WHEREAS the SACBC FOUNDATION (“the Foundation”) was founded in PRETORIA by the SOUTHERN AFRICAN CATHOLIC BISHOPS’ CONFERENCE (SACBC).
WHEREAS SOUTHERN AFRICAN CATHOLIC BISHOPS’ CONFERENCE (SACBC) intends to donate the assets listed in Annexure “A” hereto to the Foundation
AND WHEREAS it is intended that the Foundation operates as a public benefit organisation
AND WHEREAS it is deemed expedient to constitute the Foundation with legal personality as an universitas personarum
NOW THEREFORE THE SIGNATORIES HERETO ESTABLISH THIS CONSTITUTION
ESTABLISHMENT OF AN UNIVERSITAS PERSONARUM
A. An universitas personarum (which is an Foundation of persons) is hereby established, for the purposes and subject to the terms and conditions set forth in this Constitution.
B. The name of the universitas personarum will be SACBC FOUNDATION hereinafter referred to as “the Foundation”.
C. The Foundation is a juridical person with the power of doing or performing such acts or things as bodies corporate by law do or perform, having perpetual succession and entrusted with fulfilling the task of attaining its object for the public good. It shall, in its name, be capable in law of suing and of being sued. The Foundation. has the capacity to acquire rights and obligations, and in particular shall in its name, be capable of opening bank accounts, investing, lending and borrowing moneys, or purchasing or otherwise acquiring, holding, leasing, buying, selling, exchanging, alienating, hypothecating and property, moveable or immoveable, burdening such property with a servitude, or otherwise conferring any real rights therein, and generally, without in any way being limited by or restricted to the powers specified above, of entering into any transaction involving contractual or statutory right and obligations or involving real rights or any other kind of transaction and of doing and performing such acts and things as bodies corporate may by law do or perform.
D. The rights and obligations of the Foundation are independent of its members. Ownership of assets vests in the Foundation. It exists in its own right, separately from its members. Members have no right to the assets The Foundation may not distribute any of its funds to any person (otherwise than in the course of undertaking any public benefit activity) and it shall use its funds solely for the object for which it has been established or to invest such funds in terms of Section 30 (3)(b)(ii) of Act No 58 of 1962 (the Act).
E. Office bearers and members of the Foundation are not liable for any obligations of the Foundation and are not vested with its rights or property. They are liable for damages suffered by the Foundation arising from their negligent, dishonest or fraudulent actions.
F. The Foundation has perpetual succession and shall continue for an indefinite period. If even a single member survives, the rights of the Foundation devolve upon that member. It may be terminated in accordance with the procedure and in the manner hereinafter stipulated.
G. The members of the Foundation shall be the members for the time being of the Board of Management, the present members of which are the signatories of this Constitution.
The name of the Foundation will be SACBC FOUNDATION.
The address of the Foundation is Khanya House, 399 Paul Kruger Street, Pretoria. 0002.
3. OBJECTS & ACTIVITIES
The sole object of the Foundation is to carry on one or more public benefit activity within the Republic of South Africa which are of a philanthropic and benevolent nature, having regard to the needs, interests and well-being of the general public and in particular the provision of
a) funds, assets services or other resources by way of donation;
b) assets or other resources by way of sale for a consideration not exceeding the direct cost to the Trust providing the assets or resources;
c) funds by way of loan at no charge; or
d) assets by way of lease for an annual consideration not exceeding the direct cost to the Trust providing the asset divided by the total useful life of the asset, to the Southern African Catholic Bishops’ Conference (SACBC) or any organization founded or sponsored by the said Southern African Catholic Bishops’ Conference (SACBC) which are public benefit organisations approved in terms of Section 30
4. BOARD OF MANAGEMENT
4.1 Authority of the Board of Management All executive powers of the Foundation shall vest in a body to be known as the Board of Management. It acts on behalf of the Foundation in all matters affecting the conduct of its affairs, in furtherance of its objects. The Board of Management shall have the authority to do whatever is required to secure the financial viability and continued existence of the Foundation, which authority includes inter alia the following:
4.1.1 Regulating the administration of the Foundation according to acceptable business practices and the requirements of the law.
4.1.2 The delegation of such powers as it deems fit to an executive or other committee.
4.1.3 The appointment and dismissal of staff.
4.2 The Foundation may not carry on any business undertaking or trading activity otherwise than to the extent that it conforms to Section 30(3)(b)iv) of the Act.
4.3 No funds shall be distributed to any person (other than in the course of undertaking a public benefit activity).
4.4 The funds of the Organization will be used solely for the objects for which it was established, or shall be invested in terms of Section 30(3)(b)ii) of the Act.
4.5 No donation will be accepted save in terms of Section 30(3)(b)(iv) of the Act.
4.6 In a case of the Organization providing funds to a Foundation or person contemplated in paragraph (b)(ii) of the definition of a public benefit organization, reasonable steps will be taken to ensure that the funds are utilized for the purpose for which they have been provided.
4.7 No remuneration will be paid to any employee, office hearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered.
4.8 Membership of the Board
The Board of Management shall comprise five (5) persons among whom shall be a minority of members nominated by the Southern African Catholic Bishops’ Conference (SACBC) and persons with skills useful to the objects of the Foundation; three of the members are to be not connected to each other and accept the fiduciary responsibility of the Foundation.
4.9 Cessation of membership
A member of the Board of Management shall cease to be a member if that person
4.9.1 fails to attend three consecutive meeting without an apology given and duly recorded, or
4.9.2 is requested to resign by Southern African Catholic Bishops’ Conference (SACBC).
Vacancies on the Board may be filled by decision of the Board for the unexpired period of the member’s term of membership or by election at an annual general meeting.
5. MEETINGS OF THE BOARD OF MANAGEMENT
The Board of Management shall conduct its meetings and regulate its proceedings as it may find convenient, provided that:
5.1 Its members shall annually elect from their number the following office bearers; A Chairperson, a Vice-chairperson, a Secretary and a Treasurer, provided that office bearers may be re-elected.
5.2 The chairperson may, on notice effectively and timeously given, convene a meeting of the Board of Management, and shall be obliged upon the requisition of any two members of the Board of Management to convene such meeting.
5.3 The quorum for meetings of the Board of Management shall be three (3) persons.
5.4 Proper minutes shall be kept of the proceedings of the Board of Management, and a record of those persons present at such meeting. The minutes shall be circulated to members at least two weeks before the following meeting
5.5 A meeting of the Board of Management shall be held at least once a quarter.
5.6 The Founder is entitled to receive reports, minutes of meetings and correspondence, may attend meetings though it has no vote and may place matters on the agenda for consideration by the Board.
5.7 Decisions of the Board are made by consensus failing which a show of hands.
6. EXECUTIVE COMMITTEE OF THE BOARD
6.1 The Board may delegate to an Executive Committee such powers as it requires to be responsible for the day-to-day management of the Foundation.
6.2 The members of the Executive Committee shall be the Chairperson of the Board and three other persons appointed by the Board. The Executive Committee shall meet as often as it may deem necessary.
6.3 A quorum of the Executive Committee shall be 3 (three) members.
7 ANNUAL GENERAL MEETING
7.1 An annual general meeting of the members shall be held within a period of 12 (twelve) months of the adoption of this constitution, and subsequent annual general meetings shall be held within 3 (three) months after the end of each financial year.
7.2 The business of the annual general meeting shall include inter alia:
7.2.1 the presentation and adoption of the chairperson’s report;
7.2.2 the adoption of the Annual Financial Statements;
7.2.3 the appointment of auditors if necessary;
7.2.4 the approval of a budget of income and expenditure for the ensuing year
7.2.5 other such matters as may be considered appropriate.
7.3 The quorum for annual general meetings shall be three (3) members.
8. NOTICE OF MEETINGS
Effective and timeous notice of meetings must be given by the Secretary.
9. FINANCIAL MATTERS
9.1 The Foundation shall be conducted on a non-profit basis, with the intent and purpose that its capital and income, whenever derived, shall be applied solely towards the promotion of its objects, and no portion thereof shall be paid or transferred, directly or indirectly, (whether by way of dividend, bonus or otherwise howsoever) by way of profit or distribution to any of the members of the Foundation provided that nothing herein contained shall preclude the payment in good faith to a member or any other person for services rendered or out of pocket expenses approved by the Board of Management.
9.2 The financial year end of the Foundation will be last day of February of each year.
9.3 The business of the Foundation shall be conducted through a bank account. Two signatures shall be required to operate the account.
9.4 Financial transactions including deposits at interest and investments and the withdrawal of such deposits and the sale of investments require the written approval of the Chairperson.
10. LEGAL ACTION
The Foundation may sue or be sued in its own name.
11. CANON LAW
The Code of Canon Law is incorporated in this constitution particularly in regard to the alienation of assets.
In the event of the Foundation being dissolved by decision of the Board or by the Founder and ceasing to exist, the unexpended portion of any funds and any other assets which may remain in the hands of the Board immediately prior to dissolution, shall, after all debts and liabilities have been paid, be given or made over to similar public benefit organization designated by the Founder which has been approved in terms of Section 30 of the Act.
13. AMENDMENT OF THE CONSTITUTION
The Constitution may be amended by the members in terms of clause 5.6 at a meeting called for such purpose save that a resolution of the members to amend clauses 3, 4.8, 5.6, 11, 12 and this clause requires the vote of the members appointed by the Southern African Catholic Bishops’ Conference (SACBC). A copy of amendments to the constitution under which the organization was established will be submitted to the Commissioner for the South African Revenue Services.