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Final Proposed MISASA Constitution to be put to the SGM on 4 June

Notice of the SGM to cosider the Constitution below was e-mailed to all members on 27 April 2016.
If you did not receive the e-mail then please contact and provide us with contact information confirmation.
Constitution of the
Microlight and Light Sport Aeroplane Association of South Africa
An Aviation Recreation Organisation
"AeCSA" means the Aero Club of South Africa, being a non-profit company with limited liability with registration number 1936/07537/08;
"ARO" means an aviation recreation organisation in terms of Part 149 of the Civil Aviation Regulations;
"CAA" means the Civil Aviation Authority of South Africa, a Schedule 3A public entity in terms of the Public Finance Management Act 1 of 1999;
"Civil Aviation Regulations" means the Civil Aviation Regulations, 2011 pursuant to the Civil Aviation Act 13 of 2009;
"Constitution" means this Constitution;
"FAI" means the Fédération Aéronautique Internationale which is the world governing body for air sports and aeronautics;
"Manual of Procedures" means a manual of procedures of an ARO in terms of Part 149 of the Civil Aviation Regulations as read with the South African Civil Aviation Technical Standards, SA-CATS 149 and more specifically that of AECSA; 
Member Association" means a sub-section of the Aero Club of South Africa;
"MISASA" means the Microlight and Light Sport Aeroplane Association of South Africa, an ARO in terms of Part 149 of the Civil Aviation Regulations;
NTC” means non-type certified
"RAASA" means the Recreation Aviation Administration of South Africa;
"Weather Service" means the South African Weather Service (SAWS) which is the meteorological service under the South African government's Department of Environmental Affairs and Tourism.
1          Name:
The name of the Association is “The Microlight and Light Sport Aeroplane Association of South Africa”.
2.        Registered office:
The registered office of MISASA will be the registered office of the AeCSA.
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 enhance 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 AeCSA to be an ARO, in terms of Part 149 of the Civil Aviation Regulations, representing pilots of weight shift microlights, three axis microlights and light sport aircraft whilst operating as a Member Association of AeCSA that abides by the Memorandum of Association and Articles of Association of the AeCSA.
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 AeCSA Manual of Procedures.
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 of the Civil Aviation Authority or relevant regulatory authority designated in terms of the Civil Aviation Act.
f.          To advance and protect the interests of all members of MISASA.
g.         To create competitive opportunities and to regulate competitions at local, national and international levels.
h.         To communicate relevant information to all members of MISASA.
i.                      To encourage: air mindedness, safety in aviation, aviation excellence, responsible and accountable airspace governance by the designated regulatory and legislative authorities, 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 through the granting of appropriate awards and designations by holding, inter alia,  lectures and exhibitions.
j.          To offer advice to the members of MISASA.
k.         To regulate and administer the awarding of provincial and national colours and to make recommendations to AeCSA in respect of international and national colours and awards.
l.          To promote fair and objective and antidiscriminatory measures and standards towards MISASA members.
m.        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.
n.         To promote clarity and transparency in the organisation.
o.         To 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 and, when it is practical and deemed necessary,  by extending an invitation to members to attend Executive Committee meetings.
5.        Finances
a.         The income and property of MISASA, however so derived, shall be applied solely towards the promotion of the objectives of MISASA as set forth in this Constitution. No funds shall be paid or transferred directly or indirectly, including by way of dividend or otherwise howsoever derived, to any member of MISASA, except the payment to any officer or servant of MISASA or to any member of MISASA in return for any services actually rendered to MISASA.
b.         To invest and apply any moneys not immediately required for the purpose of administering MISASA in such a manner as the Executive Committee may from time to time think fit.
c.         To employ and remunerate clerical staff and any such other staff or consultant or service as may be required from time to time.    
d.         To establish and maintain, in any part of South Africa, MISASA amenities and premises.
e.         To generally provide as best as possible all facilities which are deemed necessary for the assembly and entertainment of MISASA members and guests, and which are necessary and desirable for the holding of functions that target and promote aviation awareness.
f.          To fund co-operation, association or affiliation with any other similar body engaged in fulfilling the objectives of MISASA as may be considered desirable from time to time.
g.       To do all such things as are incidental or conducive to the attainment of any of the above objectives.
h.         The Executive Committee shall be notified of all expenses paid out during the year and must be approved by at least two members of the Executive Committee.
i.          The Executive Committee shall receive and deliberate the latest income and expenditure accounts presented by the Treasurer at each physical committee meeting. The Executive 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 Executive 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.
j.          The Executive 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.
k.         It shall not be necessary for MISASA to have the annual financial statements audited.
l.          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.
m.        After approval 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.
n.         The Executive Committee shall consider the budgets of each Executive 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.
6.         Legal Capacity
MISASA is a juristic entity established in terms of Part 149 of the Civil Aviation Regulations and is a Member Association of the AeCSA, which is a non-profit juristic entity which is capable of suing, or being sued, in its own name and which acts through its board of directors, who grant, where necessary, the relevant authority and approval by resolution.
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.
b.         All applications for new membership and for the renewal of membership to MISASA shall be in writing, electronic or otherwise, on the prescribed application form and the applicant shall be required to accept the terms and conditions of membership including adherence to the requirements of MISASA’s Constitution and Manual of Procedures.
c.         Membership commences, after confirmation of receipt of the annual subscription fee, and not 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 Procedures 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 cancellation;
ii.         Non-­‐payment of annual subscription fees after due date;
iii.        When the member is expelled from MISASA by the Executive Committee in terms of the association’s Manual of Procedures; and
iv.        On the death of the member.
b.         In the event of cessation of membership, all subscriptions paid shall be forfeited to MISASA.
c.         Notwithstanding the provisions above it should be noted that the legal operation of a NTC microlight or light sport aeroplane is dependent upon fully paid up membership of MISASA and AeCSA in terms of the SA-CAR Part 94
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 of so enquiring, the Executive Committee, or any other disciplinary board, 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 proved, 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 board 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 board 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 5 (five) and not more than 15 (fifteen) members.
b.         The Executive Committee shall, include the positions of Chairman, Treasurer, Training, Technical and Safety. Other posts which may be included on the Executive Committee include External Public Relations, Internal Communications, Development and Publications. Any portfolio position on the Executive Committee may, at the discretion of the Executive Committee, be shared by one or more persons.
c.         The MISASA Executive Committee shall be elected at the Annual General Meeting. The Executive Committee members shall hold office 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 submitted in writing or by email to the secretary of MISASA prior to the commencement of the Annual General Meeting. Nominations must be signed by two MISASA members, who are to be in good standing. Electronically copied versions of signed documentation shall be acceptable for this purpose (see 18 below). Nominations at the Annual General Meeting will only be accepted if agreed to by the nominee.
e.         Each member of the outgoing Executive Committee shall automatically 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 appoint 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 around 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.         Executive Committee decisions and discussions can be hosted on an electronic media group approved by the Executive Committee, which shall be 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.
r.          Persons elected to the Executive Committee shall be entitled to use the designation of Director of the portfolio in question.
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 portfolio Director may appoint one or more members to serve as Deputy Directors and the Chairman may appoint an elected Executive Committee member as a Vice Chairman. These appointees will serve for the remainder of the Director’s/Chairman’s term in office or until such time as the appointment is terminated by the Director/Chairman.
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 AeCSA Annual General Meeting to:
i.          Approve the minutes of the previous Annual General Meeting.
ii.         Receive the reports of the Executive Committee and sub-committees.
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; /
ii.         Electronic bulletin boards e.g. Avcom and Microlighters forum.
iii.        Bulk emails to members.
iv.        Bulk messaging to members.
c.         An agenda for the meeting shall be published on the MISASA website 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, is 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 Executive Committee and by giving one month’s notice using the methods in 14(b) to paid up members.
b.         On receiving a vote signed by twenty per centum (20%) of the MISASA members, 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.
d.         A copy of the Minutes of the Special General Meeting that has been signed by the Chairman is 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  14(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 to the extent of their membership fees.
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
  1. 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 technologically enabled meetings where 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, Poll or by such other means as the nominated technology enabler permits. Voting shall stand open until the Chairman has declared the period for voting to have closed.
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