Constitution

From SWUG

Contents 1 Constitution 1.1 Name 1.2 Definitions 1.3 Body Corporate 1.4 Objectives 1.5 Income and property 1.6 Membership and General Meetings 1.7 The management committee 1.8 Powers of the organisation 1.9 General meetings 1.10 Finance 1.11 Changes to the constitution 1.12 Dissolution / Winding-up

Constitution

Name

1. The organisation hereby constituted will be called the Scarborough Wireless Users Group.
2. Its shortened name will be SWUG.

Definitions

1. "Member" is a registered member of SWUG.
2. "Resident" is a person who lives in Ocean View, Kommetjie, Misty Cliffs, Scarborough or Red Hill.
3. "Office bearer" is a member of the SWUG management committee.

Body Corporate

1. SWUG shall:
   1. Exist in its own right, separately from its members.
   2. Continue to exist even when its membership changes and there are different office bearers.
   3. Be able to own property and other possessions.
   4. Be able to sue and be sued in its own name.

Objectives

1. SWUG's main objectives are:
   1. To provide wireless digital telecommunication services and support to Residents.
   2. To negotiate and contract with providers of telecommunication products & services and provide these to the Residents.
   3. To develop decentralized wireless digital telecommunication solutions that enhance productivity, security and communication.
   4. To assist other communities in self-provision of such solutions.

Income and property

1. SWUG will keep a record of everything it owns.
2. SWUG may not own any property that does not benefit all of its Members.
3. SWUG may not give any of its money or property to any Resident, except as remuneration for expenses that the resident has paid for on behalf of SWUG.
4. SWUG may not remunerate any Resident for services rendered. Where technical, legal, financial or other services are required, and no Resident has volunteered to provide such services free of charge, a non-Resident will be contracted to provide such services.
5. SWUG members and office bearers may charge for services to Residents in their private capacity.
6. Members or office bearers of SWUG do not have rights over things that belong to SWUG.

Membership and General Meetings

1. Only Residents may be Members or office bearers of SWUG.
2. If a person wants to become a member of SWUG, he or she will have to register with the SWUG management committee. The management committee has the right to deny membership.
3. A Member may terminate their membership of SWUG with immediate effect by providing notice to the management committee.
4. The management committee may terminate a Member's membership of SWUG if:
   1. the Member has not attended two consecutive annual general meetings without registered apology.
   2. The Member is no longer a Resident.
5. Members of SWUG must attend its annual general meetings. At the annual general meeting Members exercise the right to determine the policy of the organisation.

The management committee

1. Office bearers will serve for one year, but can stand for re-election for another term in office after that. Depending on what kind of services they give to the organisation, they can stand for re-election again and again. This is so long as their services are needed and they are ready to give their service.
2. Management committee decisions are discussed through an email mailing list subscribed to by members of the management committee only.
3. Management committee decisions are ratified through explicit confirmation of agreement with the decision by a simple majority of management committee members.
4. The organisation has the right to form sub-committees. Decisions that sub-committees take must be submitted to the management committee mailing list by a management committee member. The management committee must then decide whether to ratify them or not.
5. All Members of SWUG have to abide by the decisions that are taken by the management committee.

Powers of the organisation

1. The management committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number 2 of this constitution.
2. The management committee has the power and authority to raise funds or to invite and receive contributions.
3. The management committee has the power and authority to buy, hire or exchange any property that it needs to achieve its objectives.
4. The management committee has the right to make by-laws for proper management, including procedures for application, approval and termination of membership.

General meetings

1. The annual general meeting must be held once a year.
2. Notice of the annual general meeting must be emailed to all members at least 30 days beforehand, along with a complete agenda, time and venue. Any proposed constitution changes must be described in detail in the notice.
3. SWUG should deal with the following business, amongst others, at its annual general meeting:
   1. Agree to the items to be discussed on the agenda.
   2. Record who is there and who has sent apologies because they cannot attend.
   3. Read and confirm the previous general meeting's minutes with matters arising.
   4. Management committee report.
   5. Financial report.
   6. Changes to the constitution that members may want to make.
   7. Elect new office bearers.
   8. General issues.
   9. Close the meeting.
4. A special general meeting may be called at any time by at least two office bearers. The complete agenda, time, venue and reason for calling a special general meeting must be announced to all members and office bearers by email not less than 21 days before it is due to take place.

Finance

1. An accounting officer shall be appointed at the annual general meeting. His or her duty is to audit and check on the finances of SWUG.
2. The management committee shall be appoint a treasurer to control the day to day finances of the organisation. The treasurer shall maintain a bank account in the name of SWUG.
3. The treasurer shall be the only person who has authority to transfer funds out of the SWUG bank account. All new beneficiaries must be ratified by a simple majority of the management committee.
4. Notification of all transfers out of the SWUG bank account must be sent to the management committee mailing list.
5. The financial year of SWUG ends on 31st March.
6. The organisation's accounting records and reports must be ready and handed to the Director of Nonprofit Organisations within six months after financial year end.
7. SWUG may not invest funds with any financial institution other than in the single current bank account in its name. If SWUG has excess funds in its account, they may only be spent as specified in this constitution, or the management committee may reduce charges on services that SWUG provides.

Changes to the constitution

1. The constitution can be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds of the members who are at the annual general meeting or special general meeting. Members must vote at this meeting to change the constitution.
2. Two thirds of the members shall be present at a meeting (“the quorum”) before a decision to change the constitution is taken. Any general meeting may vote upon such a notion, if the details of the changes are set out in the notices referred to in point 9.
3. No amendments may be made which would have the effect of making the organisation cease to exist.

Dissolution / Winding-up

1. The organisation may close down if at least two thirds of the members present and voting at a meeting convened for the purpose of considering such a matter, are in favour of closing down.
2. When the organisation closes down, it has to pay off all its debts. After doing this, if there is property or money left over, it should not be paid or given to SWUG members. It should be given in some other way to another nonprofit organisation that has similar objectives. SWUG's general meeting can decide what organisation this should be.