1. PREAMBLE

This Constitution replaces the Constitution of 9 July 2003 and signifies a fundamental shift away from a body solely representing organisations serving older persons, to a united organisation primarily representing the older citizens of South Africa.   This Constitution further reflects a profound commitment to upholding the highest ideals of a united South Africa as embodied in the Constitution of our country, and specifically, the rights of older persons to dignity, respect, equity, protection and empowerment.

2. NAME

The name of the organisation is Age-in-Action, hereinafter referred to as the ‘Organisation’.

3. MISSION

A developmental organisation which strives, in collaboration with other stakeholders, to uphold the rights and dignity of older persons, through advocacy and lobbying and improved access to care; support and protection; training and development;  and sustainable economic empowerment.

4. OBJECTIVES  OF  THE  ORGANISATION

   4.1    To initiate and promote programmes aimed at advancing the status, well being, safety and security of vulnerable
              and needy older persons.

   4.2    To provide community based health care services for frail, bedridden, vulnerable and needy older persons.

   4.3    To initiate prevention and educational programmes on HIV/AIDS for older persons.

   4.4    To provide empowerment programmes for vulnerable and needy older persons visa viz., adult education.

   4.5    To conduct relevant social research so as to provide and initiate effective interventions.

   4.6    To compile relevant publications and disseminate information relating to older persons.

   4.7    To initiate and implement intergenerational programmes.

   4.8    To lobby and advocate for the rights of older persons.

5. AREA   OF   OPERATION

The Organisation shall operate in the Republic of South Africa.

6. LEGAL STATUS OF THE ORGANISATION

   6.1     The Organisation is a body corporate with its own legal identity which is separate from its individual members
              and will continue to  exist even if the member change.

   6.2     The Organisation may own property, enter into contracts, and sue or be sued in its own name.

7. MEMBERSHIP AND  OFFICE  BEARERS

7.1     Members or office bearers have no rights in the property or other assets of the Organisation solely by virtue
          of their being members or office bearers.

7.2     The income and property of the Organisation shall:

           7.2.1  Be used solely for the promotion of its stated objectives;

           7.2.2   Not be paid or distributed directly or indirectly to any person, or to any member of the Organisation
                      or office bearers, except as reasonable compensation for services actually rendered to the
                      Organisation or reimbursement of actual costs or expenses reasonably incurred on behalf of the
                      Organisation.

7.3     The Organisation is an approved Public Benefit Organisation with the Commissioner for the South African
           Revenue Service for exemption from appropriate taxes and duties.

In compliance with Section 30 of the Income Tax Act, the provisions set out in the attached Schedule A shall bind the Organisation and qualify this Constitution.

8. MEMBERSHIP

8.1     Any non-governmental organisation, engaged in the care and/or provision of services to the aged, may be
          granted full membership of the Organisation upon payment of the prescribed fees.

8.2     Special membership with no voting rights can be granted to any other organisation or an individual
           interested in ageing and pays the prescribed fees.

8.3     A business or corporate body which has made a financial contribution to the Organisation can be granted
          corporate membership by the National Executive Committee, hereinafter referred to as the NEC, without
          voting rights, upon payment of the prescribed fees.

8.4     Membership fees are determined by the NEC.

8.5     The NEC, on recommendation by the Management Committee, hereinafter referred to as MANCO, may at
           any time suspend a member, provided that notice of the intention shall be given in writing to the member,
           with full reasons, at least one [1] month before the meeting of the NEC at which the motion is to be tabled.
           If the interests of the aged are seriously at risk, MANCO may temporarily suspend membership with
           immediate effect provided that this matter is referred to the NEC for a final decision.  Such suspension of
           membership shall require approval by a two-thirds [2/3] majority of members.        

    9.   MEETINGS   OF   THE   ORGANISATION

9.1     The Organisation shall hold an Ordinary General Meeting, hereinafter referred to as the OGM, once every
           two [2] years at a time and place to be determined by the NEC, which shall give not less than two [2]
           month’s notice of such meeting.

9.2     The following matters shall be dealt with at an OGM of the Organisation:

9.2.1   adoption of a two yearly report by the NEC on its activities and financial statements since the
            last OGM;

9.2.2   confirmation of the election of the members of the NEC;

9.2.3   ratification of the appointment and remuneration of an auditor;

9.2.4   other matters of which due notice has been given; and

9.2.5   resolutions submitted by members.

9.3     The NEC may, and at the written request of not less than fifty [50] members of the Organisation, convene a             Special General Meeting, hereinafter referred to as SGM, of the Organisation by giving not less than one             month’s [1] notice of such SGM.

9.4     In the notice convening an OGM or a SGM of the Organisation, an agenda on the nature of the business to             be transacted shall be included.

9.5     The quorum at an OGM or SGM of the Organisation is twenty-five per cent [25%] of members.

9.6     If there is no quorum at an OGM or SGM of the Organisation, the meeting shall stand adjourned for not less
           than one week [1] to a place and time fixed by the NEC with notice to all members.  The members
           attending such adjourned meeting shall constitute a quorum.

9.7     The Chairperson of the NEC shall chair meetings of the Organisation, provided that in his/her absence, the
          Vice-Chairperson, and in his/her absence, the Second Vice-Chairperson, and provided that in the absence             of these elected officers, those members present may appoint their own person to chair meetings.

9.8     The Organisation, NEC, MANCO, Provincial Advisory Committees, hereinafter referred to as PAC’s, and
           other Sub-Committees shall cause therein minutes of all meetings to be recorded, and such minutes, when
           confirmed at the next respective meeting and signed by the Chairperson of the meeting, shall be prima
           facia evidence of the correctness of the matters recorded therein.

9.9     The following rules shall apply to voting at an OGM:

9.9.1  All members are entitled to nominate persons to represent them at an OGM or SGM, provided
          that:

[a] the member has authorised the delegate in writing;

[b] the NEC has been informed accordingly at least two weeks [2] before the meeting; and

[c] a delegate may represent a maximum of five members [5] at the meeting by proxy.

9.9.2  Members and serving members of the NEC and MANCO may vote at meetings and each will
          have one vote [1].

9.9.3  Special and corporate members may attend meetings and participate in discussions, but will
           have no vote.                             

   10. THE   NATIONAL   EXECUTIVE   COMMITTEE 

10.1    The NEC shall manage and control such affairs as have been delegated by the OGM.

10.2    The NEC shall consist of nine [9] members elected by the full members in each of the nine provinces.  The
            NEC may appoint up to four [4] additional members, who have distinguished themselves in the field of
            care of the aged or by virtue of their expertise, or who have a direct contribution to make towards the
            advancement of the work of the Organisation.
           Additional members shall have full voting rights and the same term of office as the elected members.

10.3   The NEC shall hold office from the date on which the election of its members is confirmed for a period
           of four [4] years.

10.4   After the confirmation of its election, the NEC shall meet to elect a Chairperson, a First Vice-Chairperson
          and a Second Vice-Chairperson.

10.5   The Chairperson of the NEC shall have both a deliberative vote and a casting vote, except when the voting
           deals directly with individuals and votes are tied, in which case the decision will be made by lot.

10.6   The NEC shall fill a vacancy in the offices of Chairperson or First and Second Vice-Chairperson from its              members, and shall fill a vacancy in its membership by appointment of a member from the same province              who shall hold office until the next OGM of the Organisation with full voting rights.

10.7   Appointment or election of the nine [9] NEC members will be conducted in accordance to the bye-laws,
          subject to the following:

10.7.1   Ex staff members of the Organisation will not be eligible to serve on the NEC; and

10.7.2   Should a nominated representative be appointed as the Chairperson of the Organisation, the
              NEC will consider a further nomination for an NEC member from the PAC who will be
              representative of the Chairperson's province.

10.8   The NEC shall be entitled to:

10.8.1   invite representatives of the Government to attend deliberations and/or meetings in an
              advisory capacity; and

10.8.2   recommend to the Organisation the conferment of Honorary Life Presidency to a maximum of
              two [2] persons at any given time, who have given outstanding service to the cause of older
              persons.

10.8.3   appoint a MANCO which will comprise of:

[i]      The Chairperson;

[ii]     Two Vice-Chairpersons;

[iii]    The Chief Executive Officer; an

[iv]    The Deputy Director as representative of the provincial offices.

      The Chairperson of MANCO shall have both a deliberative and a casting vote.

10.8.4   Appoint other sub-committees to advise the NEC on specific issues on the understanding
              that such sub-committees are subject to the decision of the NEC.

10.8.5   Make, amend and repeal bye-laws to this Constitution not in conflict therewith, provided that a
             copy of such bye-laws, and of any amendment thereto or repeal thereof, shall be posted to all
              PAC’s and all members.

10.8.6   The NEC shall meet at least twice [2] during a financial year.

10.8.7   A quorum at meetings of the NEC and MANCO shall be half plus one of the members of
              these committees.

    11.   FUNCTIONS   AND   POWERS   OF   THE   NEC

11.1   The NEC shall carry out such duties as the Organisation may require of it, including the implementation of
           resolutions adopted by members’ meetings and shall have the right to delegate any of its functions to
           MANCO or PAC’s.

11.2  Finance

The NEC shall:

11.2.1   Make the necessary policies that will ensure effective financial management and control.

11.2.2   Approve and authorise the annual budget.

11.2.3   Approve the annual audited financial statements.

11.2.4   Recommend the appointment and remuneration of an auditor to the OGM.

11.3  Legal

The NEC shall institute and approve such policies and their execution that will allow the Organisation to enter into contracts or agreements and institute, conduct, defend, compound or abandon any legal proceedings by or against the Organisation.

11.4  Human   Resources

The NEC shall:

11.4.1   Institute and approve policies in respect of the human resources of the Organisation and
              monitor their execution.

11.4.2   Receive, consider and approve reports from members of staff.

11.4.3   Appoint the Chief Executive Officer and all other senior national office staff.

11.5  Service  Programmes

The NEC shall:

11.5.1   Institute and monitor the execution of policies in respect of all services rendered by the
              Organisation.

11.5.2   Receive, consider and approve annual planning and evaluation reports.

11.6  Membership

The NEC shall:

11.6.1   Determine and/or amend and monitor policies in respect of membership including a Code of                Conduct for members.

11.6.2   Approve applications for membership.

11.6.3   Regulate and institute the suspension of members and report to the OGM.

11.7  Administration

The NEC shall:

11.7.1   Institute, approve, amend and monitor bye-laws and regulations to ensure effective
              governance.

11.7.2   Compile a report for the OGM or SGM.

11.8  Perform all other tasks that in its opinion, are conducive to the attainment of the mission and objectives of
          the Organisation.

11.9  Relationship   with   MANCO

11.9.1   MANCO will be the functional arm of the NEC and be accountable at all times to that
              Committee.

11.9.2   The NEC shall refer any specific matters of an urgent or general interest to MANCO and
               receive and consider progress reports.

   12.  MANAGEMENT   COMMITTEE  

12.1  Composition

12.1.1   MANCO will comprise of the following in accordance with 10.8.3 of this Constitution:

[i]       The Chairperson;

[ii]      Two Vice-Chairpersons;

[iii]    The Chief Executive Officer; and

[iv]    The Deputy Director as representative of the provincial offices.

12.1.2   The term of office of MANCO will be the same as that of the NEC.

12.2  Meetings

MANCO will meet at least four [4] times during a financial year.

12.3  Functions   and   Duties

12.3.1   Execute policies made by the NEC, including ongoing evaluation of policies, and advise the                 NEC.

12.3.2   Exercise financial management and control, including the approval of expenditure in
              accordance with the approved budget, and report to the NEC.

12.3.3   MANCO [as approved by an OGM] may authorise the opening of an account at a bank, on                 behalf of the national and/or provincial offices, who act on behalf of the Organisation, as                 nominated in writing by MANCO.

    MANCO will authorise the bank to accept the signature[s]/endorsement[s] of the people
   authorised thereto on  all cheques, bills of exchange, promissory notes and other
    negotiable instruments on behalf of the client and to pay out all cheques, bills,
    promissory notes and other negotiable instruments signed by or on behalf of the
    client by the said authorised signatories.

   The authorised signatories may be changed/amended from time to time but these
   changes/amendments will only be effective when furnished in writing to the bank, duly
   authorised by MANCO at the branch where the account is domiciled.

12.3.4   Undertake strategic planning, including annual planning of services and report to the NEC.

12.3.5   Set standards, approve and appraise service programmes and report to the NEC.

12.3.6   Undertake accreditation of services to older persons, which means setting standards, norms                 and codes of conduct and report to the NEC.

12.3.7   Supervise, implement and appraise human resource policies and practices and report to the                 NEC.

12.3.8   Supervise and evaluate public relations and fundraising programmes and advise the NEC.

12.3.9   Undertake specific tasks allocated by the NEC and report back.

12.3.10 Report to the NEC on any other matter referred to MANCO.

    13.   PROVINCIAL   ADVISORY   COMMITTEES

13.1  PAC’s are regarded as sub-committees of the NEC and are, therefore, directly accountable to that
          committee and  have no executive powers.

13.2  PAC’s will be elected or appointed in accordance to the bye-laws approved by the NEC.

13.3  The boundaries of PAC’s will be determined by the NEC.

13.4  The functions and powers of PAC’s will be determined by the NEC in consultation with PAC’s and may
         include:

13.4.1   representing the interests of members of the Organisation in a particular region;

13.4.2   identifying and communicating needs of older persons to provincial offices, provincial
              authorities and the NEC;  

13.4.3   initiating advocacy and social action;

13.4.4   promoting networking in the field of ageing;

13.4.5   providing consultation and advice to provincial offices;

13.4.6   undertaking fundraising and promotions in consultation with provincial offices; and

13.4.7   undertaking specific tasks referred to them by the NEC and reporting back.

   14.   FINANCIAL   PROVISIONS

14.1  A budget of estimated income and expenditure of the Organisation for the next financial year shall be
          prepared and approved by the NEC before commencement of the financial year.

14.2  All monies received by the Organisation shall be paid into its banking account and be invested only in
          registered financial institutions.  All disbursements shall be made by cheque signed by not less than two [2]
          persons authorised by the NEC.

All disbursements of items not approved in the budget shall require the approval of MANCO, and be ratified by the NEC.

14.3  The NEC shall cause full and true accounts of the Organisation to be kept; such accounts shall be balanced
          and audited by the auditor as at 31 March of each year when the Organisation’s financial year shall
          end. Copies of the consolidated financial statements shall, by 30 September of each year, after adoption
          by the NEC, be sent to each member of the Organisation, as well as the Directorate:  Non-Profit
          Organisations,  together with a report by the NEC of its activities for the year.

   15.  POWERS  OF  THE  ORGANISATION

The Organisation shall have all the powers necessary for it to carry our its stated objectives effectively.  Such powers shall include, but not be limited to:

15.1  institute or defend any legal or arbitration proceedings and to settle any claims made by or against the
          Organisation;

15.2   prudently invest funds of the Organisation;

15.3   accept donations made to the Organisation and retain them in the form in which they are received, or sell
           them and re-invest the proceeds;

15.4   purchase, acquire, maintain, manage, develop, exchange, lease, sell, or in any way deal with property and
          assets of the Organisation;

15.5   To donate and transfer the property and assets of the Organisation to other Organisations with the same or
           similar exemptions from taxes and duties to those of the Organisation;

15.6   To borrow and to use the property or assets of the Organisation as security for borrowing;

15.7   To execute any act or deed in any deeds registry, mining titles or other public office; and

15.8   To exercise all the management and executive powers that are normally vested in the Board of Directors of
           a Company. 

   16.   AMENDMENT   OF   THE   CONSTITUTION

16.1   This Constitution may be amended with the approval of not less than two-thirds [2/3] of the voting members             present at an OGM of the Organisation, or at a SGM thereof, of which due notice in accordance with the             Constitution shall have been given, and such notice shall include the text of the proposed amendment.

            Voting members who are not able to attend the above-mentioned meetings, may cast a postal vote or
           make use of a personal proxy as provided under Clause 9.9.1[c].

            It is further provided that the NEC may, by resolution and/or bye-laws, determine the procedures and
           forms to be used in casting a postal vote.

16.2   Notice of a motion by a member for the amendment of this Constitution shall be in writing and received in
          the office of the Organisation at least three [3] calendar months before the date of the OGM or SGM at
           which the motion is to be considered.

   17.  DISSOLUTION   OF   THE   ORGANISATION

17.1  The Organisation may be dissolved if not less than two-thirds [2/3] of the voting members present at an
          OGM or SGM of the Organisation are in favour of dissolution, provided that the notice convening the
         meeting has clearly stated that the question of dissolution of the Organisation and disposal of its assets are
         to be considered.

17.2  Upon the dissolution of the Organisation, after all debts and commitments have been paid, any
          remaining assets shall not be  paid to or distributed amongst members, but shall be transferred by donation
          to some other non-profit Organisation which the NEC [and failing which any division of the High Court]
          considers appropriate and which has objectives the same or similar to the objectives of the Organisation
          and should the Organisation be exempt from the payment of any taxes and duties:

[a]    any similar Public Benefit Organisation which has been approved in terms of Section 30 of the
       Income Tax Act;

[b]  any institution, board or body which is exempt from tax under the provisions of Section
      10[1][cA[I] of the Income Tax Act,  which has its sole or principal object the carrying on of any
       public benefit activity;  or

[c]  any department or state or administration in the national or provincial or local sphere of
      government of the Republic.                                                  

   18. INDEMNITY

18.1      Subject to the provisions of any relevant law, members and staff of the Organisation or appointed
           delegates shall be indemnified by the Organisation for all acts done by them in good faith on its behalf.

18.2     Subject to the provisions of any relevant law, no member or staff of the Organisation or appointed delegates            shall be liable for the acts, receipts, neglects or defaults of any other member or office bearer, or for any            loss, damage or expense suffered by the Organisation, which occurs in the execution of the duties of his or            her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care,            diligence and skill required by law.

  19.  COMING   INTO   OPERATION

This Constitution shall replace the Constitution of 9 July 2003 as amended, and shall come into operation on 9 October 2007, provided that the present NEC shall remain in office until the date of the first meeting of the first NEC elected under this Constitution, and provided further that the election of such first NEC need not be confirmed by an OGM of the Organisation and that such first NEC shall be deemed to hold office from the date of such first meeting.

[Bye-laws   available  on  request]

SCHEDULE     A  [REFERRED   TO  UNDER   7.3]

REQUIREMENTS  FOR   APPROVAL  AS  A  PUBLIC  BENEFIT

ORGANISATION  in  terms  of  the 

Income  Tax  Act  NO.  58   of  1962  (as  amended)

As provided for in Clause 7 of this Constitution, the Organisation is an approved Public Benefit Organisation with the Receiver of Revenue for the exemption from appropriate taxes and duties.  In compliance with the Section 30 and Section 18A of the Income Tax Act, the following provisions shall bind the Organisation, and shall prevail in the event of any contrary clause that may exist within this Constitution.

The   Organisation   shall:

1.        Carry on at least 85% of its activities, measured as either the cost related to the activities or the time expended in respect thereof, for the benefit of persons in the Republic, unless the Minister of Finance directs otherwise.   Provided that cost incurred for the benefit of persons outside the Republic, shall be disregarded, to the extent of donations received by that organisation from persons who are not resident, and receipts and accruals derived directly or indirectly there from, which donations, receipts and accruals have not previously been taken into account for purposes of this proviso.

2.        Ensure that no activities of the Organisation are intended to directly or indirectly promote the economic              self-interest of any fiduciary or employee of the Organisation, otherwise than by way of reasonable
           remuneration payable to that fiduciary or employee.

3.        Carry on its public benefit activities in a non-profit manner and with an altruistic or philanthropic intent.

4.        Comply with such conditions, if any, as the Minister of Finance may prescribe by way of regulation to
           ensure that the activities and resources of the Organisation are directed in the furtherance of its objectives.

5.        Submit to the Commissioner a copy of and a copy of any amendment to this Constitution.

6.        Have at least three persons, who are not connected persons in relation to each other, to accept the
           fiduciary responsibility of the Organisation and no other single person directly or indirectly controls the
           decision making powers relating to that Organisation.

7.        Be prohibited from distributing any of its funds to any person (otherwise than in the course of undertaking
           any public benefit activity).

 8.       Ensure that it is not knowingly a party to, and does not knowingly permit itself to be used as part of any
           transaction, operation or scheme of which the sole or main purpose is or was the reduction,
           postponement or avoidance of liability for any tax, duty or levy, which, but for such transaction, operation or
           scheme, would have been or would have become payable by any person under the Act or any other Act
           administered by the Commissioner.

 9.       Be 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;
           provided that a donor (other than a donor which is an approved public benefit organisation or an institution,
           board or body which is exempt from tax in terms of Section 10(1)(cA)(i), which has as its sole or principal
           object the carrying on or any public benefit activity) 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. 

10.      Not pay any remuneration as defined in the Fourth Schedule, 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 and has not and will not economically benefit any person in a manner which is not consistent with its objectives. 

11.      Comply with such reporting requirements as may be determined by the Commissioner. 

12.      Take reasonable steps to ensure that the funds, which it may provide to any association of persons, as contemplated in section paragraph 10(iii) of Part I of the Ninth Schedule of the Act are utilised for the purpose for which they are provided. 

13.       Not use its resources directly or indirectly to support, advance or oppose any political party. 

14.       Ensure that any books of account, records of other documents relating to its affairs are: 

  14.1  where kept in book form, retained and carefully preserved by any person in control of the        Organisation, for a period of four years after the date of the last entry in   any such book; 

  14.2  or where not kept in book form, are retained and carefully preserved by any person in control of the Organisation, for a period of four years after the completion of the last transaction, act or
operation to which they relate.