CONSTITUTION OF THE
NAMIBIA SPAY AND NEUTER PROJECT
t/a HAVE-A-HEART SPAY AND NEUTER PROJECT
INDEX
1. NAME
2. DEFINITIONS
3. OBJECTS AND PURPOSE OF THE ORGANIZATION
4. MISSION OF THE ORGANIZATION
5. POWERS OF THE ORGANIZATION
6. MEMBERSHIP TO THE ORGANIZATION
7. MANAGEMENT COMMITTEE
8. POWERS AND DUTIES OF THE MANAGEMENT COMMITTEE
9. VOTING PROCEEDINGS OF THE MANAGEMENT COMMITTEE
10. APPOINTMENT OF CHAIRPERSON
11. ANNUAL GENERAL MEETINGS & VOTING
12. EXTRAORDINARY GENERAL MEETINGS & VOTING
13. METHOD OF ELECTION OF BOARD MEMBERS
14. TERMINATION OF MEMBERSHIP
15. FINANCE
16. INVESTMENTS
17. WINDING UP OR DISSOLUTION
18. ALTERATIONS
1. NAME
The name of the Non-profit organization is “Namibia Spay and Neuter Project t/a Have-a-Heart Spay and Neuter program (hereinafter referred to as “the Organization”)
2. DEFINITIONS
In this Constitution, unless the contrary intention appears:
2.1 “Act” means the Animal Health Act, Act 1 of 2011;
2.2 “AGM” means the Annual General Meeting to be initially held, no more than 18 months after the Company’s date of incorporation, and thereafter once every calendar year within or not more than 5 months after the end of the financial year, but no more than 12 months after the date of the previous annual general meeting;
2.3 “Board” means the board of Directors of the Organization;
2.4 “Business Day” means any day other than a Saturday, Sunday or Gazetted national public holiday in the Republic of Namibia;
2.5 “Committee” means the Management Committee/Board of the Organization;
2.6 “Member” means a Member of the Board of the Organization;
2.7 “Organization” means the Have-a-Heart Spay and Neuter Project.
3. OBJECTS AND PURPOSE OF THE ORGANIZATION
3.1 The Have-a-Heart Project is a non-profit Organization working towards creating an environment in which every animal in Namibia can live a happy and healthy life.
3.2 The Have-a-Heart Project is a non-profit organization registered with the Ministry of Trade and Industry in Namibia under the name and style “Namibia Spay and Neuter Project t/a Have-a-Heart Spay & Neuter Project.
3.3 The Organization offers free spay and neuter services and vaccinations for animals in low income communities, mostly townships. The project started in Outjo in 2012 and has since expanded to various townships in and throughout Namibia.
3.4 The goals of the Organization are to-:
3.4.1 help advance public education in all aspects of animal care and protection; and
3.4.2 convince as many responsible pet owners as possible in townships to spay and neuter their pets.
4. MISSION OF THE ORGANIZATION
4.1 The Organization’s mission is to:-
4.1.1 Substantially reduce and finally eliminate stray animals by providing spay and neuter services to underserved communities in Namibia. By providing these services in targeted areas and promoting the message of “saving lives through sterilization”, the Organization can reach the goal of reducing stray animals and eliminating euthanasia of stray animals; and
4.1.2 To provide free spay and neuter services to all pet owners with low or no income and who do not have the financial means to have their pets sterilized.
4.2 Funding for this project will be raised by the Organization and sourced from donors.
5. POWERS OF THE ORGANIZATION
The Organization has all the powers conferred on it by virtue of the provisions of the Act.
6. MEMBERSHIP TO THE ORGANIZATION
6.1 Membership shall be open to any person over 18 who are interested in helping the Organization to achieve its goals and objects.
6.2 The membership of any member may be terminated for good reason by the Management Committee, but the member has a right to be heard by the Management Committee before a final decision is made.
7. MANAGEMENT COMMITTEE
7.1 The affairs of the Organization shall be managed and controlled by the Management Committee which, in addition to any powers and authority conferred by this Constitution, may exercise all such powers and do such things as are within the objects of the Organization.
7.2 The Management Committee shall consist of not more than 7 (seven) members and not less than 5 (five) members elected at the Organization’s Annual General Meeting.
7.3 Committee Members must be at least 18 (eighteen) years old.
7.4 The Management Committee shall comprise of a Chairperson, a Treasurer, a Secretary and such other officers the Organization may deem necessary.
7.5 The Management Committee shall meet at least 2 times each year.
7.6 The Board/Management Committee shall not receive payment for their services, but may, upon proof of such expenses incurred by the member, be reimbursed for direct out-of-pocket expenses at the discretion of the Board/Management Committee.
8. POWERS AND DUTIES OF THE MANAGEMENT COMMITTEE
Without limiting the general powers of the Management Committee shall be the following:-
8.1 To determine the dates of its committee member meetings, which shall be held at least 2 (two) times a year;
8.2 To fill any casual vacancy that may occur as a result of the resignation of a member, for the remaining balance of the term;
8.3 To appoint and/or discharge the Chairperson of the Board of the Organization and/or to determine his/her duties;
8.4 In the event that an Auditor is not appointed at the Annual General Meeting, the Management Committee may appoint an Auditor for the next financial year;
8.5 To defend and/or commence any legal proceedings and to do all such lawful acts and things that may be deemed necessary and expedient to carry into effect the objects and purpose of the Organization;
8.6 To determine and amend rules for the management of the affairs of the Organization and the regulation of the proceedings of the Management Committee members;
8.7 To co-opt to at any time persons possessing special qualifications, expertise or experience provided that the total of such co-opted persons shall not at any time exceed three. Co-opted persons are not members of the Board/Management Committee, have no voting rights at any meeting attended and shall resign each year at the first Board/Management Committee Meeting held after the Annual General Meeting, but shall then be eligible to be again co-opted;
8.8 To entrust such co-opt members with such powers and duties as the Committee in their sole discretion may deem fit;
8.9 To affiliate with or to enter into any arrangements with any other Organization or any association or body of persons having objects substantially similar to those of the Organization on such terms and conditions and subject to such supervision and control as the Board/Management Committee may deem necessary; and
8.10 To appoint a Chairperson from their own body in accordance with the provisions set out in paragraph 15 hereunder.
9. VOTING PROCEEDINGS OF THE MANAGEMENT COMMITTEE
9.1 Voting at Management Committee meetings shall be by show of hands on a majority basis. If there is a tied vote then the Chairperson shall have a second vote.
9.2 Any resolution of the Board/Management Committee shall be carried if a majority of the members are present and voting in favour of it.
9.3 Members of the Board/Management Committee may abstain from voting and any such abstentions shall be recorded in the Minutes.
9.4 A resolution in writing signed by all the Management Committee members for the time shall be as valid and effectual as if it had been passed at a meeting of the Management Committee duly called and constituted.
9.5 A Management Committee member unable to attend a Management Committee meeting may authorize any other Management Committee member to vote for him/her at that meeting, and in that event the Management Committee member so authorized shall be entitled to vote for each Management Committee member by whom he/she is so authorized in addition to his/her own vote. Authority in terms of this paragraph must be in writing (which may take the form of an email or fax) and must be handed to the Chairperson at the meeting at which it is to be used.
9.6 Decisions may be taken by means of random emails between members of the Management Committee.
9.7 The minutes of Board/Management Committee meetings shall be circulated to members of the Board/Management Committee prior to the next subsequent meeting at which meeting they shall be taken as read and a resolution shall be put that the minutes be signed by the Chairperson as correct. On such resolution no question other than questions relating to the correctness of the Minutes may be raised.
10. APPOINTMENT OF A CHAIRPERSON
10.1 The Chairperson of the Organization shall be appointed by the Board/Management Committee. If eligible, the Chairperson appointed in the preceding year may be reappointed.
10.2 The Chairperson of the Organization shall take charge of the books, documents and other property and daily operations of the Organization and shall summon all meetings by notice.
10.3 The Chairperson shall keep minutes of all meetings and conduct the correspondence of the Organization.
10.4 The Chairperson shall prepare an Annual Report and audited annual accounts to be submitted to the Board/Management Committee for approval, and to be laid before the Annual General Meeting.
10.5 If the Chairperson resigns their office, the Board/Management Committee shall elect a new Chairperson from its own body. The new Chairperson shall hold office until the commencement of the first meeting of the Board and/or Management Committee to be held after the Annual General Meeting in each year. If eligible the Chairperson in the preceding year may be reappointed.
11. ANNUAL GENERAL MEETINGS AND VOTING
11.1 The Board/Management Committee shall call an Annual General Meeting in accordance with the Act and this Constitution.
11.2 An Annual General Meeting of Members of the Organization shall be held within five months after the end of the financial year of the Organization at such time and place as the Chairperson shall appoint.
11.3 All members shall be given at least fourteen days’ notice of the A.G.M. and shall be entitled to attend and vote at the Annual General Meeting.
11.4 No business shall be transacted at an Annual General Meeting unless a quorum of members is present at the commencement of business.
11.5 The quorum for an Annual General Meeting shall be 5 members.
11.6 Every member shall have one vote at Annual General Meetings.
11.7 The Management Committee shall have the authority to interpret the meaning of this Constitution and any other matter relating to the affairs of the Organization on which this Constitution is silent.
11.8 The Chairperson of the Management Committee shall preside at any Annual General Meeting and at any Extraordinary General Meeting. In his/her absence, the Board and/or Management Committee shall appoint a member from their own body to preside in his/her place. The person presiding shall, in addition to his/her original vote, have a casting vote.
11.9 Only the Chairperson and those members of the Organization nominated by the Board/Management Committee shall speak for the Organization on matters of policy and/or fact.
11.10 The Chairperson shall enforce adherence to the Organization’s Constitution, Rules, Bylaws and Governance Policies and assure the integrity of the Board/Management Committee process.
11.11 In his/her absence, the Chairman may delegate any or all responsibilities set out in this Constitution to an appointed committee member.
11.12 The accidental omission to give notice to or the non-receipt of a notice of meeting by any person entitled to receive notice, shall not invalidate any resolution passed or any proceedings conducted at any meeting.
11.13 The business of the Annual General Meeting shall include:
11.13.1 receiving a report from the Chairperson on the Organization’s activities over the year;
11.13.2 To receive the audited annual accounts of the Organization, including a declaration that the accounts fairly represent the results of the operations of the Organization, and the auditor’s report on those accounts;
11.13.3 electing a new Management Committee;
11.13.4 To receive and adopt the minutes of the previous Annual General Meeting;
11.13.5 To appoint the auditor of the Organization who shall hold office until the next Annual General Meeting and who shall then be eligible for re-appointment; and
11.13.6 To considering any other matter as may be decided.
12. EXTRAORDINARY GENERAL MEETINGS
12.1 A Special General Meeting may be called by the Management Committee to discuss an urgent matter.
12.2 The Secretary shall give all members 24 hour’s notice of any Special General Meeting together with notice of the business to be discussed. All members shall be entitled to attend and vote at the Special General Meeting.
12.3 No business shall be transacted at an Extraordinary General Meeting unless a quorum of members is present at the commencement of business.
12.4 A quorum in the case of an Extraordinary General Meeting shall be three (3) members personally present.
13. METHOD OF ELECTION OF THE BOARD MEMBERS
13.1 All Members shall be elected for a consecutive term of three (3) years.
13.2 The election of Members shall be decided upon at the Annual General Meeting of the Organization, and such candidates duly elected shall take office at the first meeting of the Management Committee after the Annual General Meeting.
14. TERMINATION OF MEMBERSHIP
The membership of a Board/Management Committee member shall terminate in the following circumstances:
14.1 he/she is disqualified by the Act;
14.2 resign his/her office by written notice to the Chairperson;
14.3 is absent from four (4) meetings in a calendar year without having obtained prior leave of absence from the Chairperson; or
14.4 is expelled and/or removed under these Rules.
15. FINANCE
15.1 The Management Committee has the sole and exclusive management and control of the funds and other property of the Organization.
15.2 Bank accounts shall be opened in the name of the Organization. Any funds and/or donations received shall be deposited into the Organization’s bank account promptly.
15.3 Official receipts of the Organization signed by the Chairperson or nominees duly authorized for that purpose shall be regarded as sufficient acknowledgement and discharge in regards to all payments made to the Organization.
15.4 All payments made by the Organization shall be authorized by at least two nominated signatures by a member or members of the Management Committee nominated for that purpose and approved by the Chairperson or nominees duly authorized for that purpose.
16. INVESTMENTS
16.1 The Management Committee may, at its discretion, invest surplus funds of the Organization in investments in such manner as they may think fit. The Management Committee may from time to time alter such investments.
16.2 All investments made by the Organization shall be authorized by at least two nominated signatures by a member or members of the Management Committee nominated for that purpose and approved by the Chairperson or nominees duly authorized for that purpose.
16.3 Any immovable property that was bequeathed and/or donated to the Organization may by sold by the Organization, whether by private treaty or public auction, subject to the condition that at least two-thirds of those members present and voting at any General Meeting, agree thereto. The proceeds generated by such sale shall be paid to the Organization to be allocated towards the fulfilment of its mission, objectives and goals.
17. WINDING UP OR DISSOLUTION
17.1 The Organization may be wound up at any time if agreed by two thirds of those members present and voting at any General Meeting.
17.2 If upon winding up or dissolution of the Organization there remains any assets, money or surplus funds after all debts have been paid in full, such assets (if any) shall be returned to their providers, if they require it. Any surplus funds shall be passed to another group with similar aims.
18. ALTERATIONS TO THE CONSTITUTION
18.1 This Constitution shall take effect from the date of adoption by members and all Rules in force prior to that date are rescinded from that date but without prejudice to anything done there under.
18.2 This Constitution shall remain in force until it is revoked, altered or varied by a special resolution of the Board/Management Committee and subsequently adopted by members at an Annual General Meeting.
18.3 Proposals for amendments to this Constitution or dissolution in terms of paragraph 17 must be delivered to the Secretary in writing. The Secretary in conjunction with the Management Committee Members shall then decide on the date of a forum meeting to discuss such proposals, giving at least four weeks (28 days) clear notice.
18.4 Any changes to this Constitution must be agreed by at least two-thirds of those members present and voting at any General Meeting.
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