1. Articles of Association
- The South African Council of EAA Chapters (hereinafter termed, "the Council") is a non-profit organisation, constituted in terms of the laws of the Rep. South Africa and operating as a section of and under the aegis of a section 21 Company, the National Body for Air sports, Aero Club of South Africa. The Council's primary objectives and purposes are as follows:
- to advance sport aviation and aviation education
- to act as liaison body to authority such as CAA, Aero Club of SA via the recognised channels on behalf of and in the best interests of members, Chapters and sport aviation in general.
- to promote membership of all EAA Chapters on a national basis.
- to assist and advise in the formation and operation of Chapters where required.
- to organise and operate a National Convention annually.
There shall be five classes of membership, namely:
- Ordinary Members who shall be members of EAA Chapters, chartered by International Headquarters, duly constituted and operating in the Republic of South Africa.
- Honorary Members, to include:
- Honorary Members elected by the Council Committee, for a term of one year.
- Honorary Members elected by the Council Committee for life.
- Family Members - who shall be either spouse or child(ren) of an Honorary, Executive or Ordinary Member. Children who are Family members shall be under the age of 18 at the time of enrolment and on reaching the age of 18 during any given membership year, will during the year following that event, be expected to become ordinary members and family membership will fall away.
- Junior Members - who shall be persons under the age of 18. Junior members reaching the age of 18 during any given membership year, will during the year following that event, be expected to become ordinary members and junior membership will fall away.
- Executive Members - who shall be:
- Presidents of duly constituted and bona fide EAA Chapters in South Africa. Chapter Presidents unable to participate may appoint another member of the same Chapter as his delegate to the Council, such person being empowered to act for the Chapter with full authority necessary for the promulgation of Council decisions and activities.
- Persons holding Ordinary or Honorary membership in good standing of duly constituted bona fide Chapters, who may be elected to act as an executive officer of the Council. Such executive officers will be elected at a General or Extraordinary Meeting of the Council.
- The Committee may create such additional classes of membership as it may deem advisable and may settle the rights and obligations of such members.
- Only Ordinary and Honorary members shall enjoy voting rights and each such member shall exercise one vote at General or Extraordinary Meetings.
- Any member wishing to resign at the next AGM may advise his intention to do so, in writing, addressed to the Secretary and posted by 28 Feb in any year.
- Any member whose annual subscription is unpaid on 1st day of January in any year, or the anniversary of his date of joining, shall cease ipso fact to be a member.
- In the event of a member breaching or failing to observe any of the provisions of the Bye-Laws or of any rules or regulations which may be promulgated by the Executive Committee from time to time, or in the event of a member conducting himself unlawfully or in a manner deemed by the Executive Committee to be unbecoming or injurious to or bringing into disrepute the Council, or EAA Chapter or Chapters, such member shall be liable to have his or her membership suspended or terminated. In this regard:
- Any complaint made by a member regarding the conduct or omission of another member shall be investigated by the Committee upon receipt of particulars of the complaint, in writing.
- For the purposes of such an investigation, the Committee shall appoint one or more of it's members or such other parties as it deems appropriate, to establish the veracity of the complaint.
- In the event of the committee determining that there is a prima facie case for the complaint, it shall convene a hearing for the purpose of making a determination thereon.
- The committee shall be obliged to give the offending member not less than 10 days notice of the hearing and in such notification shall advise the offending member of the particulars of the complaint against him/her.
- At the time, date and venue stated in the notice referred to in 5.4., the committee or such members as the committee may deem appropriate, shall conduct an enquiry into the complaint. For the purposes of such enquiry the committee shall be entitled to call for such evidence as it may require, including oral evidence by the complainant. The offending member shall have the opportunity of adducing such pertinent evidence as may be necessary in the circumstances and to rebut any allegations which may be made against the offending member.
- Should the committee determine that the complaint is upheld, it shall be empowered to caution, suspend or expel the offending member, without further deliberation.
- A member expelled in terms of this provision shall forfeit all rights in and claims against the Council, EAA Chapters and their property. The Council shall have the right to suspend any member, pending investigation of any alleged misconduct.
- A member who is suspended may not exercise any voting rights conferred in terms of these Bye-Laws.
3. Election of Executive Members
The Executive Committee of the SA Council of EAA Chapters shall consist of not less than 5 members and the elected Chapter Presidents, namely:
- President - Retires each year and may stand for reelection to this or another office
- Vice-President - Retires each year and may stand for re-election to this or another office
- Secretary - Retires each year and may stand for reelection to this or another office
- Treasurer - Retires each year and may stand for reelection to this or another office
- Safety Officer - Retires each year and may stand for reelection to this or another office
- Newsletter Editor - Retires each year and may stand for reelection to this or another office
Nothing in these Bye-Laws precludes a member holding the any office of a Chapter from being elected to one of the offices above.
- Executive members shall be nominated at least seven days prior to the Annual General Meeting and voting will take place at the AGM, providing that there is a quorum of at least 30 bona fide members consisting of Ordinary and Honorary members, but excluding Family and Junior Members.
- In the event of no prior nominations having been received, the Committee is entitled at it's discretion and by decision taken in a properly convened meeting attended by a quorum of Executive Members, to waive the provision set out in Article 3.1. and to call for and register nominations during the AGM.
- Nominations received will be accepted only where made in writing by an Honorary or Ordinary member in good standing and accompanied by written consent of the candidate so nominated, who must, at the time of nomination, be a Honorary or Ordinary member in good standing.
- In the event of the nominations received not exceeding the vacancies, then the members so nominated may be declared elected, without vote. In the event of insufficient candidates being nominated and offices thereby remaining vacant, then the committee as constituted subsequent to the election shall endeavour to fill the remaining vacancies by appointment of suitable Ordinary or Honorary Members.
- If two or more candidates obtain an equal number of votes, the candidate to be elected shall be determined by a second ballot.
- All office bearers shall hold office until the next Annual General Meeting immediately succeeding the date of their election or appointment.
- A retiring member shall act as a member of the Committee throughout the meeting at which he retires.
- Any Committee member who fails to attend at least six meetings per annum, or repeatedly fails to complete his minuted designated tasks, can be required to resign his position by a majority vote of the Committee.
4. Proceedings at Annual General Meetigns
The business of any ordinary general meeting shall be to receive and consider the profit and loss account, the balance sheet and the reports of the Committee and it's officers, to elect committee members in place of those retiring or for vacant offices and to transact any other relevant business.
At each and every Annual General Meeting the Treasurer will present accounts which have been audited by a qualified, independent auditor, appointed to this task by the Executive Committee.
- The President of the Committee, or in his absence, the Vice-President, or in his absence a member of the Committee nominated by the President shall be entitled to take the chair at the meeting.
- All persons wishing to vote at the meeting will be required to obtain a ballot card, which will be issued on entry to the meeting on production of a valid membership card. On a show of ballot cards, every member present in person shall cast one vote. If no ballot card is shown, no vote will be counted.
- Postal Votes shall be accepted only where such votes have been received at least 7 days prior to the meeting, are set down on the official Postal Voting Form and where all details required on said form are properly completed.
- Proxy Votes shall be accepted only where the holder of such proxy votes has registered such votes with the Chairman of the meeting at least 24 hours prior to commencement of the meeting and where such votes are set down on the official Proxy Voting Form and where all details on said form are properly completed.
- Minutes shall be kept of the proceedings of the AGM and copies of these minutes made available to all members in good standing.
5. Proceedings at SA Council of EAA Chapter Meetings
The Executive Committee of the Council shall meet as often as may be required for the transaction of the business of the Council, provided that a meeting shall be held at least every two months. Four days notice of any such meeting shall be given to each member of the Committee. The Committee shall also meet whenever summoned by the President, who may convene a meeting at any time. In this event and where urgency may dictate, the requirement of four days notice will not apply, save that reasonable and practicable arrangements must be adhered to. The provisions set out in Article 3.8. are not applicable in regard to special meetings.
- The Committee may whenever it deems necessary, convene an extraordinary general meeting. On receipt of a requisition made in writing and signed by any five or more Chapter Presidents, being Ordinary or Honorary Members in good standing, the Committee shall convene an extraordinary general meeting.
- Such requisition as stated in Article 5.1. must state the objective of the meeting to be convened and must be deposited to the registered office/post box of the Council, or delivered to the hands of the President of the Council.
6. Powers of the SA Council of EAA Chapters
The Executive Committee shall be responsible for the entire management of the Council and shall have the following powers:
- To appoint such sub-committees or persons as it may deem necessary for the effective administration and execution of it's duties and to delegate any of the powers of the Committee thereto.
- To confer Honorary Membership on any person who the Committee may in it's discretion deem appropriate.
- To employ such professional and technical advisors as the Committee may in it's discretion deem necessary and to pay such advisors their normal remuneration in respect of services to be rendered by them.
- To employ such permanent staff as the Committee may deem necessary for the administration and execution of it's duties.
- To determine subscriptions payable by members, to impose the obligation to pay such subscriptions and to collect the subscriptions so payable.
- To organise such events as the committee may from time to time decide.
- To acquire such indemnities and insurances as may be required by law or as the Committee may deem necessary, including the power to negotiate with insurers and underwriters to implement such group schemes as may be deemed beneficial to members.
- To act in the capacity of coordinating, representative and liaison body, on behalf of EAA Chapters in South Africa, to Aero Club of SA, Civil Aviation Authority and other bodies having influence or authority over the practice of sport aviation in general and amateur building and restoration of aircraft, for the benefit of members in their practice of these activities.
- To negotiate and secure sponsorship(s) for the purpose of financing events and activities.
7. Financial Management
As a general principle, the SA Council of Chapters shall finance it's regular day to day operations and activities and will be obliged to meet financial obligations resulting therefrom, by way of subscriptions paid by members. Any surplus of subscriptions over expenditure will be set aside in a separate fund for the development and enhancement of EAA Chapters and sport aviation in SA , within the scope of the objectives and purposes stated. The Committee will be responsible for deciding how such funds may be best applied. The SA Council will implement sound fiscal policy as follows:
- Council is not empowered to secure loans of any sort, nor to obtain or utilise overdraft facilities with any bank or other financial institution.
- Any variation to the provisions of Article 7.1 may only be authorised at a General or Extraordinary General Meeting, where a resolution to vary these provisions may be adopted by majority vote, with a minimum of 75% in favour.
- The Council shall maintain cash reserves adequate for it's continued functioning and for this purpose will produce detailed income and expenditure budgets annually, which will be made available to any Executive member on receipt of written request.
- Such cash reserves shall be kept in one or more interest bearing accounts, yielding the optimum rate of interest.
- No expenditure in excess of a predetermined amount may be made by the Council unless it has first been approved at an ordinary or extraordinary meeting of the committee, such predetermined amount to be established at the first meeting held by the committee after election at an AGM.
- All expenditure, whether by individual Council members or by Council as a whole, must be verified by vouchers in support of such expenditure to be handed to the treasurer at the next Council meeting following the date of expenditure and to be retained by the treasurer.
- Out off pocket expenses (see article 7.5) incurred by committee members whilst tending to legitimate and authorised Council activities, will be reimbursed after approval by Council on or shortly following submission of original vouchers in support thereof.
- All expenditure approved in terms of articles 7.5, 7.6, and 7.7 will be minuted. Any other expenditures will not be approved. 7.9 A minimum of two signatures shall be required on any cheque or other financial instrument.
- The following positions only shall have signing powers:
- The Treasurer shall ensure that detailed accounts are maintained on an ongoing basis and that these are available to Council members at every ordinary meeting of Council.
8. Limitations and Liability
- The Council, its members, officers or committee shall not be liable in any legal action arising out of any activities of individual members where a such activities of whatsoever nature are not under the specific control and direction of and approved and so minuted by the Council. Any such activities shall be conducted solely at the risk and responsibility of the individual.
- No officer or member of the Council, purporting to speak on behalf of the Council or EAA Chapters shall issue, publish all make any statement or take any position on any national, local or general policy, regulation, rule or other matter affecting aviation or the Council or EAA Chapters, without first securing approval of the executive committee of the Council.
The foregoing does not restrict the right of any member to adopt any position or make any statement he so desires, or for this Council to take any position on any matter, but is intended to prevent any Council member from attempting to make his individual opinion or position the official opinion or position of the Council. Such official position may only be issued by the executive committee of the Council.