CONSTITUTION
FOR

ST MARTIN DE PORRES DEVELOPMENT PROJECT (SMDP)

(A PUBLIC BENEFIT ORGANISATION

OPERATED NOT FOR PROFIT)

2002

WHEREAS ST MARTIN DE PORRES DEVELOPMENT PROJECT (the Organisation) was founded in

January 2002 by the members of the Dominican Order

 AND WHEREAS it is intended that the ORGANISATION operates as a public benefit

organisation

 AND WHEREAS it is deemed expedient to constitute the ORGANISATION with legal

personality as an universitas personarum

 NOW THEREFORE THE SIGNATORIES HERETO ESTABLISH THIS CONSTITUTION

 ESTABLISHMENT OF AN UNIVERSITAS PERSONARUM

 A   An universitas personarum (which is an association of persons) is hereby established,

for the purposes and subject to the terms and conditions set forth in this Constitution.

 B  The name of the universitas personarum will be ST MARTIN DE PORRES PROJECT

hereinafter referred to as (“the ORGANISATION”).

 C The ORGANISATION is a juridical person with the power of doing or performing

such acts or things as bodies corporate by law do or perform, having perpetual
succession and entrusted with fulfilling the task of attaining its object for the
public good.  It shall, in its name, be capable in law of suing and of being sued.
The ORGANISATION has the capacity to acquire rights and obligations, and in
particular shall in its name, be capable of opening bank accounts, investing,
lending and borrowing moneys, or purchasing or otherwise acquiring, holding,
leasing, buying, selling, exchanging, alienating, hypothecating and property,
moveable or immoveable, burdening such property with a servitude, or otherwise
conferring any real rights therein, and generally, without in any way being limited
by or restricted to the powers specified above, of entering into any transaction
involving contractual or statutory right and obligations or involving real rights or
any other kind of transaction and of doing and performing such acts and things as
bodies corporate may by law do or perform.

 D  The rights and obligations of the ORGANISATION are independent of its members. 
Ownership of assets vests in the ORGANISATION.  It exists in its own right, separately from
its members. Members have no right to the assets the ORGANISATION may not distribute
any of its funds to any person (otherwise than in the course of undertaking any public
benefit activity) and it shall use its funds solely for the object for which it has been
established or to invest such funds in terms of Section 30 (3)(b)(ii) of Act No 58 of 1962
(the Act).

 E   Office bearers and members of the ORGANISATION are not liable for any obligations of
the ORGANISATION and are not vested with its rights or property. They are liable for
damages suffered by the ORGANISATION arising from their negligent, dishonest or
fraudulent actions.

 F   The ORGANISATION has perpetual succession and shall continue for an indefinite
period. If even a single member survives, the rights of the ORGANISATION devolve upon
that member.  It may be terminated in accordance with the procedure and in the manner
hereinafter stipulated.

 G  The members of the ORGANISATION shall be the members for the time being of the
Board of Management, the present members of which are the signatories of this
Constitution.

1. NAME:

The Name of the organisation will be ST MARTIN DE PORRES DEVELOPMENT PROJECT

2. ADDRESS:
 The is Rapodile/Dladla Streets, Highlands Kwa Thema- Springs 1575, P.O. Box 3382
Springs 1560, Tel./Fax: 011 736 6807

3. MISSION STATEMENT  (A)

St Martin de Porres Development Project is committed to work in partnership with

the local NGOs Business and government departments in the fight against
HIV/AIDS, gender inequality and poverty to enhance the quality of life, especially
for unemployed women and children and to find permanent and sustainable
solutions to their problems.

4.         OBJECTS & ACTIVITIES

 4.1        The sole object of the organization is to carry on one or more public benefit
activity within the Republic of South Africa and in particular, the counselling and caring
for persons and children afflicted with HIV/AIDS including the counselling of their families
in this regard.

4.2        The ORGANISATION carries on activities, which are of a philanthropic and

benevolent nature, having regard to the needs, interests and well-being of the general
public.

5.         BOARD OF MANAGEMENT

5.1       Authority of the Board of Management

All executive powers of the ORGANISATION shall vest in a body to be known as the Board
of Management. It acts on behalf of the ORGANISATION in all matters affecting the
conduct of its affairs, in furtherance of its objectives. The Board of Management shall
have the authority to do whatever is required to secure the financial viability and
continued existence of the ORGANISATION, which authority includes inter alia the
following:
5.1.1     Regulating the administration of the ORGANISATION according to acceptable
business practices and the requirements of the law.

5.1.2         The delegation of such powers as it deems fit to an executive or other

committee.

5.1.3         The appointment and dismissal of staff.

5.2  The ORGANISATION may not carry on any business undertaking or trading activity
otherwise than to the extent that it conforms to Section 30(3)(b)iv) of the Act.

5.3       No funds shall be distributed to any person (other than in the course of undertaking
any public benefit activity).

5.4   The funds of the orgae3dnization will be used solely for the objects for which it was
established, or shall be invested in terms of Section 30(3)(b)ii) of the Act.

5.5   No donation will be accepted save in terms of Section 30(3)(b)(iv) of the Act..

5.6   In case of the organization providing funds to an association of person contemplated

in paragraph (b)(ii) of the definition of a public benefit organization, reasonable steps will
be taken to ensure that the funds are utilized for the purpose for which they have been
provided.

5.7   No remuneration will be paid to any employee, office hearer, 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.

 6.   Membership of the Board

The Board of Management shall comprise at least three members, who are not connected
to each other and who accept the fiduciary responsibility of the ORGANISATION and not
more than seven (7) persons among whom shall be a representative of the Provincial of
the Dominican Order.

6.1  Cessation of membership

A member of the Board of Management shall cease to be a member if that person :

6.1.1 fails to attend three consecutive meetings without an apology given and duly
recorded.

6.1.2  is not able to subscribe to the spirit of the mission statement of the Organization.

6.2    Vacancies

Vacancies on the Board may be filled by decision of the Board for the un-expired period of
the members’ term of membership or by election at an annual general meeting.

7. MEETINGS OF THE BOARD OF MANAGEMENT

The Board of Management shall conduct its meetings and regulate its proceedings as it
may find convenient, provided that:

7.1       Office bearers (Chairperson Vice-chairperson, Secretary and Treasurer) will serve
for one year, but they can stand for re-election for another term.  

7.2.       The chairperson may, on notice effectively and timeously given, convene a
meeting of the Board of Management, and shall be obliged upon the requisition of any two
members of the Board of Management to convene such meeting.

7.3        The quorum for meetings of the Board of Management shall be three (3) persons
provided that representative of the Provincial of the Dominican Order is present.

7.4        Proper minutes shall be kept of the proceedings of the Board of Management, and
a record of those persons present at such meeting. The minutes shall be circulated to
members at least two weeks before the following meeting

7.5        A meeting of the Board of Management shall be held at least once a quarter.

7.6        Decisions of the Board are made by consensus failing which a show of hands.

8.         EXECUTIVE COMMITTEE OF THE BOARD

8.1        The Board shall delegate to an Executive Committee such powers as it requires to
be responsible for the day-to-day management of the ORGANISATION

8.1.2     The members of the Executive Committee shall be the Chairperson of the Board
and three other persons appointed by the Board. The Executive Committee shall meet as
often as it may deem necessary.

8.1.3     A quorum of the Executive Committee shall be 3 (three) members.

9.                  ANNUAL GENERAL MEETING

9.1               An annual general meeting of the members shall be held within a period of 12
(twelve) months of the adoption of this constitution, and subsequent annual general
meetings shall be held within 3 (three) months after the end of each financial year.

9.2               The business of the annual general meeting shall include inter alia:

9.2.1                      The presentation and adoption of the chairperson’s report;

9.2.2                      the adoption of the Annual Financial Statements;

9.2.3                      election of at least 4 (four) members to the Board;

9.2.4                      The appointment of auditors;

9.2.5                      The approval of a budget of income and expenditure for the ensuing year

9.2.6                      Other such matters as may be considered appropriate.

9.2.7                      The quorum for annual general meetings shall be five (5) members provided
that the representative of the Provincial of the Dominican Order is present.

10.    NOTICE OF MEETINGS

Effective and timeous notice of meetings must be given by the Secretary.

 
11.    FINANCIAL MATTERS

The ORGANISATION shall be conducted on a non-profit basis, with the intent and purpose
that its capital and income, whenever derived, shall be applied solely towards the
promotion of its objects, and no portion thereof shall be paid or transferred, directly or
indirectly, (whether by way of dividend, bonus or otherwise howsoever) by way of profit
or distribution to any of the members of the ORGANISATION provided that nothing herein
contained shall preclude the payment in good faith to a member or any other person for
services rendered or out of pocket expenses approved by the Board of Management

11.1 Financial year end of the ORGANISATION will  be last day of December of each year.

11.2 Business of the ORGANISATION shall be conducted through a bank account. Two
signature shall be required to operate the account.

11.3 Financial transactions including deposits and investments and the withdrawal of
deposits and the sale of investments require the written approval of the Chairperson.

12.       LEGAL ACTION

The ORGANISATION may sue or be sued in its own name.

13.       REGISTRATION IN TERMS OF THE NON-PROFIT ORGANISATIONS ACT.

The organization shall within such period as the Commissioner may determine, register in
terms of the Non-Profit ORGANISATIONS Act 71 0f 1997 and comply with any other
requirements imposed in terms of that Act.

14.       DISPUTE RESOLUTION

Any dispute between the members shall be referred to mediation.

 
15.             DISSOLUTION/WINDING UP

The organisation may close down if at least two - thirds of the members present and
voting at a meeting convened for the purpose of considering such matter, are in favour of
closing down.

When the ORGANISATION closes down, it has to pay off all its debts.  After doing this, if
there is property or money left over it should not be paid or given to members of the
ORGANISATION. It should be given in some way to another non-profit ORGANISATION that
has similar objectives. The ORGANISATION’S general meeting can decide what organisation
this should be in terms of Section 30 of the Act.

16.       AMENDMENT OF THE CONSTITUTION

The Constitution may be amended by a simple majority of members at a meeting

called for such purpose. A copy of amendments to the constitution under which the
organization was established will be submitted to the Commissioner for the South
African Revenue Services.

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