TWO RIVERS URBAN PARK ASSOCIATION CONSTITUTION
- PREAMBLE The Two Rivers Urban Park Association of constituent organisations has been established following the adoption of the Two Rivers Contextual Development Framework and Phase One of the Environmental Management Plan by the City of Cape Town as a policy framework for the geographic area shown in Figure1 attached to this Constitution.
- NAME The name of the organisation is the Two Rivers Urban Park Association (TRUP).
- DEFINITIONS AND ABBREVIATIONS In this Constitution unless inconsistent with the text:
- “City/Council” means the local authority, City of Cape Town Municipality or its successors in title
- “Core Public Precinct” as defined within the Policy Framework, is all the open space within the park that forms the public open space framework for the Urban Park
- “EXCO” means a Management committee as envisaged in the Policy Framework
- “the Association” means the Two Rivers Urban Park Association
- “the Park” means the Two Rivers Urban Park defined in terms of Figure 1
- “the Policy Framework” and “the Document” means the Two Rivers Urban Park Contextual Framework and Phase 1 of the Environmental Management Plan
- “TRUPA” means the Two Rivers Urban Park Association
- “NGO” means a Non-Government Organisation
- “CBO” means a Community Based Organisation.
- “NPO” means a Non Profit Organisation
- THE ASSOCIATION The Association shall:
4.1. exist with its own identity as a body corporate in its own right, separately from its office-bearer or members;
4.2. continue to exist even when its membership changes and when office bearers change;
4.3. be able to own property, assets and other possessions;
4.4. be able to sue, and similarly be sued as a separate entity;
4.5. be or become registered as a non-profit organisation in terms of the provisions of the Non-profit Organisations Act No. 71 of 1997.
- OBJECTIVES The objectives of the Association are:
5.1. to promote and ensure the implementation of the policies and principles of the Policy Framework;
5.2. to advise on all developments and management agreements within the Park, in accordance with the policies and principles of the Policy Framework;
5.3. to participate in financial agreements and undertake fundraising initiatives for the management of the Core Public Precinct;
5.4. to maximize opportunities in the Park for all people by:
- rehabilitating, protecting, securing and enhancing the biotic systems and ecological qualities of the Park;
- promoting and enhancing the cultural-historic value of the Park;
- promoting social responsibility;
- maximizing opportunities of access to the Park for all people;
- encouraging environmental education; and
- promoting sustainable development principles within the Park
- THE FUNCTIONS OF THE ASSOCIATION
6.1. To advise on and monitor all proposals for and developments in the Park;
6.2. To ensure close, co-operative relations with planning authorities;
6.3. To ensure full and transparent exchange of information for all proposals and to make comments and advise the appropriate authority regarding these;
6.4. To ensure the implementation of the Policy Framework requiring:
- that uses are compatible with the Core Public Precinct;
- that the Core Public Precinct will benefit from granting development rights on land adjacent to or in close proximity to those of the Core Public Precinct;
- that each precinct owner adheres to the envisaged character, uses and activities, design concept and design guidelines when planning a development, as set out in the document for each precinct.
6.5. To contribute to the research and broadening of knowledge and information on environmental and heritage issues in the Park; and
6.6. To alert the local authority to any activity that threatens the environment of the Park, and then ensures that the necessary actions are in place.
6.7. The negotiation of the imposition of development levies (monetary or ‘in kind’) in respect of all new development within the Park – Such development levies to benefit the maintenance and/or improvement of the Core Public Precinct
- INCOME AND PROPERTY
7.1. The Association must keep a record of everything it owns, keeping and maintaining proper accounting records.
7.2. The Association may not give any of its money, assets, or property to its members or office-bearers. The only time it may deviate from this is when it pays for work that a member or office-bearer has done for the Association.
7.3. Any member of the Association may only be reimbursed by it upon proof to the satisfaction of the Executive Committee, or Chairperson, or any person duly authorized by the Executive Committee in this regard.
7.4. Members or office-bearers of the Association do not have any rights to, or over any assets or property owned by the Association of whatever nature.
- STRUCTURE AND OPERATION
8.1. A representative or his/her alternate from the following constituencies must be represented on the EXCO of the Association:
- The Local Authority;
- The relevant city Councillors;
- Landowners within the Park;
- Environmental NGOs;
- Social Development CBOs;
- Businesses operating in the Park
- along with other organisations or persons agreed to by the EXCO.
8.2. The EXCO must elect office-bearers at the first meeting and as often as the positions of office-bearers become vacant. If any of the office-bearers are not present at any meeting, the members of the EXCO present must elect one of their members to act as the relevant office-bearer for that meeting.
8.3. The office-bearers may not hold office for longer than three years at a time in a particular position, and may not hold office for longer than two consecutive terms.
8.4. The EXCO may hold meetings as it deems fit and may adjourn a meeting from time to time. However, meetings must take place every three months at least, or when the committee has to review developments.
8.5. The EXCO may regulate and control its meetings in such a way as it may deem fit.
8.6. All questions before a meeting of the EXCO will be decided by the majority vote of the members present.
8.7. The EXCO must decide the date, place, and hour of the next meeting, failing which the chairperson must take that decision.
8.8. The secretary must provide an agenda and notify all members of the place, and hour of such a meeting at least seven (7) days before a meeting of the EXCO.
8.9. Fifty percent of the members of the EXCO form a quorum and business may be transacted unless the quorum is present.
8.10. A special general meeting may be held at the request of two-thirds of the members of the Association.
- DISQUALIFICATION OF MEMBERS OF EXCO
9.1. Any member of the management committee who is absent-without-leave for three consecutive meetings ceases to be a member unless the management committee at its next meeting condones such absence whereupon that person will resume their appointment as a member.
9.2. Any member of the management committee who wishes to resign from the committee must register their formal resignation in writing to the secretary of the management committee.
An office-bearer will not be held personally liable for any loss suffered by any person because of any act or omission by that office-bearer that occurs in good faith while the office-bearer is performing functions for or on behalf of the Association in terms of the Constitution.
- DUTIES OF OFFICE-BEARERS
11.1. Chairperson: The Chairperson, as elected chair of the Association, chairs all the Association’s meetings.
11.2. Deputy Chairperson: The Deputy Chairperson takes over the Chairperson’s tasks and duties when the Chairperson is not there.
11.3.1. The Treasurer must keep a record of all the money that comes into the Association, as well as money spent by the Association. The Treasurer must also keep an inventory of the assets.
11.3.2. The Treasurer must ensure that all monies of the Association are deposited within forty-eight (48) hours into a designated Bank Account.
11.4. Secretary: The Secretary is responsible for making sure that the Association’s administration runs smoothly. The secretary must keep proper records and minutes of all meetings as well as prepare and give notice of all meetings of the Association. Such records and minutes shall be open for inspection by all members. However, this will only be allowed by written application to the Secretary.
- POWERS OF THE ASSOCIATION
12.1. The association shall enjoy such lawful power and authority as is needed for it to be able to achieve the objectives that are stated in Section 5 of this Constitution. The management committee and members of the association must abide by the provisions of this Constitution and of all other relevant legislation at all times.
12.2. The association has the power and authority to raise funds and to invite and receive contributions for the Association.
12.3. The association has the power to buy, hire, or exchange any property or assets that it needs to achieve the Association’s objectives. 12.4 The management committee has the right to draw up rules for asset management, and procedures for application, approval, and termination of its membership, and for any other matter that may be necessary to achieve the objectives of the Association, provided that any proposed changes to this constitution shall be decided according to the process described below.
13.1. The Treasurer shall be responsible for controlling the finances of the Association together with two members of the Association. They must ensure that all funds are deposited into a bank account in the name of the Association, within 48 hours of receipt thereof.
13.2. Whenever funds are withdrawn from the Association’s bank account, the Chairperson, (or his/her deputy) and the Treasurer must authorize the withdrawal.
13.3. The financial year of the Association commences annually on 1 July each year and terminates 30 June of the following year.
13.4. If the Association has funds to be invested, such funds may only be invested with registered financial institutions. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984.
13.5. The Association shall within six (6) months after financial year end, draw up financial statements which must include the following:
- an income and expenditure statement;
- a balance sheet showing its assets, liabilities; and
- the financial position as at the end of that financial year.
13.6. Within two (2) months after drawing up its financial statements, the Association must arrange for an accounting officer to compile a written report stating that:
- the financial statements are consistent with its accounting records;
- the accounting policies are appropriate and have been consistently applied; and
- the Association has complied with the provisions of the Non-Profit Organisations Act and its Constitution.
The management committee must ensure that the books of account of the Association are audited annually by independent auditors.
- CODE OF CONDUCT
15.1. The Code of Conduct is binding on all members and office-bearers of the Association.
15.2. The following Rules of Conduct must be observed:
- Members and/or office-bearers conduct themselves at meetings in a dignified and orderly manner at all times. Any member and/or officebearer persisting in conducting himself/herself inappropriately must leave the meeting immediately when so ordered to do so by the Chairperson.
- All members and/or office-bearers must comply with the aims and objectives of the Constitution of the Association
- No member and/or office-bearer of the Association may conduct himself/herself in such a way as to bring the Association into disrepute.
- No member and/or office-bearer may influence or attempt to influence the Association when considering a decision on any matter brought before it so as to gain some direct or indirect benefit, whether in the form of money or otherwise for himself or herself or any other person or body with whom or with which he or she is associated.
- No member and/or office-bearer of the Association may directly or indirectly accept any gift, reward or favour, whether in the form of money or otherwise as a consideration for voting in a particular manner on any matter before the Association.
- No member and/or office-bearer of the Association may carry or display firearms or weapons at any meeting.
15.3. The management committee may refuse membership of the association to a proposed member not adhering to the Code of Conduct. The member however shall have right of appeal to the management against this decision.
- ALTERATIONS OF CODE OF CONDUCT
The Code of Conduct or any other rule that the Association may adopt may be added to, varied, altered, amended, or modified by resolution of the majority or two-thirds of the votes of the members present in person at an Annual or Special General Meeting.
- AMALGAMATION AND DISSOLUTION
17.1. The Association may enter into partnership or amalgamation with any entity or Association with the same or similar objectives. Any moveable property and assets of the Association may be sold and the Association wound up – or reconstructed – by the resolution of the majority of not less than two-thirds of the votes of the members present in person at a Special General Meeting. Provided, however, that there is no less than thirty (30) days special notice of such meeting to consider such question, of partnership, amalgamation, winding up or reconstruction shall be given. Such notice must clearly set forth the objectives of the meeting and provides further than no less that 20% of members eligible to vote shall be present at any such meeting. The provisions of this clause may only be invoked in the event of the Policy Framework being cancelled or revoked, or changed so as to provide for the proposed partnership or amalgamation.
17.2. If at any meeting properly called, as set out in 17.1 above, the requisite number of members and office-bearers fail to attend, then the meeting shall stand adjourned to the same time and place in the following week. Special notice of the adjourned meeting must be given by the Secretary and at such adjourned meeting any member or members present is deemed a quorum and has full power to act.
17.3. If, upon dissolution of the Association, any assets whatsoever remain after the satisfaction of all its debts, liabilities and obligations, such assets shall not be paid to or distributed amongst its members. This shall be given to a similar non-profit organisation operating in the area or to such body/bodies as may be decided by the management committee in the event of the members of the Association being unable to agree upon an appropriate organisation.
- AMENDMENTS TO THE CONSTITUTION
18.2. All members of the Association shall be notified of any proposed changes to this Constitution at least thirty (30) days before a meeting to consider such proposed amendment(s).
18.3. An amendment to the Constitution shall be approved by two-thirds majority of registered members at the meeting of the Association following notification of such proposal.
This Constitution was adopted at Valkenberg on this day 24th October 2009.