THE TRADITIONAL & NATURAL HEALTH ALLIANCE (“TNHA”)
CONSTITUTION OF VOLUNTARY ASSOCIATION
1. BACKGROUND
The Traditional & Natural Health Alliance (TNHA) was established on 01 May 2014 in urgent response to, among other issues, the gazetted regulations for the market per-authorisation (registration) of Natural Health Products under provisions of the Medicines and Related Substances Act (Act No. 101 of 1965) on the 15th of November 2013. These regulations are commonly referred to as the ‘Complementary Medicines Regulations’.
The Association represents the interests of its constituent membership, bodies and groups in related industries, as well as the public.
2. NAME
The name of the association is ‘The Traditional & Natural Health Alliance’ – South Africa, or in short form, The ‘TNHA’.
3. OBJECTIVES
The TNHA will simultaneously monitor future health legislation and trends in order to protect the interests of it’s members. The TNHA additionally promotes access to all health care information, services, treatments and products that the people deem beneficial for their own health and survival; to promote an understanding of the laws and factors impacting the right to access; and to promote the health of the people of this nation.
4. LEGAL STATUS
The Association is a body corporate with its own legal identity, which is separate from its individual members. The Association shall continue to exist notwithstanding a change in the composition of its membership. The Association may collect and distribute funds from its constituent members or public donations; enter into contracts, and sue or be sued in its own name.
5. NON-PROFIT DISTRIBUTING CHARACTER
5.1
The income and property of the Association shall be used solely for the promotion of its stated objectives. The members and the office-bearers shall have no rights to the property or other assets of the Association solely by virtue of their membership or in the capacity as office bearers. No portion of the income or property of the Association shall be paid or distributed directly or indirectly to any person (otherwise than in the ordinary course of such undertakings as are embarked upon in order to realize the objectives set out in paragraph 3 hereof; or to any member of the Association or Management Committee, except as:
5.1.1
reasonable compensation for services actually rendered to the Association;
5.1.2
reimbursement of actual costs or expenses reasonably incurred on behalf of the Association.
5.1.3
Upon the dissolution of the Association, after all debts and commitments have been paid, any remaining funds or assets shall be reimbursed to the donors thereof pro-rata to their respective contributions, or if otherwise agreed by the Association then transferred to another non-profit organist and which has objectives the same or similar to the objectives of the Association; or in such alternative manner in which the Management Committee (and members) consider appropriate;
5.2
The Association intends to pursue registering as an approved Public Benefit Organization. Should the Association become an approved public benefit organization then upon the dissolution of the Association, 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 organization which the Management Committee (and failing which any division of the High Court) considers appropriate and which has objectives the same or similar to the objectives of the Association;
5.3
The Association intends to apply to the Commissioner for the South African Revenue Service exemption from appropriate taxes and duties. In compliance with the provisions of the Income Tax Act, the provisions set out in the attached Schedule A shall bind the Association and qualify this Constitution.
6. POWERS
The Association, acting through its Executive Committee (EXCO), or at a General Meeting, shall have all the powers necessary for it to carry out its stated objectives effectively. Such powers shall include, but not be limited to, the General Investment and Administrative Powers set out in the attached Schedule B.
7. MEMBERS
7.1
The initial membership shall be those persons whose names and signatures appear on the attached Schedule C.
7.2
The EXCO may admit further members from time to time subject to due compliance with any conditions of membership as it may in its own discretion establish.
8. STRUCTURE OF THE ASSOCIATION AND ADDRESS
8.1
The Management Committee
8.1.1
Powers
8.1.1.1
The affairs of the Association shall be controlled and managed by the Executive Committee (EXCO). Subject to the terms of this constitution and to the resolutions of members in General Meeting, the EXCO may exercise all the powers of the Association.
8.1.1.2
In General Meeting, the Association may review, approve or amend any decision taken by the EXCO but no such resolution of the Association shall invalidate any prior action taken by the EXCO in accordance with the provisions of this Constitution.
8.1.2
Election
8.1.2.1
The members of the first Interim EXCO shall be elected by the founding members at the General Meeting at which this Constitution is adopted, and shall hold office until the first Annual General Meeting held after their appointment.
8.1.2.2
At such first Annual General Meeting and at every subsequent Annual General Meeting held thereafter shall determine the composition of the EXCO by ballot.
8.1.2.3
EXCO members shall be members of the Association.
8.2
Composition
8.2.1
The EXCO shall comprise at least three [3] but not more than [7] members. The membership of the EXCO shall comprise:
8.2.1.1
the Chairperson;
8.2.1.2
the Vice-Chairperson;
8.2.1.3
a General Secretary;
8.2.1.4
at least one [1] other person.
8.2.1.5
The EXCO may co-opt additional non-voting members as it may consider appropriate from time to time. The co-opted members shall serve for such
period as the EXCO considers appropriate.
8.3
EXCO Member/s Vacating Office
8.3.1
The office of an EXCO member shall be vacated if a member:
8.3.1.1
resigns; or
8.3.1.2
becomes unfit and/or incapable of acting as such; or
8.3.1.3
would be disqualified, in terms of the Companies Act or equivalent legislation in force from time to time, from acting as a Director of a Company; or
8.3.1.4
is removed by the EXCO, by resolution adopted by at least three-quarters (3/4) of its members in office from time to time, being not less than the
required minimum of 3 persons. The EXCO shall not be obliged to furnish reasons for its decision/s regarding removal except to the member removed and to the members of the Association in General Meeting.
8.3.2
Should a position on the EXCO fall vacant, theEXCO, by resolution adopted at least two-thirds (3/4) of its members, may (and if the vacancy reduces
the number of members to less than five [5], shall) co-opt a member/s to fill the vacancy/ies. The office of any person so co-opted as member of the EXCO shall lapse unless confirmed by resolution of members at the next General Meeting.
8.4
Procedure at Management Committee Meetings
8.4.1
The EXCO shall conduct its meetings and regulate its proceedings as it finds convenient, provided that:
8.4.1.1
The Chairperson, or in his or her absence, the Vice-Chairperson, shall chair all meetings of the EXCO which he or she attends. In the absence of the Chairperson and the Vice-Chairperson, the remaining members of the Management Committee shall elect a chairperson from those attending.
8.4.1.2
The Chairperson shall convene a meeting of the EXCO, bi-annually and at the written request of any two (2) members of the EXCO and may
convene such a meeting at any other time.
8.4.1.3
The quorum necessary for the transaction of any business by the EXCO shall be two-thirds (2/3) of the EXCO members serving at any given time.
8.4.1.4
At meetings of the EXCO each member with voting rights shall have one (1) vote.
8.4.1.5
Questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
8.4.1.6
Proper minutes shall be kept of the proceedings of the EXCO, and a record of the persons present at each meeting. The minutes shall be signed by the member who chairs the meeting, and shall be available at all times for inspection or copying by any member of the EXCO, and on two (2) days’ notice to the Secretary or his or her deputy, by any member of the Association.
8.4.1.7
A resolution signed by all members of the EXCO shall be as valid as if passed at a duly convened meeting of the EXCO.
8.4.2
The EXCO may delegate any of its powers to any of its members, or to a special purpose committee. The member, committee, employee or agent to whom such delegation is made shall conform to any regulations and procedures that may be stipulated by the EXCO from time to time.
8.4.3
The EXCO may appoint a Chief Executive and other officers and employees as it may consider necessary from time to time upon such terms and conditions as it may consider appropriate.
8.5
General Meetings
8.5.1
Annual General Meeting
8.5.2
An Annual General Meeting of the Association shall be held within a period of fifteen (15) months of the adoption of this Interim Constitution. Subsequent Annual General Meetings shall be held within three (3) months of the end of each financial year.
8.5.3
Annual General Meetings shall be convened by the Chairperson on not less than twenty-one (21) days prior written notice to all members entitled to attend the meeting. This notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting.
8.5.4 The business of an Annual General Meeting shall include:
8.5.4.1
the presentation and adoption of the Annual Report of the Chairperson;
8.5.4.2
the consideration of the Annual Financial Statements;
8.5.4.3
the election of members to serve on the EXCO for the following year;
8.5.4.4
the appointment of an Auditor (if required);
8.5.4.5
other matters as may be considered appropriate.
8.6
Other General Meetings
8.6.1
Other General Meetings of the Association shall be convened at any time by the Chairperson or at the written request of:
8.6.1.1
the EXCO;
8.6.1.2
the founding member
8.6.1.3
the members of the Association.
8.6.2
Any General Meeting other than the Annual General Meeting shall be convened on not less than fourteen (14) days written notice to all members. The notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting: provided that: should the Chairperson, having been requested to give such notice, fail to give it within seven (7) days of the request, the persons requesting the meeting shall be entitled themselves to give notice of and to convene the meeting.
8.7
Quorum
8.7.1
A quorum constituting a General Meeting of the Association shall be the lesser of:
8.7.1.1 3
members; or
8.7.1.2
one quarter (1/4) of the members.
8.7.2
Should any General Meeting have been properly convened but no quorum be present, the meeting shall stand adjourned to another date, which shall be within fourteen (14) days thereafter. The notice reflecting such adjournment shall be given to the persons and in the manner provided for in this Constitution. At such reconvened General Meeting, the members then present or represented shall be deemed to constitute a quorum.
8.8
Resolutions and Voting
8.8.1
At all General Meetings, a resolution if it is put to the vote shall be decided by means of a show of hands or by ballot. A vote by ballot shall be held only if demanded by the Chairperson or not less than one third (1/3) of the persons voting in person or by proxy. The result of the vote shall be the resolution of the meeting.
8.8.2
Each full and paid up (if membership is levied) member present or represented at such meeting shall be entitled to one (1) vote.
8.8.3
Questions arising shall be decided by a majority of votes. Should there be an equality of votes the Chairperson shall have a casting or second vote.
8.9 Minutes
Proper minutes shall be kept of the proceedings of all General Meetings, and a record of the persons present at each meeting. The minutes shall be signed by the chairperson of the meeting, and shall be available for inspection or copying by any member on seven (7) days notice to the General Secretary or his or her deputy.
8.10 Powers
Subject to the provisions of Clause 8.1.1.2 above, a duly convened General Meeting of the Association, at which a quorum is present, is competent to carry out all the objectives and to exercise all the powers of the Association as set out in this Constitution.
8.11
Notices
8.11.1
Notice of all meetings provided for in this Constitution, shall be delivered personally, or sent by email or facsimile, to the last such address or facsimile number notified by each person concerned to the Association, or in any other manner as the EXCO may decide from time to time.
8.11.2
The accidental omission to address notice/s to any person shall not invalidate the proceedings of any meeting.
8.11.3
If faxed, notices shall be deemed to have been received on the day of faxing unless the contrary is proven.
8.12
Address
8.12.1 The postal address of the Association will be PostNet Suite 141, Private Bag X1, Vlaeberg, 8001.
9. FINANCIAL MATTERS
9.1
Bank Account
The Management Committee shall –
9.1.1
open a bank account in the name of the Association with a Registered South African Bank. The Exco shall ensure that all monies received by the Association are deposited in the abovementioned bank account as soon as possible after receipt; and
9.1.2
appoint auditors (if required by vote by EXCO) and shall further be entitled hereunder to instruct its auditor to provide such additional services as may be required for the proper and effective administration of the Association’s financial affairs.
9.2
Signatures
The account will be opened by three (3) founding EXCO members. All cheques, promissory notes and other documents requiring signature on behalf of the Association shall be signed by at least two (2) of the EXCO members who open the account. Debit cards linked to the account may be issued to EXCO members who may require them for purchases directly related to bonafide NHA activities.
9.3
Financial Year End
The Association’s financial year-end shall be 31 December unless otherwise agreed
9.4
Financial Records
The EXCO shall ensure that the Association keeps proper records and books of account, which fairly reflect the affairs of the Association.
9.5
Annual Narrative Report and Financial Statements
9.5.1
The EXCO shall ensure that the Association prepares an annual narrative report describing the Association’s activities and an Annual Financial Statement for each financial year. The Annual Financial Statements shall conform with generally accepted accounting principles and shall include a statement of income and expenditure and a balance sheet of assets and liabilities.
9.5.2
Within two (2) months after drawing up the Annual Financial Statements, the EXCO may ensure that its books of account and financial statements are audited and certified in the customary manner by its Auditor or such alternative leading accounting firm as may be appointed by it.
9.6
A copy of the Annual Financial Statements and annual narrative report shall be made available to members as soon as possible after the close of the financial year upon request.
10. AMENDMENTS TO THE CONSTITUTION AND DISSOLUTION
The terms of this Interim Constitution may be amended, the name of the Association may be changed and the Association may be dissolved by resolution of sixty six per cent (66%) of the members present at an EXCO Meeting: provided that proper notice of the meeting is given not less than twenty-eight (28) days prior to the date of the Meeting and such notice states the nature of the resolution to be proposed.
11. INDEMNITY AND POWER TO INDEMNIFY
11.1
Subject to the provisions of any relevant statute, members of the EXCO and other office bearers shall be indemnified by the Association for all acts done by them in good faith on its behalf. It shall be the duty of the Association to pay all costs and expenses, which any such person incurs or becomes liable for as a result of any contract entered into, or act done by him or her, in his or her, said capacity, in the discharge, in good faith, of his or her duties on behalf of the Association.
11.2
Subject to the provisions of any relevant statute, no member of the EXCO and or other office bearer of the Association 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 Association, 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.
11.3
In the event that the Association should embarks upon litigation as herein contemplated it shall be entitled to join with other parties in the launching of such proceedings and to indemnify co-applicants or additional plaintiffs from and against the legal costs of such legal proceedings.
12. DISPUTES
12.1
In the event of a serious disagreement between the members of the EXCO and/or the Association regarding the interpretation of this Constitution then any two (2) EXCO members or any five (5) members of the Association shall be entitled to declare a dispute. Such declaration shall be in writing, state the issue in dispute, and be addressed to the EXCO.
12.2
The EXCO shall consider such declaration within one (1) weeks of receiving it. Should the EXCO not be able to resolve the dispute to the satisfaction of the person(s) declaring it, the dispute shall be referred to informal mediation and in the absence of agreement regarding a mediator or should mediation not resolve the dispute, the dispute shall be referred to arbitration.
12.3
The arbitration shall be finally settled under the rules of Arbitration of the Arbitration Foundation of South Africa. The seat of Arbitration shall be Cape Town, South Africa.
SCHEDULE B
POWERS OF THE EXECUTIVE COMMITTEE (EXCO)
The EXCO shall conduct and manage all of the affairs of the TNHA and shall be entitled to do all matters and things not specifically required to be done at a general meeting, including ensuring that NHA operates efficiently and in terms of its objects and attainment thereof as set out in the constitution. Without limiting the rights of management, the EXCO shall have the following special powers:
to convene a meeting;
to hold and have the custody and control of the funds and other property of the TNHA;
open and operate banking accounts either itself or by authorizing the secretary to do same in the name of TNHA for the purpose of transacting its business;
to take legal action, on behalf of the Association, in any court of competent jurisdiction,
to accept or refuse applications for membership;
impose, collect and/or receive membership subscription fees, levies, donations, or other monies and invest or apply such monies to the advancement of the interests of TNHA;
to cooperate or affiliate itself with any body having similar interests or objects likely to further the interests of the TNHA and its members;
employ and remunerate staff, consultants, or professional advisors and generally incur such liabilities and expenses as are necessary to conduct the affairs of the TNHA;
the EXCO may, at its discretion, reimburse any person as deemed necessary from time to time, for their time spent on official duties sanctioned by EXCO and reasonable traveling expenses and accommodation or other expenses necessarily incurred. Such expenses that may be required shall at all times be authorized by at least 2 members of the EXCO and preferably prior to the expense being incurred;
generally be responsible for the administration of the affairs of the NHA within the framework of this Constitution as may be required to be done in pursuance of the interests of good management of the NHA and for the promotion of its objectives.
SCHEDULE C
Founding Members and signatures.
Signed in Cape Town on this 1st day of May 2014.
Anthony Rees (Founder / Interim General Secretary)
Dr Bernard Brom (Interim Chairperson)
Dr James Laporta (Interim Vice Chairperson)