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About

Constitution

South Africa’s laws and institutional frameworks are an apt setting for the advancement of women in all sectors. In spite of this there is still a dearth of women entering the world of chartered accounting both at tertiary institutions and in the professional realm. The demand by both the private and public sectors for African Women Chartered Accountants (“CAs”) is still not being met.

Faced with these realities, a group of African women CAs set up the African Women Chartered Accountants’ Forum to address the continuing disparities which hamper the growth and advancement of women in the sector.

Name

The organization shall be known as The African Women Chartered Accountants (AWCA) Forum, hereinafter referred to as the “Forum”.

General provisions and definitions

In this constitution, unless inconsistent with the context:

  • Words referring to the singular shall include the plural and vice versa.
  • “Majority” shall mean 50%+ 1 of members.
  • “African woman” shall mean any Black, Coloured, Indian or White female person historically disadvantaged by unfair discrimination before the Constitution of the Republic of South Africa, Act No 108 of 1996.
  • “Chartered Accountant” shall mean any person duly qualified as such and is entitled to use the CA (SA) designation in terms of the Chartered Accountants Designation Act No 67 of 1993.

In any matter for in which the constitution does not make provision, or makes inadequate provision or where there is no unanimity in the interpretation of the constitution, a decision by a two-thirds (2/3) majority of an AGM or special general meeting will be accepted as the correct interpretation until such time as the constitution is amended accordingly.

Legal status

The Forum is an association incorporated under Section 21 of the Companies Act No 61 of 1973.

Vision

Accelerate advancement of Black Female CAs.

Mission

A forum committed to accelerating the advancement of qualified and aspiring African Women CAs through the provision of active support and access to opportunities.

Objectives

Primary Objectives

  • To create awareness of African Women CAs and provide support for the advancement of these women.
  • To create awareness of the profession and provide support to potential African Women CAs.

Secondary Objectives

  • To conduct support programs for qualified African Women CAs through mentoring, information sharing and workshops.
  • To actively support programs that advance the development of aspiring women CAs.
  • To create a platform to advance African women CAs’ involvement in broad aspects of business at all levels.
  • To participate in development and leadership programs.
  • To facilitate the appointment of suitable African Women CAs to key strategic positions.
  • To create and maintain a database of profiles of African women CAs.
  • To contribute to national economic, financial and gender policy formulation.
  • To recognize the achievements of African Women Chartered Accountants.
  • To align with and support organisations with similar objectives of advancing aspiring CAs.

Membership

Core Membership

Any African woman who is a South African citizen and a Chartered Accountant entitled to use the CA (SA) designation in terms of the Chartered Accountants Designation Act No 67 of 1993, shall be eligible for core membership.

Trainee Accountant Membership

Any African woman who is a South African citizen and a trainee accountant who is a registered student of SAICA shall be eligible for trainee accountant membership.

Student Membership

Any African woman who is a South African citizen and an undergraduate or graduate student at a university studying for a degree toward qualifying as a CA shall be eligible for student membership.

Corporate Membership

Any South African company shall be eligible for corporate membership.

Application for Membership

Application for membership shall be dealt with by the Management Board, who may approve or reject any application with just cause. Any person wishing to join the Forum must submit a written application or submit an electronic application for membership to the Secretarial Officer on the prescribed form, accompanied by an application fee and annual subscription fee as determined from time to time by the management board.

On receipt of the application form, the Secretarial Officer shall :

  1. Advise the management board, on a monthly basis, of the new members.
  2. Notify the applicant in writing of the decision of the management board within 14 days of such decision.
  3. In the event that the application for membership is denied, fees paid in terms of Section 9 shall be refunded.
  4. From her admission as a member, the member shall be bound by this constitution and the code of conduct.

Friends of AWCA

Any individual or organization which supports the cause and objectives of AWCA shall be regarded as a “Friend of AWCA”.

Termination of membership

The Management Board may terminate the membership of any member:

  1. Who fails to pay annual subscription fees or any contribution levied by the Management Board within ninety (90) working days of due date thereof;
  2. Who is in breach of the code of conduct and/ or the constitution;
  3. If membership is relinquished by a member for any reason whatsoever; or If the Management Board in its sole discretion and with just cause resolves to terminate such membership.
  4. Any member of the Forum may resign by filing a written resignation with the Secretarial Officer.
  5. Any member of the Forum who ceases to be eligible for membership in terms of the requirement as stated in this constitution shall forfeit her fees.

Subscriptions and fees

The annual membership fee shall be determined by the Board and shall be effective from the first (1) March of each year. An application fee, which is a once - off payment, shall be determined by the Board and shall be payable on the date of admission for membership.

Code of conduct

All members are bound by The AWCA Code of Conduct and are required to abide to this code at all times.

The Management Board (“Board”)

The affairs of the Forum shall be managed by a Management Board consisting of members of the forum who have been nominated and elected at an Annual General Meeting (“AGM”), or by Round Robin, subject to approval at the next AGM.

Term of the Board

The Board shall be elected to serve a term of two (2) years, subject to an annual review by the members at the AGM. Any member of the board may be re-elected for consecutive terms.

Powers and Functions of the Board

In managing the affairs of the Forum, the Board shall be entitled to exercise all the powers of the Forum, except such powers as expressly reserved by the provisions of this Constitution to the Forum members in general meeting.

The highest authoritative body of the Forum and shall have the following functions:

  • To establish the guidelines and policies to be followed in executing the aims and objectives of the Forum as set forth in this constitution;
  • To amend and/or repeal any decision of any office bearer if such decision is contrary to the policies of the Forum;
  • To admit new members and terminate the membership of existing members with just cause.
  • To waive, on good cause shown, any limits prescribed by this constitution, subject to approval by members at a general meeting;
  • To establish annually, the fees, dues and other sources of revenue required to defray operating expenses;
  • To appoint standing committees as and when they may be necessary;
  • To acquire, hold, possess, control and dispose of funds in line with the Forum’s objectives and policies;
  • To invest funds not available for investment only, in the name of the Forum with a financial institutions as defined in Section 1 of the Financial Institutions (Investments of Funds) Act No. 39 of 1984;
  • To accept donations and legacies and raise funds on behalf of the Forum; and
  • To execute any legal act on behalf of the Forum thus doing all that is necessary for the fulfillment of the objectives of the Forum, provided that such act is not contrary to the constitution.

Offices

The Board shall comprise of a maximum of fifteen (15) members who shall hold the following offices as decided by the Board members:

  1. President;
  2. Deputy President
  3. Secretarial;
  4. Finance and Administration;
  5. Strategic Alliances;
  6. Professional Development;
  7. Marketing and Communications
  8. Cape Town Representatives (2 members)
  9. Kwa Zulu Natal Respresentatives (2 members)
  10. Any other functions.

Vacancies

The Board shall fill vacancies where any of the office bearers in section 11.4 cease to hold office during their elected term. Any appointments under 11.5.1 above shall be reported in writing by the Board to the members with fourteen (14) days of such appointments, and is subject to ratification at the next AGM.

Duties and responsibilities of officers

President

  1. To preside at all meetings of the Board, special general meetings and AGMs;
  2. To conduct the meetings in accordance with the provisions of this constitution as set out in section 15;
  3. To present an annual report to the Annual General Meeting;
  4. To sign the minutes of meetings of the Board, special general meetings and annual general meetings;
  5. To initiate and develop activities of the Board;
  6. To represent the Forum at all official functions;
  7. To supervise the affairs and administration of the Forum and the duties of those appointed to office;
  8. To appoint any Board member to act as President in her absence;
  9. To sign all binding documentation on behalf of the forum, together with any other board member, with the approval of the board;
  10. To approve the appointment of all standing and ad hoc committees;
  11. To lobby key stakeholders at strategic levels;
  12. To provide strategic input;
  13. To present an annual report of their activities to the AGM. and
  14. To perform such other duties as may reasonably be required by the Forum.

Secretarial Officers

  1. To maintain all official records of the Forum;
  2. To ensure the publication of all official publications, reports, notices and promotional material;
  3. To issue membership and registration renewal notices and accounts;
  4. To issue all correspondence to persons and bodies outside the Forum;
  5. To receive all correspondence;
  6. To table correspondence at Board meetings; and
  7. To send out notices and minutes of all meetings of the Board, Special general meetings and AGMs.

Finance and Administration Officers

  1. To be the primary custodian of all funds and securities, of whatever nature, which are the property of the Forum and shall provide copies thereof to the Board;
  2. To compile and present an annual budget to the Board for approval;
  3. To collect all dues authorized by the Forum and all assessments levied by the Board;
  4. To supervise the financial affairs of the Forum in accordance with the budget;
  5. To ensure that adequate accounting records of the Forum are kept and audited annually by external auditors appointed by the Board;
  6. To present monthly financial reports to the Board;
  7. To present Annual Financial Statements to the AGM;
  8. To act in all financial matters wherein an authorized signature is required on behalf of the Forum; and
  9. To perform such other duties as may reasonably be required by the Board.

Strategic Alliances and Professional Development Officers

  1. To devise and implement plans to:
  2. Promote and maintain professional development of members
  3. Promote awareness of the profession
  4. Provide support to aspiring CAs
  5. Promote and maintain strategic alliances
  6. To present annual reports of their activities to the AGM.

Marketing and Communications Officers

  1. To act as Media liaison representative;
  2. To liaise with and service the needs of all existing sponsors of the Forum;
  3. To liaise with Finance and Administration in order to identify areas where there is a need to obtain sponsorship in order to alleviate the financial obligations of the Forum;
  4. To devise and implement plans to market the Forum
  5. To present an annual report of their activities to the AGM.

Dismissal of Board members

The Board has the power to suspend or dismiss Board members for misconduct such as abuse of funds, failure to attend more than three (3) consecutive meetings, failure to perform their role, or ceasing to be eligible for membership. The decision must later be ratified by a quorum at an AGM.

Standing and ad-hoc committees

Where needed, the board shall, with the approval of the President, establish standing and ad - hoc committees, which committees shall have at least one board member.
The chairpersons of the ad-hoc committees will report to the president and supervise the operation of the various committees. The board member responsible for the portfolio is responsible for presenting the status of the committee actions to the Board. The president may establish ad hoc committees for the purpose of administering the goals and objectives of the Forum and may appoint a member of the Forum to act as chairperson of any such committee. Ad hoc committees shall dissolve upon the completion of their stated purpose, dissolution by the Board.

Meetings

Board meetings

The Board shall meet at least twice every quarter, at which meeting each Board member shall have one vote with the president having a casting vote as well.
A quorum shall consist of 50% (fifty percent) of the Board members and decisions shall be taken by majority vote. If such quorum is not present within one hour of the appointed time for the meeting, the meeting shall adjourn to a time and place agreed upon and each Board member shall be notified thereof. At such adjourned meeting, the Board members present shall constitute a quorum. No member of the Board shall be represented by a proxy.

Annual General Meeting (“AGM”)

There shall be an AGM at which:

  • The Board shall be elected;
  • The annual report and the financial statements shall be considered; and
  • Any other business shall be considered, at the discretion of the president.
  • The AGM shall be convened by the Board and the Secretarial Officer shall ensure that all members are notified of the AGM at least twenty one (21) days in advance.
  • The AGM shall be convened not later than nine (9) months after the end of the financial year but within fifteen (15) months of the proceeding AGM.
  • A quorum shall consist of the Forum members in person or by proxy. A simple majority vote, unless otherwise provided for in the motion, shall be sufficient to carry any motion
  • All votes, other than those for elective office, shall be taken by voice vote unless the motion requires a vote by secret written ballot, in which case the vote shall be taken by secret written ballot.
  • The election of Board officers shall be held by secret written ballot; provided, the election of any unopposed candidate may be by voice vote.

Special General meetings

  • The board may, whenever they deem it necessary, convene a special general meeting;
  • The Board shall be obliged to convene a special general meeting on the written requisition, handed to the President or the Secretarial officer, of one hundred (100) members or members representative of 5% (five percent) of the general voting rights at an AGM.
  • Notice of at least twenty eight (28) days shall be given to the Forum by the person requisitioning the special general meeting which specifies the matters to be considered at such meeting.
  • The quorum at the meeting shall consist of the Forum members in person or by proxy. If a quorum is not present, such meeting shall adjourn to a time and place agreed upon and each Forum member shall be notified thereof.
  • At such adjourned meeting, the Forum members present shall constitute a quorum.
  • A simple majority vote shall be sufficient to carry any motion.

Proxies

Any Forum member not able to attend a special general meeting or an AGM may give her proxy to any other member in good standing to vote in her stead. Such proxy shall be in writing and shall specify the name of the member holding the proxy and whether such proxy is for a specific matter or in general. Such written proxy shall be handed to the Secretarial Officer or President before the commencement of the meeting to which the matter refers.

Affiliations and Amalgamation

With the approval of not less than three - fourths (3/4) of members who are present in person or by proxy at a Special General Meeting duly convened and constituted for that purpose the Forum may affiliate to, amalgamate with, incorporate with, join in with other bodies of accountants in the Republic of elsewhere in Africa, provided that these bodies have objectives similar to those of the Forum.

Liability

The forum shall be liable for any action instituted by or against it and no member of the Forum shall be personally liable for any debts or obligations of which they incurred in performance of their duties as stipulated in this constitution, unless such a member has committed an illegal act as defined by the relevant South African legislation. The liability of a member is limited to the payment to the Forum of any outstanding fees, subscriptions and contributions and settlement of any other debts to the Forum which she may have incurred.

Amendments to the constitution

The constitution may be amended at an AGM or Special general meeting provided that:

  • At least thirty (30) days notice of the proposed amendments has been given in writing to the Secretarial Officer of the board;
  • A copy of such notice has been sent to each member at least twenty one (21) days before the date of the relevant meeting; and
  • Such proposed amendment is passed by two thirds (2/3) of the votes cast by members including written proxies.
  • Amendments may be proposed by any member to the Board and shall be submitted to the Forum either on order by the Board or by petition signed by five (5) Forum members.
  • Amendments shall take effect immediately upon approval unless otherwise stated in the amendment.

Dissolution

The Forum may be dissolved by a resolution passed by not less than two thirds (2/3) of the votes of the members including proxies at a special general meeting duly convened for the purpose.

If upon dissolution of the Forum there remain any assets after the satisfaction of all its liabilities, such assets shall be transferred to another non-profit organization, which has objectives similar to the main objectives of the Forum. Such organisation shall be decided either by the Forum members at the Special general meeting at which it was decided to dissolve the Forum or failing such determination by the court.

Adoption of constitution

The adoption of this constitution, as amended, to be approved at the next AGM by members of the Forum on xxxx 2010 at xxxx, Johannesburg.

© 2012 AWCA