CLAUSE 1 - NAME
The association shall be known as the Nursing Education Association (abbreviated to NEA) CLAUSE 2 - LEGAL PERSONALITY
2.1 NEA shall:
2.1.1 be a body corporate and have an existence and identity, separate from its members and office bearers;
2.1.2 have perpetual succession independent of its members or office bearers;
2.2 NEA may
2.2.1 act as lawful plaintiff and defendant and may institute and defend legal proceedings in its own name.;
2.2.2 acquire, own, alienate and encumber movable and immovable property; and generally, may perform all such acts that legal persons are entitled to perform;
2.3 Notices and other documents, shall be deemed to be properly served by, or on NEA if served as such by or on, the Chief Executive Officer or the Secretary. CLAUSE 3 - OBJECTIVES
NEA’s main objectives are to:
3.1 disperse knowledge of latest developments in nursing education and advancements in nursing and healthcare to all members;
3.2 promote research in the nursing education field in South Africa;
3.3 arrange conferences, workshops and the exchange of ideas and information between members and professionals and experts in the field, locally an internationally;
3.4 identify problems experienced by nurse educators or problems hindering the training of nurses and to identify and promote solutions therefor; and
3.5 generally to promote optimal education and training, leadership and development in nursing to further the national health and the growth of the nursing profession. CLAUSE 4 - INCOME AND PROPERTY
4.1 NEA shall keep a record of all assets owned by it, and all assets under its control.
4.2 Members and/or office bearers of NEA shall not have, or acquire any rights over the assets.
4.3 NEA shall not give any of its assets or money to its Members or office bearers. Notwithstanding the provisions of this 4.3, payment by NEA, to a Member or Office Bearer, for work done by that a Member or office bearer for NEA, shall not be prohibited, provided that the amount must be reasonable for the work done.
4.4 A Member or Office Bearer of NEA may only claim money back from NEA for expenses that he or she has lawfully incurred on behalf of the association.
4.5 All financial transactions of NEA shall be conducted through a bank account, controlled and administered by the Chief Executive Officer under the direction of the Board.
4.6 Funds of NEA shall be invested with registered financial institutions. These institutions are explained in Section 1 of the Financial Institutions (Protection of Funds) Act, 2001, as amended. NEA may approach different financial institutions for advice on the most effective way to manage its funds. CLAUSE 5 – MEMBERSHIP
5.1 NEA shall have a minimum of 3 (three) Members at all times.
5.2 If at any time the number of Members remaining should fall below the stipulated minimum, it shall be incumbent upon the Directors to take such steps as may be necessary to fill the relevant vacancy/ies within a period of 30 (thirty) days of the need therefor arising. 5.3 Membership and Classes of membership:
220.127.116.11 Any person meeting the criteria set out in 5.4, who has applied in writing to become a Member in the prescribed manner and who has paid the initial and annual subscription fees as determined by the Board from time to time, shall be and become a Member of NEA until his/her resignation or until his/her membership is terminated in accordance with 5.9.
18.104.22.168 Every Member shall become a member of the Chapter in the area of his/her place of work as per 5.5.1.
22.214.171.124 Every Member will be given a unique membership number, which shall also identify the Chapter of which that Member is a Member by virtue of its characteristics (‘Membership Number’). 5.3.2 Honorary Membership
The Board may confer honorary membership on any person who renders a distinctive service to, or promotes the objectives of NEA in a distinctive manner. Such a person shall enjoy full membership benefits and voting rights. 5.4 Qualifications for Membership
Membership of the association is limited to natural persons who qualify for Membership as follows:
5.4.1 Individuals who subscribe to the Mission and Values of NEA; and
5.4.2 Who support the objectives of NEA;
5.4.3 Members shall be obliged to show a continued interest in the activities and main purpose and objectives of NEA.
5.4.4 Members are bound to pay initial fees and annual subscription fees as determined and published by the Board from time.
5.4.5 The suspension, inactive status or termination of membership shall not, ipso facto, release a Member from an obligation undertaken prior to the cessation of such Membership, whether arising from or in the form of any outstanding fees, donation, or any other, commitment, or obligation which such Member may have undertaken, or for which such Member may have become liable to the NEA. 5.5 Process for Applying for Membership
5.5.1 Any natural person who wishes to become a Member of NEA shall complete a Membership application form, as approved and published by the Board from time to time. An applicant shall indicate which Chapter he/she wishes to become a member of based on his/her place of work;
5.5.2 Membership shall commence upon:
126.96.36.199 confirmation by the Board that the applicant qualifies for Membership on the basis set out herein;
188.8.131.52 acceptance by the Board of a duly completed membership application form; and
184.108.40.206 receipt of payment of the initial fees and annual subscription fees per 220.127.116.11. 5.6 Membership Fees
5.6.1 All Members shall pay such initial fees and annual subscription fees as are determined and published by the Board, in its absolute discretion from time to time;
5.6.2 Annual subscription fees as per 18.104.22.168 shall be payable on or before 31 March of each year. 5.7 Membership Register
5.7.1 The Board shall maintain an up to date database of its Members, which will serve as the Membership Register.
5.7.2 The Membership Register shall contain the name, Identity Number, South African Nursing counsel Registration Number (where applicable), contact details and addresses of each Member, Membership Number, the date on which they became Members and any other prescribed information. 5.8 Suspension of Membership
5.8.1 If any Member shall leave his subscription fees unpaid, for a period of 9 (nine) months after it becomes due, his/her Membership shall be suspended, automatically without notice, up to and including the date of payment of any unpaid, outstanding and/or due subscription fees.
5.8.2 The Board shall advise a Member in writing of the fact that his/her Membership has become inactive, pending payment of outstanding fees. Members with inactive status shall not enjoy the rights of Membership and shall not be entitled to vote on any matter contemplated herein during any such period where the Member‘s status is inactive. 5.9 Termination of Membership:
Membership shall be terminated:
5.9.1 upon receipt of a written resignation;
5.9.2 upon written notice from the Board to the Member of the termination of his/her membership, if a Member:
22.214.171.124 fails to pay his or her subscription fees for a period of 3 (three) months from receipt of a notice contemplated in 5.8.2 above;
126.96.36.199 no longer subscribes to the Mission and Values of NEA; or
188.8.131.52 does not show a continued interest in the activities and objectives of NEA; provided that a Member shall have 30 (thirty) days from the date of the notice referred to in 5.9.2 above to Appeal the decision of the Board. The appeal shall be considered by a committee constituted for that purpose.
5.9.3 upon the death of an individual; or
5.9.4 upon the dissolution and/or final liquidation of the organization. 5.10 Rights of Members
Members shall be entitled to:
5.10.1 attend meetings, workshops and congresses of NEA ;
5.10.2 receive or have access to newsletters, information and other publications issued or published by NEA, from time to time;
5.10.3 participate in projects launched by NEA from time to time,; and
5.10.4 funding support as may be determined in the sole discretion of the Board from time to time. 5.11 Duties of Members
Each member shall:
5.11.1 pay his or her initial and annual subscription fees as and when it is due;
5.11.2 subscribe to the Mission and Values of NEA; and
5.11.3 show a continued interest in the activities and objects of the Association. CLAUSE 6 – MEETINGS OF MEMBERS 6.1 Requirement to hold meetings
6.1.1 A general meeting of Members shall be held at least once a year.
6.1.2 Subject to 6.2 below, NEA is not required to hold any additional Members meetings 6.2 Members rights to requisition a meeting
The Board shall be obliged to call a Members meeting if at least 20%
of the voting members request the Board to call such a meeting. 6.3 Location of Member meetings
The Board shall have the authority to determine the location of any Members meeting. 6.4 Notice of Members meetings
The minimum number of days for NEA to deliver a notice of a members meeting to the members, is 15
business days before the meeting is to begin. 6.5 Electronic participation in Members meetings
NEA may conduct a meeting entirely by electronic communication or to provide for participation in a meeting by electronic communication. 6.6 Procedures and Quorum at Members meetings
6.6.1 The Chairperson shall officiate ipso facto as chairperson of Members meetings.
6.6.2 The quorum requirement for a Members meeting to begin, or for a matter to be considered is a minimum of 10 (ten) Members present in person.
6.6.3 All paid up individual Members and honorary members shall have a vote at a general meeting 6.7 Members resolutions
For an ordinary resolution to be adopted at a Members Meeting, it must be supported by at least 50% plus 1, of the Members present and voting on the resolution. CLAUSE 7 – NATIONAL MANAGEMENT 7.1 The Board of Directors
7.1.1 The Board of Directors shall be responsible for the overall management of NEA and shall co-ordinate and plan NEA’s activities.
7.1.2 The Board of Directors may take on the power and authority that it believes it needs to be able to manage the association achieve the objectives of the association.
7.1.3 The Board shall consist of a minimum five members and a maximum of 15 members. A minimum of 7 Board members, at any given time shall be elected in accordance with the provisions of 7.2 below.
7.1.4 The persons comprising the Board of Directors shall be elected and appointed from time to time as per 7.2 and 7.1.7.
7.1.5 The Chief Executive officer shall be an ex-officio member of the Board.
7.1.6 The Board may make a maximum of 4 direct appointments to the Board.
7.1.7 Each member of the Board, other than ex-officio members, serves for a term of 2 (two) years, provided that a member shall be eligible for re-election after expiry of his/her term.
7.1.8 Notwithstanding the provisions of 7.1.7 above, no director, other than an ex officio director shall be entitled to serve as a director for a consecutive period exceeding 4 (four) years.
7.1.9 The Board shall elect a chairperson and a deputy chairperson from its members from time to time who shall serve for a period determined by the Board.
7.1.10 The Board has authority to fill any vacancy in their midst and the period of the resultant appointment shall be valid until the next election as contemplated in 8.2 below.
7.1.11 The Board has authority to co-opt members to the Board on an ad hoc basis.
7.1.12 Directors shall be the office-bearers of the association and shall not become liable for any of the obligations and liabilities of the association solely by virtue of their status as members or office-bearers of the association;
7.1.13 Directors or office-bearers are not personally liable for any loss suffered by any person as a result of an act or omission which occurs in good faith while the office-bearer is performing functions for or on behalf of the association;
7.1.14 Directors shall be required to satisfy the qualification and eligibility requirements set out in section 69 of the Companies Act 2008 to become or remain a director of the association. 7.2 Election of the Board of Directors
The Chairperson of each Chapter duly elected in accordance with the provisions of 8.6.3 shall be automatically elected as a member of the Board of Directors. 7.3 Officers and Committees
7.3.1 The Board shall appoint a Chief Executive Officer, responsible for the day-to-day management of the affairs of NEA.
7.3.2 The Board shall delegate such of its powers to the as it may deem necessary and appropriate from time to time to the Chief Executive Officer to manage the day to day affairs and operations of NEA and to appoint any officers he or she considers necessary to better achieve the objectives of the NEA.
7.3.3 The Board and/or the Chief Executive Officer may delegate such of its powers to a Chapter Management Committee, as it may deem necessary and appropriate from time to time, to enable the management of the Chapter and the co-ordination and planning of that Chapter’s activities as contemplated in 8.5.1 below.
7.3.4 The authority of the Board to appoint committees and to delegate to such committee any of the authority of the Board as provided for herein, or to include in any such committee persons who are not members of the Board, is not limited or restricted by this Constitution. 7.4 Meetings of the Board of Directors
7.4.1 The Board shall hold at least 2 (two) ordinary meetings each year.
7.4.2 At such a meeting, half of the Board members plus one shall constitute quorum.
7.4.3 For an ordinary resolution of the Board to be adopted it must be supported by at least 50% plus 1 of the Directors present and voting on the resolutionv 7.4.4 The secretary or the Chief Executive Officer as the case may be shall convene a special meeting on receipt of a request to the effect signed by the chairperson or 2 (two) members of the Board, specifying any resolution(s) proposed or other business to be discussed. Board members must receive not less than 15 (fifteen) days’ notice in writing of the special meeting.
7.4.5 The chairperson shall act as the chairperson of the Board. If the chairperson is absent, the deputy chairperson shall act as chairperson of Board, and if the deputy chairperson is also absent members shall elect a chairperson for the meeting from among the other members of the Chapter Committees present. This must be done before commencement of the meeting.
7.4.6 The Board may, if it deems it necessary, form or appoint sub-committees for special or general purposes. Sub-committees shall consist of a minimum of 3 (three) persons and must report back to the Board on a regular basis.
7.4.7 Minutes of all meetings shall be kept safely and always be on hand for members to consult. CLAUSE 8: REGIONAL MANAGEMENT 8.1 The Chapters
NEA is organised in 10 regional organisations, known as Chapters as follows;
8.1.1 Eastern Cape:
184.108.40.206 East London; and
220.127.116.11 Port Elizabeth
8.1.2 Free State & Northern Cape
18.104.22.168 Pretoria; and
8.1.8 Western Cape:
22.214.171.124 Cape Town
8.2 Additional Chapters may be established by a 75% (seventy five percent) majority of Members at a meeting of which notice was given in accordance with 6.4 above.
8.3 In the event that a Chapter should close or cease to operate for any reason the Board of Directors shall make proposals to the next General Meeting of Members of NEA on the way forward including any amendments to the Constitution as may be required. 8.4 Rights and Responsibilities of Chapters
8.4.1 Chapters shall be responsible for:
126.96.36.199 rolling out and implementing the national mandate of the association as determined by the Board from time to time;
188.8.131.52 recruitment of members; and
184.108.40.206 securing donations.
8.4.2 Chapters shall not be entitled to acquire any rights over any assets, including money and financial assets of the association and any membership fees and donations collected by a Chapter shall be paid into the bank account of the association. 8.4.3 Expenditures and costs incurred by the Chapters shall be done in accordance with budgets specifically approved for that purpose by the Board or the Chief Executive Officer as the case may be and monthly report of all costs and expenditure incurred by each Chapter shall be submitted to the Chief Executive Officer of the association at the end of each month. 8.5 Chapter Meetings
8.5.1 Each Chapter shall hold quarterly meetings.
8.5.2 In addition to 8.4.1 above a Chapter shall be obliged to call a meeting if at least 20%
of the voting members of that Chapter request such a meeting.
8.5.3 The Chapter Management Committees of the Chapter shall have the authority to determine the location of meetings.
8.5.4 Notice of shall be delivered to Chapter members 15 business days before the meeting is to begin.
8.5.5 Chapter meetings may be held entirely by electronic communication or members may be allowed to participate electronically.
8.5.6 The Chapter Chairperson shall officiate ipso facto as chairperson of Members meetings.
8.5.7 The quorum requirement for a Chapter meeting to begin, or for a matter to be considered is a minimum of 10 (ten) members present in person.
8.5.8 All paid up individual Chapter members and honorary members shall have a vote at a general meeting
8.5.9 For an ordinary resolution to be adopted at a Chapters meeting, it must be supported by at least 50%, plus 1 Member, of the Members present and voting on the resolution.
8.5.10 Minutes of all Chapter meetings shall be kept safely and always be on hand for members to consult. 8.6 Management Of Chapters
8.6.1 The Chapter Management Committee of each Chapter shall be responsible for the management of that Chapter, and shall co-ordinate and plan the Chapter’s activities to ensure that that Chapter meets its responsibilities, subject to and in accordance with 8.6.3 below.
8.6.2 The persons comprising the Chapter Management Committees of each Chapter shall be elected and appointed from time to time as per 8.7 below.
8.6.3 The Chapter Management Committees shall have such powers as may be expressly delegated to it by the Board of Directors and the Chief Executive Officer from time to time.
8.6.4 Each member of the Chapter Committees serves for a term of 2 (two) years, provided that a member shall be eligible for re-election after expiry of his/her term.
8.6.5 Notwithstanding the provisions of 8.6.4 above, no Chapter Management Committees member shall be entitled to serve as a director for a consecutive period exceeding 4 (four) years.
8.6.6 Each Chapter Management Committees shall consist of a minimum of 5 members and a maximum 8 members.
8.6.7 Each Chapter Management Committees shall hold quarterly meetings.
8.6.8 In addition to 8.5.7 above a Chapter shall be obliged to call a meeting if at least 20% of the voting members of that Chapter request such a meeting.
8.6.9 Minutes of all Chapter Management Committees meetings shall be kept safely and always be on hand for members to consult. 8.7 Election of Chapter Management Committees Members
8.7.1 Each member and each Chairperson of a Chapter Management Committee shall be elected by the members of that Chapter, entitled to exercise voting rights in such an election, to serve for a term as set out in 8.1.3.
8.7.2 In any election of Chapter Management Committee members—
220.127.116.11 the election is to be conducted as a series of votes, each of which is on the candidacy of a single individual to fill a single vacancy, with the series of votes continuing until all vacancies on the Chapter Committees at that time have been filled; and
18.104.22.168 in each vote to fill a vacancy—
22.214.171.124 each voting right entitled to be exercised may be exercised once; and
126.96.36.199 the vacancy is filled only if a majority of the voting rights exercised support the candidate.
8.7.3 In any election of Chairperson of an Chapter Management Committee —
188.8.131.52 the election is to be conducted as a series of votes, each of which is on the candidacy of a single individual to be appointed as Chairperson of that Chapter Committees, with the series of votes continuing until all vacancies on the board at that time have been filled; and
184.108.40.206 in each vote to fill a vacancy—
220.127.116.11 each voting right entitled to be exercised may be exercised once; and
18.104.22.168 the vacancy is filled only if a majority of the voting rights exercised support the candidate. CLAUSE 9 - PROXIES
9.1 The right of a member of the Association to appoint persons as proxies is limited to the appointment of a single proxy per Member per meeting and a member of the Association shall not be entitled to appoint persons concurrently as proxies as contemplated.
9.2 A proxy appointed by a member of the Association shall not be entitled to delegate the proxies powers to another person.
9.3 The instrument appointing a proxy shall be in writing and signed by the appointer or by his agent duly authorised in writing. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed, or a notarial certified copy of such power or authority, shall be deposited at the Registered Office of the Association not less than 48 (forty eight) hours before the time for holding the meeting at which the person named in the instrument proposes to vote and in default of complying herewith, the instrument of proxy shall not be treated as valid.
9.4 A proxy need not be a Member of the Association.
9.5 No instrument appointing a proxy shall be valid after the expiration of 6 (six) months from the date when it was signed, unless so specifically stated in the proxy itself and no proxy shall be used at an adjourned meeting which could not have been used at the original meeting.
9.6 The instrument appointing a proxy shall, be in format as approved by the Board from time to time. CLAUSE 10 - FINANCIAL YEAR, ACCOUNTING RECORDS, FINANCIAL STATEMENTS AND AUDITOR.
10.1 The financial year shall be from 1 March to 28 February of every year.
10.2 The Board shall keep accounting records of its income, expenditure, assets and liabilities to the standards of generally accepted accounting practice, and shall, within six months after the end of the financial year, draw up financial statements, which must include at least:
10.2.1 a statement of income and expenditure for that financial year; and
10.2.2 a balance sheet showing its assets, liabilities and financial position as at the end of that financial year.
10.3 Within two months after drawing up its financial statements, the Board shall arrange for a written report to be compiled by an accounting officer as defined in section 60 of the Close Corporations Act whether or not--
10.3.1 the financial statements of the association are consistent with its accounting records;
10.3.2 the accounting policies of the association are appropriate and have been appropriately applied in the preparation of the financial statements; and
10.3.3 the organisation has complied with the provisions of this Act and of its constitution which relate to financial matters.
10.4 The Board shall preserve each of its books of account, supporting vouchers, records of subscriptions or levies paid by its members, income and expenditure statements, balance sheets and accounting officer’s reports, in an original or reproduced form, for 7 years. CLAUSE 11 - AMENDMENT OF THE CONSTITUTION
11.1 The constitution may be amended at any general meeting by a 75% majority of votes of the members present who are entitled to vote.
11.2 If the constitution is amended the Chief Executive Officer shall, as soon as practically possible, submit a copy of the constitution as amended, to the South African Revenue Service and the Department of Social Welfare.
11.3 Historically, the Constitution has been amended on 20 May 1981, 3 October 1981, 1 October 1982, 25 November 1987, 20 August 1988, 5 August 1989, 2 September 1994, 26 September 2000, 15 November 2006, 20 November 2007,20 August 2008, 4 September 2012 and 26 June 2014 and 1 September 2015. CLAUSE 12 - DISBANDMENT OF THE ASSOCIATION
The association shall disband if such is decided at a general meeting by a 75% majority of votes of members present who are entitled to vote. Such a decision may
provide for the appointment of a liquidator as well as determine his/her remuneration, powers, duties and responsibilities. In the event of the association being disbanded, no past or present Member or member of the Board or Exco is entitled to any part of the net value of NEA after its obligations and liabilities have been satisfied and all assets shall be converted into cash and after payment of all debts and costs attached to such disbandment, the balance, if any, shall be donated to a beneficiary, having similar objectives similar to that of NEA, agreed upon at a general meeting by a majority of votes of members present who are entitled to vote.