Iris House Constitution

CONSTITUTION OF Iris House Children’s Hospice

A registered Charity – Adopted on the 31st day of January 2013

1. Name

The name of the association shall be Iris House Children’s Hospice (the ‘Association’).

2. Aims

The aim of the Association is to provide free quality professional respite care and support for special needs children with life threatening illness or life limiting conditions and their families in the Western Cape.

3. Objectives

The Association will achieve its aims principally by training and deploying a team of volunteers and staff to provide quality care in the community and by opening a children’s house building to provide day care, overnight care, short term respite care and end of life care:

Assist families of special needs children by providing respite care at their homes, allowing them to spend time with their partners and or other children.

Support the families of special needs children both emotionally and practically by means of food, electricity, equipment, clothing donations.

Provide quality day care, overnight care and short term respite care at the hospice building for special needs children

Encourage every special needs child to be the best they can be with the best possible quality of life, promoting life skills, communication skills in line with the needs and capabilities of each child.

Raise awareness; educate the general public about special needs children and encourage acceptance into main stream school and activities.

Work with other associations and government to improve the current level of care and facilities available to special needs children and their families.

Ensure that special needs children enjoy the same protection under the Children’s Bill of Rights as “normal” children

4. Powers

To enable the Association to fulfil its objectives the Board of Directors has the following powers:

Power to raise funds, to invite and receive contributions, provided that in raising funds the Board of Directors complies with all relevant legal requirements;

Power to borrow money or to use part of the organisation’s property as a security for a loan or mortgage, subject to any legal requirements;

Power to open and operate a bank account;

Power to buy take on, lease, or exchange any property necessary for the achievement of the objectives and to maintain and equip it for use;

Power to sell, lease or dispose of all or any part of the property of the Association as necessary for the pursuit of its objectives, subject to any legal requirements;

Power to employ staff (who may not be Members of the Central Hub) as necessary for the proper pursuit of the objectives and to make all reasonable and necessary provision for the payment of pensions for the staff and their dependants;

Power to co-operate with other voluntary bodies and statutory authorities operating in furtherance of the objectives or of similar charities purposes and to exchange information and advice with them;

Power to appoint and constitute any advisory committees, sub-committees or working groups, as the Board of Directors may think fit;

Powers to do any other lawful things as are necessary for the achievement of the objectives.

5. Membership

Membership of the Association shall be open to individuals or organisations (“Organisation Members”) interested in furthering the aims objectives and activities of the Association.

The Board of Directors may at its discretion set an annual subscription fee or may set none.

Every Member shall have one vote at General Meetings.

The Board of Directors shall have the power to refuse Membership to an applicant, where it is considered such Membership would be detrimental to the aims, objectives or activities of the Association.

Any Member of the Association may resign his/her Membership and any representative of a Member organisation or section may resign such position, by giving to the Secretary of the Association written notice to that effect.

The Board of Directors may, by resolution passed at a meeting thereof, terminate or suspend the Membership of any Member, if in its opinion his/her conduct is prejudicial to the interests and objectives of the Association, PROVIDED THAT the individual Member or representative of the Member organisation (as the case may be) shall have the right to be heard by a General Meeting of Members before the final decision is made.  There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

6. Central Hub – Body Corporate 

The Board of Directors of the Association shall be made up of the persons signing this document.  A new Board of Directors will be elected at the Annual General Meeting in accordance with this clause and following any procedures or rules set by the Central Hub.

After the first Annual General Meeting the Association shall have a Board of Directors of not less than three and not more than twelve individuals, consisting of:

The executive officers (‘Officers’): a Chairperson, a Vice-chairperson, a Secretary and a Treasurer;

Not less than one and not more than eight individuals nominated by Organisation Members; and

Any other Members co-opted by the Central Hub.

The Officers are elected at an Annual General Meeting, and must retire from office after serving for one year but they may be re-elected or re-appointed.

Meetings of the Board of Directors shall occur at least four times a year and shall be convened by the Secretary or Chairperson giving the Board of Directors Members at least seven days’ notice unless it is deemed an emergency meeting.

The quorum for Board of Directors meetings is at least four Members of the Central Hub.  No business of the Association can be conducted unless a quorum is present at the start of and throughout such a meeting.

Voting at Board of Directors meetings shall be by majority vote of all Board of Directors Members present and voting on the question.  If there is a tied vote the chairperson of the meeting shall have a second or casting vote.  The Board of Directors can make and modify rules (regulations or standing orders) about matters relevant to the Association.  No rule may be made which is inconsistent with this Constitution.

The Board of Directors may appoint one or more subcommittees’ to perform any function or duty which in the opinion of the Board of Directors would be more conveniently undertaken or carried out by a subcommittee; any subcommittee must always report to the Central Hub.

No Member of the Board of Directors can receive any payment of money or other material benefit (whether directly or indirectly) from the Association, or from the property belonging to the Association or from the services the Association provides, except for reimbursement of reasonable out-of-pocket expenses actually incurred in running the Association and also reasonable and proper remuneration for any goods and or services provided to the Association;

All Board of Directors Members shall be given at least seven days’ notice of a meeting unless it is deemed an emergency meeting.

Minutes must be kept of the proceedings at meetings of the Board of Directors and any subcommittee or staff meetings.

A Member of the Board of Directors must cease to hold office if he or she:

Is disqualified from acting as a Member of the Board of Directors according to Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

Becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

Is absent without permission of the Board of Directors from all their meetings held for a period of four meetings and the Board of Directors resolves that his/her office should be vacated; or

Notifies to the Board of Directors of his/her wish to resign

L. The organisation shall:

– Exist in its own right, separately from its members.

– Be able to own property and other possessions.

– Be able to sue and be sued in its own name.

The Charity will continue to exist even when its membership changes and there are different office bearers.

The Charity has rights in the property or other assets of the organization Members or office bearers of the organisation do not have rights overt things that belong to the organisation

7. General Meetings

The Board of Directors shall call a General Meeting at least once a year.

Only Members of the Association can vote at a General Meeting.

If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to such time and place as the executive officers shall determine.

The executive officers must reconvene the meeting and must give at least seven clear days notice of the reconvened meeting stating the date, time and place of the meeting.

If no quorum is present at the reconvened meeting within 15 minutes of the time specified for the start of the meeting the Members present in person or by proxy at that time shall constitute the quorum for that meeting.

People who are not Members of the Association are entitled to attend General Meetings.

Before any other business is transacted at a General Meeting the persons present shall appoint a chairperson of the meeting from the Members of the Central Hub.

The Secretary or other person specially appointed by the Board of Directors shall keep a full record of the business undertaken at a General Meeting.

At least fourteen days notice shall be given of a General Meeting and it will be suitably advertised to Members.

8. Annual General Meetings

An Annual General Meeting is a special form of General Meeting to which the clauses herein under General Meetings apply.

The Annual General Meeting will be held not more than six months after the close of the previous year.

The business of the Annual General Meeting shall include:

Receiving a report from the Chairperson of the Association’s activities over the previous year.

Receiving a report and presentation of the previous financial year’s accounts from the Treasurer on the finances of the Association.

Conducting elections for vacant positions as Officers of the Association, according to requirements set out in the Board of Directors clauses herein.

9. Assets and Accounts

All property and assets of the Association will be held by all the Members of the Board of Directors or by a body nominated by the Board of Directors to hold assets on behalf of the Association.

The funds of the Association, including all donations, must be paid into bank accounts operated by the Board of Directors in the name of the Association.  All cheques and EFT’s drawn on the accounts must be signed by at least two Members of the Central Hub.

The funds belonging to the Association shall be applied only in furtherance of the objectives and in meeting the proper costs of administering the Association and of managing its assets.

Records shall be kept of all receipts and expenditures of the Association, compiled by the Accounting officer into an annual statement of accounts.

The financial year of the organisation ends on the 28th of February each year.

10. Amendment of the Constitution

The Constitution can be amended by a resolution passed by not less than two-thirds of the Members present and voting at a General Meeting.  The notice of the General Meeting must include notice of the alterations proposed.

No amendment may be made which would have the effect of making the Association cease to be an Association according to the law or which would alter the objectives beyond the reasonable contemplation of the Members or of people making donations to the Association.

11. Dissolution

If the Board of Directors decides that it is necessary or advisable to dissolve the Association it shall call a General Meeting of Members of the Association, stating the terms of the resolution to be proposed.  If the proposal is confirmed by a twothirds majority of those present and voting, the Board of Directors shall have power to realise any assets held by or on behalf of the Association.

Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objectives similar to the objectives of the Association as the Members of the Association may determine or failing that shall be applied for some other charitable

Adoption of the Constitution

Until the second Annual General Meeting takes place, this constitution shall take effect, with the persons whose signature appears at the bottom of this document being Members of the Central Hub and board of directors.

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