Constitution of Life Righting Collective: 125-306NPO

1.0.  Name

The organisation constituted will hereby be called Life Righting Collective.

2.0. Area of Jurisdiction  

2.1 The area of jurisdiction of Life Righting Collective is the area of jurasdiction of Western Cape, Eastern Cape and Northern Cape.                  

2.2 The provisions of sub clause 2.1 shall not bar Life Righting Collective in accordance with its powers from undertaking activities in accordance with its powers, outside its area of jurisdiction.

3.0. Legal Status

3.1 Life Righting Collective shall exist in its own right, separately from its members.

3.2 Continue to exist despite changes in its membership and office bearers.

3.3 Life Righting Collective shall be a juristic person, capable of suing and being sued in its own name and of performing all such acts as are necessary for the purpose of exercising its powers and carrying out of its duties.

4.0.  Objectives

4.1 Primary Objectives

The main object of the Life Righting Collective is to focus on the arts as a philanthropic tool for self empowerment and to facilitate growing healthy contemporary community through creative engagement, in particular, life writing (or memoir writing). In this process, the arts are used to address the difficulties we experience as people (adults and youth) through the powerful vehicle of the arts. This includes dissemination of the arts to a wider audience, thus decreasing prejudice and promoting social cohesion, compassion and tolerance.

This will be achieved through two powerful vehicles:

4.1.1 The first is to promote personal life writing as a creative tool for mental health and personal development. Most people in South Africa do not have access to any kind of debriefing of emotional trauma, and growing up in difficult circumstances such as poverty can limit a person’s ability to imagine and to communicate. Learning the tools to reflect on a life event and to write it down, can foster a more curious and less fearful or destructive attitude to life.

4.1.2 The second is to provide an avenue for these life stories to be published, so as to disseminate diverse experiences to a wide readership, thus decreasing prejudice and promoting social cohesion. Reading about the experiences of people like oneself can provide role models and hope, while reading about others who are ostensibly different, can promote compassion and tolerance.

4.2 In Pursuance of its Primary Objectives, the Life Righting Collective:

4.2.1 will offer programmes where young people and adults from diverse [differentiated] communities [and schools] are brought together for workshops; exchange days; weekends and full weeks of artistic sharing and creating. This process will target people from diverse contexts thereby cutting across prejudice, bridging difference, creating connection and facilitating group healing.

4.2.2 will promote personal life writing as a creative tool for mental health and personal development: this is based on the belief that most people in South Africa do not have access to any kind of debriefing of emotional trauma, and that by learning the tools to reflect on life events and to write them down, a more curious and less fearful or destructive attitude to life can be fostered.

4.2.3 will provide avenues for life righting to be disseminated to diverse and wider audiences, thus decreasing prejudice and promoting social cohesion. Being exposed to the experiences of people like oneself can provide role models and hope, compassion and tolerance.

4.2.4 will grow cultural awareness in local artistic talent and develop new audiences with youth and adults, by becoming acquainted with artistic vehicles, e.g. readings, publications, for sharing their life writing.

4.2.5 will draw up, make, publish and sell or make available free of charge guides, publications, videos and similar matter intended as both artistic and education resource material.

4.2.6 Acknowledging a need amongst youth and adults in both rural and urban settings for greater access to essential information and contemporary ideas, the organisation aims to improve levels of access to life writing information through face to face and innovative media access.

5.0. Income and Property

5.1 The organisation will keep a register of its assets and will update this register in the course of the annual audit.

5.2 The organisation may not give any of its money or property to its members or office bearers. The only time it can do this is when it pays for work that a member or office bearer has done, rendered for the organisation.  The payment must be a reasonable amount at standard industry rates of pay for the work that has been done.   

5.3 A member of the organisation can only get money back from the organisation for expenses that she or he has paid for or on behalf of the organisation and against provision of the necessary documentary proof.

5.4 Members of office bearers of the organisation do not have rights over property or other assets that belong to the organisation.

6.0. Powers of the Organisation

6.1 Life Righting Collective has all the powers and duties necessary to enable it to fulfill its objects and, without limiting the generality of the aforegoing, has the following powers and duties:

6.1.1 lease, purchase or otherwise acquire, let, sell, exchange or alienate mortgage, burden with a servitude or confer any real right in immovable property;

6.1.2 hire, purchase or acquire, hire out, sell, exchange or alienate, pledge or confer any other real right in movable property;

6.1.3 open and conduct banking accounts at a bank as defined in the Banks Act, No. 94 of 1990;

6.1.4 Life Righting Collective exercises all its powers and duties in accordance with a budget and business plan approved by the Board 1 August of each year;

6.1.5 Life Righting Collective will not knowingly become a party to, and does not and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement scheme contemplated in Part IIA of Chapter III of the Income Tax Act, 58 of 1962, or a transaction, operation or scheme as contemplated in section 103(5) of the Income Tax Act, 58 of 1962;

6.1.6 The management committee may take on the power and authority that it believes it needs to be able to achieve the objectives that are stated in point number 4 of this constitution. Its activities must abide by the law;

6.1.7 The management committee does, however, have the power to buy, hire or exchange for any property that it needs to achieve its objectives;

6.1.8 The management committee has the right to make by-laws for proper management, including procedure for application, approval and termination of membership.

7.0. Members

7.1 Membership of Life Righting Collective is acquired by:

completion and submission of Life Righting Collective membership form.

7.2 Fulfilment of Life Righting Collectives’ minimum membership requirements as determined by the Board from time to time;

7.3 No membership fees will be charged to members of Life Righting Collective

7.4 No member or office-bearer is liable for any obligation or liability of Life Righting Collective solely by their status as an office-bearer.  

7.5 No office-bearer will be held 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 Life Righting Collective.

7.6 The Board may terminate the membership of any member on grounds that it deems appropriate, including but not limited to a failure on the part of that member to comply with the terms and conditions applicable to Life Righting Collectives’ members and any additional rules stipulated by the Board from time to time; provided that membership may not be terminated in terms of this sub-clause without first affording the relevant member the opportunity to make written and oral representations to the Board, and having those representations properly considered by the Board.

7.7 No member may directly or indirectly have any personal or private    interest in Life Righting Collective.

8.0. Roles of persons associated with Life Righting Collective

8.1 Members are those who voluntarily participate in the activities of the organisation.

8.2 Four to five office bearers are appointed from the members at an AGM for a period of TWO years, by a process of volunteering or nomination, and voting. Office bearers form a Management Committee numbering as many as required, but must include:

  • a financial officer,
  • a CEO,
  • a marketing adviser,
  • an administrator and communications officer.

The management committee is separate from the Board.

8.3 Board members are initially identified by members of the Management Committee; replacing Board members thereafter is undertaken in consultation with the Board. The Board appoints a Chairperson of the Board and a Vice-chairperson; Board members are selected based on their complementary and necessary skills and experience.

9.0. Management of Life Righting Collective

9.1 A five person executive management committee, all of whom are members of the organisation, will manage the organisation on a day to day basis and report twice annually (or as required) to the LRC Board, which will be made up of up to four persons.

9.2 The management committee will serve for two years, but can stand for re-election for another term in office after that. This is as long as their services are needed and they are ready to give their services.

9.3 Board members are asked to serve for three years unless they wish to resign during that period, or are asked to resign for one or other reason outlined below.  

9.3.1 Board members can be asked to resign if they miss more than two consecutive meetings without significant reason and apologies.

9.3.2 Board meetings include one Annual General meeting, and one meeting to report activities for the previous 5-6 months, and to report on expenditure and fund-raising. A written report from the management committee should be circulated two weeks before these meetings.

9.4 The management committee will meet at least once a month. More than half of the members need to be at the meeting to make decisions that are allowed to be carried forward. This constitutes a quorum.

9.5 Minutes will be taken at every meeting to record the management committee’s decisions. The minutes of each meeting will be given to management committee members at least two weeks before the next meeting. The minutes shall be confirmed as a true record of proceedings, by the next meeting of the management committee, and shall thereafter be signed by the CEO.

9.6 The organisation has the right to form sub-committees. The decisions that sub- committees take must be presented to the management committee. The management committee must decide whether to agree to them or not at its next meeting. This meeting should take place soon after the sub-committee’s meeting. By agreeing to decisions the management committee ratifies them.

9.7 All members of the organisation have to abide by decisions that are taken by the management committee.

10.0   Meeting of Members

10.1 Annual General Meetings

10.1.1 An annual general meeting must be held not later than 4 (four) months after the end of each financial year, at a time and place determined by the Board; provided that at least 14 (fourteen) days’ prior written notice of the annual general meeting must be given to all members.

10.1.2 The notice convening the annual general meeting must state in broad terms the business to be transacted at the meeting and must specify the terms of any resolutions to be proposed.

10.1.3 The Chairperson of the Board of Life Righting Collective, or in his/her absence, the Vice-Chairperson thereof, must chair the annual general meeting, provided that if neither the Chairperson nor the Vice-Chairperson is present within 10 (ten) minutes of the time appointed for the holding of the annual general meeting, the members must elect a chairperson for the meeting.

10.1.4 The business of the annual general meeting must include at least the following:

10.1.4.1 the election of the person to chair the meeting, when necessary;

10.1.4.2 the presentation and adoption of the annual report of the CEO of Life Righting Collective and the budget and business plan for the forthcoming financial year;

10.1.4.3 The consideration of the draft annual financial statements of Life Righting Collective, as approved by the Board;

10.1.4.4 The appointment of auditors for the forthcoming year;

10.1.4.5 The election of members to serve on the Board for the forthcoming year where necessary.

10.2 General Meetings

10.2.1 Other general meetings of Life Righting Collective may be convened at any time by:

10.2.2 the Board; the CEO of Life Righting Collective; or any 10 members of Life Righting Collective;

10.2.3 Any general meeting must be convened on not less than 10 (ten) days’ prior written notice to all members, which notice must state in broad terms the business to be transacted at the meeting, and must specify the terms of any resolutions to be proposed and the place, the day and the time of the meeting.

10.3 Quorum

10.3.1 The quorum for meetings of members of Life Righting Collective is 5% (five percent) of the number of members.

10.3.2 If there is no quorum after 10 (ten) minutes of the appointed time for the meeting, the meeting shall be postponed without further notice to the same time and day 7 (seven) days hence, or if that day falls on a public holiday, then the next business day. At such postponed meeting the members present shall be deemed to constitute a quorum.

10.4 Voting at annual general meetings and general meetings

10.4.1 Each member of Life Righting Collective has 1 (one) vote, and all questions arising shall be decided by a majority of votes. Board members are not organisational members and do not vote in general meetings, except on issues regarding the constitution of the Board and management committee.

10.4.2 No proxy or postal votes are permitted.

10.4.3 A resolution put to the vote is decided by a show of hands, unless a poll is demanded by the chairperson of the meeting, or by a member of Life Righting Collective with the support of at least 4 (four) other members; provided that no poll may be demanded if a resolution is tabled with regard to the election of the Chairperson of the meeting or with regard to any question of adjournment.

10.4.4 A poll is taken in such manner as the chairperson of the meeting directs.

10.4.5 In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson has a casting vote.

11.0   The Board

11.1 Composition

The Board of Life Righting Collective comprises a maximum of 3 to 4 (three to four) members; in the years after initial appointment, four (4) members should be elected at the annual general meeting, subject to availability and compliance with the criteria determined by Life Righting Collectives’ aims and objectives.

11.2 Election of Board members

11.2.1 Members nominated to the Board must have the qualifications and experience as determined by the Board from time to time. The Board will make the determined criteria available to members on request.

11.2.2 The Board members will facilitate the election process at the annual general meeting in accordance with a predetermined participatory process determined by the Board; provided that:

– the Board informs members of the nominated members at least 14 (fourteen) days prior to the date of the election at the annual general meeting;

– the election process is conducted with the assistance of auditors appointed by Life Righting Collective.

11.2 Term of office

11.2.1 The members of the Board of Life Righting Collective serve a 3 (three)-year term of office commencing at the annual general meeting at which they are elected.

11.2.2 Each member of the Board is eligible for re-election after 3 years; provided that members may serve on the Board for no more than 2 (two) consecutive terms of office.

11.2.3 Board members of Life Righting Collective at the date of adoption of this Constitution are entitled to continue to serve; provided that the time already served by them must be taken into consideration for purposes of determining the 3 (three) year term of office.

11.2.4 Co-opted members of the Board may serve on the Board for a maximum period ending at the first annual general meeting after the date of their co-option, provided that a co-opted member may again be co-opted when a new Board assumes office after an annual general meeting; provided further that the period of time served by such co-opted member of the Board shall not be taken into consideration for purposes of the 3 (three) year term of office.

11.3 Alternates

There are no alternate members of the Board.

1.3.1 Changes in the membership of the Board

A position on the Board becomes vacant If the relevant member:

11.3.2 is absent from 3 (three) consecutive meetings of the Board without the consent of the Chairperson; submits his/her written resignation to the Chairperson;

11.3.3 ceases for any reason to be a member or a representative of a member of Life Righting Collective.

11.3.4 is removed from the Board by a majority vote of 75% (seventy-five percent) of the Board members.

11.3.5 In addition to the maximum of two co-opted members, and in the event of any vacancy on the Board, or in the event of insufficient nominations for positions on the Board, the remaining members are entitled, but not obliged, to co-opt a member of Life Righting Collective to fill the vacancy and such member shall hold office as a member of the Board until the next annual general meeting; provided that the period of time served by such co-opted member of the Board shall not be taken into consideration for purposes of the 3 (three)-year term of office.

11.3.6 If for any reason the number of elected members of the Board falls below 3 (three), the remaining members must convene a general meeting at which they shall all be required to resign and a new Board shall be elected. The period of time (if any) between the election of such new Board and the next annual general meeting of Life Righting Collective is not taken into consideration for purposes of the 3 (three)-year term of office.

11.4 Conduct of Board members

11.4 1 The Board must adopt a Code of Conduct applicable to all Board members.

11.4.2 Board members are deemed to have read and familiarised themselves with the provisions of the Code of Conduct, and, by accepting nomination, are deemed to have agreed to be bound by the terms of the Code of Conduct.

11.5 Meetings of the Board

11.5.1 The Board meets, adjourns its meetings and otherwise regulates its meetings as it deems fit.

11.5.2 The Chairperson of the Board, or in his/her absence, the ViceChairperson thereof:

11.5.3 chairs all meetings of the Board; provided that if neither the Chairperson nor the Vice-Chairperson is present within 10 (ten) minutes of the time appointed for the holding of a meeting, the remaining members of the Board shall choose 1 (one) of their number present to chair that meeting;

11.5.4 may at any time, and upon the request of any 3 (three) members of the Board shall at any time, convene a meeting of the Board.

11.5.5 The quorum for all meetings of the Board is (one-half) the number in office at the relevant time.

11.5.6 All decisions of the Board are taken by a simple majority of votes of those present. In the event of an equality of votes, the Chairperson has a second vote.

11.5.7 Minutes of all Board meetings are kept and signed by the Chairperson of the meeting. They must be available at all reasonable times during business hours for inspection or copying by any member.

12.0. Powers and Duties of the Board

12.1 The Board has all the powers and duties of Life Righting Collective, save for those powers and duties which must be exercised by the members in terms of this Constitution, or in terms of any decision made by the members from time to time.

12.2 Not less than 3 (three) persons nominated by the Board, who are not connected to each other, will accept fiduciary responsibility for at any given time.

13.0. Chairperson and Vice-Chairperson

13.1 The Chairperson and the Vice-Chairperson of the Board serve as the Chairperson and Vice-Chairperson for an initial 3 (three) year period.

13.2 Only the Chief Executive Officer of the organisation or the Chairperson of the Board or, in his/her absence, the Vice-Chairperson, are entitled to issue public statements on behalf of Life Righting Collective.

14.0.  Sub-Committees

14.1 The Board may at any time establish and disestablish sub-committees, determine the composition and terms of reference of such committees, regulate the conduct of the meetings of such committees and confer on such committees any such powers as it deems fit.

15.0. Finances

15.1 The financial year of Life Righting Collective ends 31 July.

15.2 The funds of Life Righting Collective consist of:

  1. 2.1 Money raised by Life Righting Collective through its own commercial and fundraising activities;

15.2.2 Money donated to Life Righting Collective by any person or institution.

15.2.3 Life Righting Collective must open a bank account in its name.

15.2.4 Life Righting Collective must annually appoint auditors to prepare and audit Life Righting Collectives’ annual financial statements.

15.2.5 The accounting records and books of account of Life Righting Collective must be kept at the main office of Life Righting Collective, and must be available at all reasonable times during business hours for inspection or copying by any member of Life Righting Collective.

15.2.6 Life Righting Collective is not permitted to distribute any of its profits or gains to any person except for payment of services.

15.2 7 Life Righting Collective must utilise its funds solely for the objects set out in clause 4.

15.2.8 Life Righting Collective is prohibited from accepting any donation which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A of the Income Tax Act, No. 58 of 1962. The donor may not impose conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation. “Connected person” for the purposes of this clause and any other clause in this Constitution means any relative and any trust of which such natural person or such relative is a beneficiary.

15.2.9 No remuneration will be paid to any employee, office bearer, 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.

16.0. Delegations

16.1 The Board may delegate in writing any power, function or duty assigned to it or conferred or imposed upon it in terms of this Constitution or by the members, to any sub-committee or employee of, who in turn may further delegate such power, function or duty.

16.2 The delegation of a power, function or duty does not preclude the exercise of that power, the performance of that function or the carrying out of that duty by the Board.

16.3 The Board may at any time amend or revoke any delegation, and may delegate its powers, functions or duties subject to any limitations, directives or conditions which the Board may decide.

16.4 The Board may review and amend any decision in terms of a delegation contemplated, subject to any rights that may have accrued.

17.0. Indemnity

The members of the Board, members of any sub-committees of Life Righting Collective and all employees of Life Righting Collective are indemnified against all costs, losses or expenses which they may incur by reason of any contract entered into or act done or omitted to be done in good faith on Life Righting Collectives’ behalf.

18.0. Notices

18.1 Notice of all meetings provided for in this Constitution must be served personally, or sent by prepaid post or fax, or by e-mail, to the last address furnished by such person.

18.2 If a notice is posted, it is deemed to have been served 7 (seven) days after the date on which it was posted.

19.0. Amendments to the Constitution and Dissolution

19.1 This Constitution may be amended and Life Righting Collective may be dissolved by a resolution adopted at an annual general meeting or a general meeting with the supporting vote of ⅔ (two-thirds) of the members present at such meeting; provided that 21 (twenty-one) days’ notice of the proposed amendment or dissolution has been given to members of Life Righting Collective.

19.2 Life Righting Collective may be dissolved by a resolution adopted at an annual general meeting or a general meeting with the supporting vote of 80% (eighty percent) of the members present at such meeting; provided that 21 (twenty-one) days’ notice of the proposed dissolution has been given to member of Life Righting Collective.

19.3 In the event of the dissolution of Life Righting Collective, or in the event of its winding up, the assets of Life Righting Collective remaining after the satisfaction of all its liabilities must be transferred to some other institution, board or body which has been granted exemption from tax in terms of section 10(i)(cA) of the Income Tax Act, No. 58 of 1962, and which has objectives similar to those of Life Righting Collective, the precise organisation to be determined at a general meeting of Life Righting Collective. Failing the transfer of assets to such institution, board or body, such assets must be transferred to the State.

19.4 Any amendments to the Constitution must be submitted to the Commissioner for the South African Revenue Service within 30 (thirty) days from the date of the amendment.

This constitution was approved and accepted by members of

Life Righting Collective

At a special (general) meeting held on 2nd April 2017.