to pay for any expenditure that has been approved by the Committee as a part of an approved budget given that he obtains the approval of two Committee members and whose approval shall be recorded as the authorising officers in a payments register. The Treasurer shall be authorised to pay for any expenditure that has not been approved by the Committee as a part of an approved budget given that he obtains the approval of a majority of the Committee members and whose approval shall be recorded as the authorising officers in a payments register. The Committee shall receive and deliberate the latest income and expenditure accounts presented by the Treasurer at each physical committee meeting. The Committee shall be entitled to inspect such payments registers at each physical committee meeting and the Chairman shall sign these registers to signify that the committee has been appraised by the Treasurer of the income and expenditure incurred and or received for the period under review and that he/she has audited the recorded income and expenditure. The Committee shall not be required to submit the financial records of MISASA to an external third party audit however the Chairman may, at his discretion, so require such an audit, should he so deem it fit and if so he shall define the nature and extent of the audit to be conducted by a person whom he shall appoint, as the expense of MISASA. 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 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. The Role of the MISASA Shadow Committee Members The role of the Shadow Committee shall be to provide training and exposure for these members on the management of MISASA and in additional they will assist the Committee members in their functions. 15. Chairman’s Council 15.1 The Chairman’s council shall consist of the following members: 15.1.1 MISASA Chairman 15.1.2 General Manager of the Aeroclub 15.1.3 Seven elected Members 15.2 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 and or they may be in the employ of legislative or regulatory aviation related entities. 15.3 The nomination and election rules for the Chairman’s Council shall be the same as for the Committee 15.4 The role of the Chairman’s Council shall be to provide advice to the 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 Committee shall then reach a final decision after taking the recommendation into consideration. 15.5 Members of the Chairman’s Council are not required to attend formal committee meetings, but should be available for discussions from time to time. 15.6 The Chairman shall at his discretion formulate a Chairman’s Council and the council shall meet at the discretion of the Chairman. 16. Annual General Meeting 16.1 An Annual General Meeting shall be held annually to receive the reports of the Committee and to elect office bearers for the coming year and deal with any other business of relevance to MISASA members in general. 16.2 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, a MISASA Newsletter or by way of being posted on the MISASA 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. 16.3 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 17.1 The Committee may call a Special General Meeting of MISASA at any time, by giving one month’s notice on the MISASA 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. 17.2 On receiving a petition signed by twenty per centum (20%) of the MISASA members in good standing, the 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. Electronic Signatures and Voting at Meetings Other Than Meetings Physically Attended. 18.1 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. 18.2 At technology enabled meetings where one’s presence is enabled by computer, telephone or other device the proceedings shall be conducted as if the meeting was held at a physical venue. Voting shall be by Instant Message or by such other means as the technology permits. Voting shall stand open for a period equivalent to that considered normal at a physical meeting. 19. Amendments to the Constitution: 19.1 The Committee may propose amendments, in whole or in part, to the constitution provided such proposal is supported by two thirds of the Committee. 19.2 The approved Constitution, at any point in time, may be amended at an AGM or other Special General Meeting by a vote of two thirds of the members present. 19.3 All amendments to the constitution must be recorded in the MISASA ARO Manual of Procedure. 19.4 At an AGM, written proposals by a member for amendments to the constitution shall be accepted without notice 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 by the membership, by majority vote cast by electronic ballot or by return of a signed e-mail within 30 days of the matter being e-mailed to the full paid up membership at the e-mail addresses held on file. 19.5 At an AGM, written proposals sent to the full paid up membership at the e-mail addresses held on file 30 days before the AGM or Special General Meeting shall be eligible for adoption given that two thirds of the members present in person or by proxy vote in favour of such changes being adopted.
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