SASA CONSTITUTION

Preface

As an organization that concerns itself with the promotion and advancement of science in
Africa, national governments in Africa will recognize and support SASA if the
organization closely aligns itself with the general laws, policies, regulations and
guidelines that govern economic and social development issues in African countries.
SASA’s constitution will guide its members on how the organization will function. It is a
legal document. It will be accompanied by a set of committee bylaws that govern the
work of SASA’s committees and its relationship with national institutions in countries
where the organization will be registered.

Most funders will want SASA to give to them a copy of SASA’s constitution before they
will think about funding support. Banks and similar organizations generally also want to
be given a copy of the constitution before they will let SASA open an account, or sign
contracts in the name of the organization.

The following proposed interim SASA constitution has been built from a template
patterned on the requirements for registration in terms of the South African Non-Profit
Organization Act. SASA’s ultimate constitution is meant to meet the requirements of
legislation in whichever country it is registered. It will likely have to be further revisited
and amended when SASA goes forth for formal registration in an appropriate country.

The organization hereby constituted will be called The Society for the Advancement of
Science in Africa. Its shortened names will be SASA and SASAScience (hereinafter
referred to as “The Organization”).

1. The organization’s rights

The organization shall:
1.1. Exist in its own right, separately from its members and office bearers.
1.2. Continue to exist even when its membership changes and there are different
office bearers.
1.3. Be able to own property and other possessions.
1.4. Be able to sue and be sued in its own name.

2. Objectives

2.1. The organization’s main objective is to engage in activities that forward the
advancement of science in Africa for social and economic development on the
continent in all areas of African life.
2.2. The organization’s objectives will be pursued in collaboration with other
organizations having mutual interests in the advancement of knowledge-based
dialogue and decision-making throughout Africa, and in all areas of African life.

3. Income and property

3.1. The organization shall keep a record of everything it owns and the record of the
methods of acquisition thereof. The only time it can do this is when it pays for
work that a member or office bearer has done for the organization. The payment
must be a reasonable amount for the work that has been done.
3.2. The organization may not give any of its money or property to its members or
office bearers
3.3. The organization shall use its property and income solely to meet its stated
objectives.
3.4. A member of the organization can only get money back from the organization for
expenses that she or he has paid for or on behalf of the organization, subject to
prior approval or in line with pre-determined rules and policies of the
organization.
3.5. Members or office bearers of the organization do not have rights over things that
belong to the organization.

4. Membership and General Meetings

4.1. If a person wants to become a member of the organization, she or he will have to
submit a required membership application to the organization’s Executive
Committee.
4.2. The Executive Committee has the right to say no, based on the membership
terms and conditions approved by the members.
4.3. Members of the organization may attend its annual general meetings, and when
possible, may attend remotely by online attendance provided telecommunications
means are available and at little or no cost to the organization.
4.4. Members may vote in person, by proxy, or remotely by specified procedures.
4.5. At the annual general meeting, members shall reasonably exercise their right to
determine the policies of the organization.
4.6. Motions passed at annual meetings will be subject to ratification by a full vote of
the membership present.
4.7. The interim Executive Committee will determine the interim terms for SASA
membership. Such membership will constitute the electorate at the first Annual
General Meeting, and terms of membership will be voted at SASA’s second
Annual General Meeting.

5. Structure of the Organization

5.1. The organization shall have the following structure:
5.1.1. Board of Advisors.
5.1.2. Board of Directors.
5.1.3. Executive Committee.
5.1.4. Sub-committees.
5.1.5. Members.
5.1.6. National Local Organizing Committees in countries where SASA’s
activities will be implemented
5.2. The roles and responsibilities of the various categories above-listed are in the
organization’s Memorandum of Understanding.

6. Board of Directors

6.1. The first Board of Directors will be appointed at the initial Annual General
Meeting. It shall also propose the composition for an ongoing Executive
Committee.

6.2. A Board of Directors made up of between 8 and 12 members (preferably an odd
number in case of a vote tie-in); at least three elected by the membership at the
Annual General Meeting, and the rest appointed by serving Board members will
govern the organization. There shall be no more than two (2) Directors from any
given country. The Directors shall be appointed by the general membership who
will in turn elect the Chair of the Board.
6.3. Board members will serve for four years, and can stand for re-election so long as
their services are needed and they are ready to give their services to the
organization. A general call for nominations to the board must go out to members
60 days prior to the Annual General Meeting or a special meeting of the
membership.
6.4. The Board of Directors shall set policies for the overall organization.

7. Executive Committee

7.1. An Executive Committee as a committee of the Board of Directors shall
supervise and manage the ongoing affairs of the organization. The Executive
Committee will be made up of not less than 6 members (preferably an odd
number in case of a vote tie-in). There shall be no more than two (2) Executive
members from any country. They are normally drawn from the Board and are the
office bearers of the organization. Up to 2 members of the Executive Committee
can be drawn from outside the membership of the Board. The Executive
Committee members are nominated by the general membership.
7.2. Office bearers will serve for two years, and can stand for re-election. They can
stand for re-election so long as their services are needed and they are ready to
give their services to the organization.
7.3. If a member of the Executive Committee does not attend in person, by
teleconference or videoconference for three consecutive executive committee
meetings without having applied for and obtained leave of absence from the
Executive Committee, then the Executive Committee shall have the right to
replace that member.
7.4. The Executive Committee shall meet at least three times a year, and may meet in
person or by remote access via teleconference or videoconference.
7.5. At least four of the members of the EC need to be at the meeting to make valid
decisions that will affect the operations of the organization.
7.6. Minutes shall be taken at every meeting to record the decisions of the Executive
Committee. The minutes of each meeting will be given to the Executive
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
Executive Committee, and shall thereafter be signed by the Chairperson of the
Executive Committee.
7.7. The organization through its Board of Directors or/and Executive Committee has
the right to form sub-committees. The decisions that sub-committees take must
be conveyed to the Executive Committee, which will decide whether to ratify
them or not at its next meeting. This meeting should take place soon after the
sub-committee’s meeting. The business of all committees of the organization will
be governed by bylaws passed by the Executive Committee, and endorsed by the
membership at a duly constituted meeting of the organization.
7.8. All members of the organization shall abide by the decisions that are taken by the
Executive Committee.

8. Board of Advisors

8.1. With the approval of the Board of Directors, the Executive Committee shall
invite persons to serve on the Board of Advisors.
8.2. The Board of Directors shall set the terms of membership for the Board of
Advisors.
8.3. A Board of Advisors, consisting of SASA members and non-SASA members,
shall assist the Board of Directors and the Executive Committee in the business
of SASA and the work of its specialized committees, groups and undertakings.

9. Powers of the organization

9.1. The Executive Committee may take on the power and authority that it believes it
needs to be able to achieve the objectives that are stated in section 2 of this
constitution, provided that its activities abide by the law.
9.2. The Executive Committee shall have the power and authority to raise funds or
solicit and receive contributions.
9.3. The Executive Committee shall have the power to buy, hire or exchange any
property that it needs to achieve its objectives.
9.4. The Executive Committee shall have and exercise the right to make bylaws for
proper management, including procedure for application, approval and
termination of the powers and functions of office bearers.

10. Meetings and procedures of the Executive Committee

10.1. The Executive Committee must hold at least three ordinary meetings each
year.
10.2. The Chairperson, or two members of the Executive Committee can call a
special meeting of that Committee, or of the members, if they want to. The other
Executive Committee members must be informed of the date of the proposed
meeting not less than 21 days before it is due to take place. They must also know
which issues will be discussed at the meeting. If, however, one of the matters to
be discussed is to appoint a new executive member, then those calling the
meeting must give the other committee members not less than a 30-day notice.
10.3. The Chairperson of the organization’s Board of Directors shall act as the
Chairperson of the Executive Committee. If the Chairperson does not attend a
meeting, then members of the committee who are present shall choose which of
them will chair that meeting. This must be done before the meeting starts.
10.4. There shall be a quorum to conduct binding business whenever such a
meeting is held.
10.5. When necessary, the Executive Committee shall vote on issues discussed.
If the votes are equal on an issue, then the chairperson has either a second or a
deciding vote.
10.6. Minutes of all meetings shall be kept safely and shall always be on hand
for members of the Executive Committee, members of the Board of Directors,
and members of SASA to consult.
10.7. If the Executive Committee thinks it is necessary, then it can set up subcommittees.
It may decide to do so to get some specific work done, or to pursue
an inquiry or opportunity There shall be at least three people on a sub-committee.
The sub-committee must report back to the Executive Committee on its
activities, and should do this regularly.

11. Annual General Meetings

11.1. The Annual General Meeting shall be held once every year, towards the
end of the organization’s fiscal year.
11.2. The organization shall deal with the businesses at its annual meeting:
 Circulate in advance an agenda of items to be discussed at the meeting.
 Record who is present in person, attending remotely by audio conference
of videoconference, or who has sent an apology because of inability to
attend.
 Read and confirm the previous meeting’s minutes with matters arising.
 Chairperson’s report.
 Treasurer’s report.
 Changes to the constitution, if any, that members may want to make.
 Elect new board members and office bearers.
 General matters affecting the organization.
 Close the meeting.

12. Finances

12.1. An accounting agent shall be appointed at the Annual General Meeting.
The agent’s duty is to audit and check on the finances of the organization.
12.2. A treasurer shall be appointed at the Annual General Meeting. The
treasurer’s job is to control the day-to-day finances of the organization. The
treasurer shall arrange for all funds to be deposited into an account of a chartered
bank in the name of the organization. The treasurer must also keep proper records
of all the finances according to generally accepted accounting standards.
12.3. Whenever funds are taken out of the bank account at least two other
members designated by the Executive Committee, and recorded in the Executive
Committee minutes of the organization shall sign the withdrawal or cheque.
12.4. The fiscal year of the organization ends annually on the 31st of March.
12.5. The organization’s accounting records and reports must be ready and
available for examination by the relevant registry bureau where the organization
is registered.
12.6. If the organization has funds that can be invested, the funds may only be
invested with registered financial institutions, and with prior approval at an
Annual General Meeting.

13. Changes to the Constitution

13.1. A written notice must go out not less than fourteen (14) days before the
meeting at which the changes to the constitution are going to be proposed. The
notice must indicate the proposed changes to the constitution that will be
discussed at the meeting.
13.2. Proposed constitutional changes can be referred to the general
membership by a resolution agreed upon and passed by not less than two thirds
of the members attending a general meeting, or at a special general meeting.
Members attending the meeting may vote in person, by proxy or remotely online.
Any annual general meeting may vote upon such a motion if the details of the
changes are set out in the advance notice of the meeting.
13.3. Before a decision to change the constitution can take effect a general vote
of the membership is required, with two thirds of the membership supporting the
change in the constitution.
13.4. No amendments may be made which would have the effect of making the
organization cease to exist.

14. Dissolution/Winding-up

14.1. A proposal to close down the organization may be considered if at least
two thirds of the members present and voting at a meeting convened for such a
purpose are in favor of closing down.
14.2. Before a decision to close down the organization can take effect a general
vote of the membership is required with two thirds of the membership supporting
the decision to close down the organization.
14.3. When the organization 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 organization. It should be donated to another non-profit
organization that has similar objectives. The organization’s general meeting can
decide what organization this should be.