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Draft MISASA Constitution as amended for proposal to the 2016 AGM

DRAFT MISASA CONSTITUTION
To be put to the 2016 AGM for discussion and finalisation as a proposal to the membership at a Special General Meeting on a date to be finalised at the AGM.
A tentative date for the SGM is 8 June 2016.
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
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.
4. Objectives
a. To maintain this association of pilots under the auspices of the FAI and the Aero Club to be the Aviation Recreation Organisation, in terms of part 149 of the Civil Aviation Regulations, officially representing the pilots of weight shift microlights, three axis microlights and light sport aircraft whilst operating as a Member Association of the Aero Club that abides by the Memorandum of Association and Articles of Association of the Aero Club.
b. To encourage and promote microlight and light sport aviation in South Africa by, inter alia, organising flying events, competitions and by participating in the running of the Aero Club, so as to ensure that they 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.
c. To suggest, advise upon and oversee the aviation related activities of members and to apply disciplinary procedures where required as per the Association’s Manual of Procedure.
d. To advise the Director of Civil Aviation and/or any other relevant authority such as the body designated in terms of the Civil Aviation Act on matters relating to its oversight as contemplated in paragraph 4(c) above and/or on matters that may have a direct or indirect impact upon the safe operation of aircraft by members.
e. To carry out from time to time such other activities as may be agreed with the Director for Civil Aviation or the body designated in terms of the Civil Aviation Act.
f. To advance and protect the interests of all members of the Association.
g. To create competitive opportunities and to regulate competitions at local, national and international levels.
h. To communicate and provide relevant information to all members of the Association.
i. To encourage air mindedness, safety, aviation excellence, responsible and accountable airspace governance, measurable service delivery and accountability, so as to give a collective voice to the interests and rights of pilots and enthusiasts alike, and to acknowledge and recognise aviation excellence or tardiness through the granting of appropriate awards and designations by holding, inter alia, lectures, demonstrations and exibitions.
j. To promote safety amongst the members of the Association.
k. To offer advice to the members of the Association.
l. To control the awarding of provincial and national colours and to make recommendations to the Aero Club in respect of international and national colours and awards.
m. To not exercise any gender, racial or religious discrimination towards it members.
n. 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.
o. Maintain membership and external communication channels via print and electronic media enablers as may be approved by the Executive Committee from time to time including, when it is practical and deemed necessary, by extending an invitation to members to attend committee meetings as observers.
p. 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.
5. Income and Finances
a. 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.
1. 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.
2. To employ and remunerate clerical staff and any such other staff or consultant or service as may be required from time to time.
3. To set up and carry on, in any part of South Africa, MISASA amenities and premises.
4. 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.
5. To fund, co-operation, association or affiliation with any other similar body engaged in fulfilling the objectives of MISASA as may be considered advisable from time to time.
6. To do all such things as are incidental or conducive to the attainment of any of the above objectives.
b. Finances:
1. All expenses paid out during the year, shall be notified to all the Executive Committee members and will be approved by at least two members of the Executive Committee.
2. The annual financial statements of MISASA will be presented at the Annual General Meeting.
3. The annual financial statements will be adopted, at the Annual General Meeting, as a true reflection of the current year’s financial transactions. Any member shall have the right to enquire about anything recorded in the statements at the Annual General Meeting.
4. After adoption of the annual financial statements at the Annual General Meeting, the annual financial statements shall be included in the minutes of the meeting and will be recorded in the official minute book of the association.
5. It shall not be necessary for MISASA to have the annual financial statements audited.
6. Legal capacity
All assets and income will be used to further the objectives of MISASA and no portion thereof shall be paid or transferred to the members of MISASA, but this will in no way prevent the bona-‐fide remuneration to any person or member in return for services rendered to MISASA or re-‐imbursement to any member of MISASA.
7. Liability of members
The liability of members shall be limited to the amount of the relevant unpaid membership fee due by such member of MISASA. No member shall be personally liable for any debts or legal liability of the Association.
8. Membership
a. Members are individuals who have been admitted to the association as prescribed below and who have paid the annual MISASA subscription fee as determined from time to time.
b. All applications for new membership to MISASA shall be in writing, electronic or otherwise, on the application form and will be vetted by the Executive Committee.
c. Membership commences, after confirmation of receipt of the annual subscription fee, from the time that the application for membership is accepted by MISASA.
d. No applicant shall be given membership unless they comply to the terms and conditions of this Constitution and the Manual of Procedure for MISASA.
e. As a member of MISASA, they shall be entitled to all the rights and privileges of such membership.
f. The Executive Committee may refuse any application for membership without assigning any reason, and any fees paid would then be refundable.
9. Termination of membership
a. Membership shall be terminated automatically under the following conditions:
i. Upon receipt of a written resignation;
ii. Non-‐payment of annual subscription fees within 3 calendar months after due date;
iii. When the member is expelled from the Association by the Executive Committee in terms of the Association’s Manual of Procedures;
iv. On the death of the member; or
v. Termination as provided by the rules.
b. In the event of cessation of membership, all subscriptions paid shall be forfeited to the Association.
10. Rights and privileges of Members
a. Every member shall be entitled to all the rights of a member of MISASA and will be subject to the provisions of this Constitution and the Manual of Procedure of MISASA to which it is attached.
b. The Executive Committee, or any other approved disciplinary structure created for this purpose, 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 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 Committee, or any other disciplinary structure, may call before it any member against whom the allegations are made. If, upon so enquiring, the Executive Committee finds such allegation of misconduct to have been established, then it may caution, suspend or expel such member from MISASA, or require the member’s resignation. A member expelled under this rule shall forfeit all rights in any claim upon the Association and its property, and shall not be entitled to reclaim any unexpired portion of any subscription fee. The Executive Committee shall have the right to suspend any member pending an investigation by the Executive Committee of any allegations of any such misconduct.
c. In the conduct of such duties required by the provisions of this paragraph, the Executive Committee, or any other disciplinary structure created for this purpose, shall be entitled to appoint a sub-‐committee to perform such duties envisaged above and to advise the Executive Committee, or any other disciplinary structure created for this purpose, of their findings. The Executive Committee shall then take the final decision on the matter.
d. All members will have the privilege of group representation by Aero Club and MISASA on all forums, legal entities and other, where MISASA has representation.
11. Relationship to the Aero Club of South Africa
MISASA shall abide by the Constitution and Manual of Procedures of the Aero Club.
12. Executive Committee
a. The Executive Committee shall consist of not less than five and not more than fifteen members.
b. The Executive Committee shall, at least, include the positions of Chairman, Treasurer, Training, Technical and Safety. Other posts on the Executive Committee include External Public Relations, Internal Communications, Development and Publications.
c. The MISASA Executive Committee shall be elected annually at the Annual General Meeting. The Executive Committee members shall hold office for one year or until the following Annual General Meeting. Members of the Executive Committee shall be MISASA members in good standing.
d. A nomination for membership of the Executive Committee, that is not present at the Annual General Meeting shall be received in writing or by email by the secretary of MISASA prior to the commencement of the Annual General Meeting. Nominations must be signed by two MISASA members, who together with the nominee, are to be in good standing. Electronically copied versions of signed documentation shall be acceptable for this purpose (see 17 below). Nominations at the Annual General Meeting will only be accepted if agreed to by the nominee and if seconded by two members.
e. Each member of the outgoing Executive Committee shall automatically retire and be available for re-‐election unless they have previously notified the Executive Committee, in writing or in person at or before the Annual General Meeting, that they will not be available for re-‐election.
f. Should there be more than one member nominated for any position on the Executive Committee, a vote will take place, by show of hands at the Annual General Meeting unless there is an objection to this method, to determine the person for the position.
g. Only MISASA members in good standing may vote in person in any election for changes to the constitution or for the election of office bearers.
h. The Executive Committee has the power to co-‐opt members in good standing to fill positions that might not have been voted for at the Annual General Meeting.
i. MISASA members voted onto the Executive Committee without a specific portfolio will assist Executive Committee members with their portfolios.
j. The Executive Committee shall at its first meeting elect from amongst the members of the Executive Committee a Chairman.
k. Should any position on the Executive Committee become vacant during the year, the Executive Committee has the power to co-‐opt a person to fill the vacancy.
l. A quorum of the Executive Committee shall be a minimum of four members.
m. Members of the Executive Committee who have a commercial interest in any decision made by the Executive Committee shall declare their interest and not vote on such a decision.
n. Meetings of the Executive Committee shall be held at least four times per year. At least one of these meetings should be a round the table meeting where important decisions are made. Skype meetings can be used to make up the remaining Executive Committee meetings and any other meeting required where decisions are made. Each member of the Executive Committee is required to attend at least two meetings and not miss more than two meetings consecutively without an apology. Failure to comply with this shall result in relinquishment of the post.
o. Committee decisions and discussions can be hosted on the MISASACom Internet group, which is a closed group for the sole purpose of communications between Executive Committee members.
p. A copy of the Minutes of all Executive Committee meetings, signed by the Chairman, are to be held by the Chairman in an official minute book which shall be handed to any succeeding Chairman.
q. The minutes of any MISASA Executive Committee meeting may, at the discretion of the Executive Committee, be published on the MISASA website.
13. Powers and Authority of the Executive Committee
The Executive Committee:
a. Shall have the authority and power to carry out any acts to further the objectives of MISASA.
b. Shall manage and deal with all the business and related matters of MISASA.
c. May acquire, hire or dispose of property, borrow money on the security of the assets of the Association and accept and administer any donation.
d. Shall determine the subscriptions to be paid by the members.
e. Each member of the Committee may appoint a deputy, who is a member in good standing and whom will serve as an official deputy to the excecive committee member for the remainder of his term in office or until such time as the committee member terminates such appointment.
f. All deputy executive committee members may attend committee meetings, at the expense of MISASA, at the discretion of the Chairman.
14. Annual General Meeting
a. An Annual General Meeting shall be held annually within three months prior to the Aero Club Annual General Meeting to:
i. Approve the minutes of the previous Annual General Meeting.
ii. Receive the reports of the Executive Committee.
iii. Review and adopt financial reports for the past year.
iv. Elect office bearers for the coming year.
v. Deal with any general matters arising of relevance to MISASA members.
b. Notice of the AGM will be made to all paid up members in one or more of the following ways at least one month prior to the meeting date:
i. Published on the MISASA official website; www.misasa.co.za.
ii. Electronic bulletin boards e.g. Avcom and Microlighters forum.
iii. Bulk emails to members.
iv. Bulk sms to members.
c. An agenda for the meeting shall be published on the MISASA web site prior to the commencement of the Annual General Meeting and be made available at the Annual General Meeting.
d. A quorum at the Annual General Meeting shall be a minimum of four members in good standing.
e. A copy of the Minutes of an AGM, signed by the Chairman, are to be held by the Chairman in an official minute book which shall be handed to any succeeding Chairman.
f. The official minute book of MISASA shall be available to any paid up member of the association at an Annual General Meeting.
15. Special General Meeting
a. The Executive Committee may call a Special General Meeting of MISASA at any time, provided such proposal is supported by two thirds of the Committee and by giving one month’s notice using the methods in 12(b) to paid up members.
b. On receiving a petition signed by twenty per centum (20%) of the MISASA members in good standing, the Executive Committee shall call for a Special General Meeting as in (a) above, to take place within two months of the petition having been delivered to the Executive Committee.
c. A quorum at any Special General Meeting shall be a minimum of four members in good standing.
d. A copy of the Minutes of ang Special General Meeting, signed by the Chairman, are to be held by the Chairman in an official minute book which shall be handed to any succeeding Chairman.
16. Amendments to the Constitution
a. Notice of any amendment of the Constitution at an Annual General Meeting or Special General Meeting will be notified to members using at least one of the methods stated in 12(b) above and such notice shall be given at least one month prior to the meeting date.
b. This Constitution may only be amended at an Annual General Meeting or Special General Meeting by a vote of two thirds of the members present.
17. Dissolution
a. The liability of members is limited
b. No member of MISASA shall be responsible to contribute to the assets in the event of MISASA being wound up, during the time of being a member.
c. If, upon the winding up or dissolution of MISASA, there remains, after satisfaction of all its debts and liabilities, any property whatsoever, same shall not be distributed amongst the current members of MISASA, but shall be transferred to some other association of pilots having similar objectives, and if there should be no such association, the Aero Club.
18. Notification, Electronic Signatures and Voting at Meetings Other Than Meetings Physically Attended
a. Nothing in this constitution shall be construed so as to require original signatures in respect of electronic notifications except that such signatures shall be sufficiently evidenced by way of a digital representation (scan, photo, fax or other) on an eMail or attachment thereto. By way of an example a signed and faxed or e-mailed copy of an appointment or proxy nomination shall be accepted.
b. 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 nominated technology enabler permits. Voting shall stand open for a period equivalent to that considered normal at a physical meeting.

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