Constitution

CONSTITUTION OF THE ACADEMIC AND NON-FICTION AUTHORS’ ASSOCIATION OF SOUTH AFRICA (ANFASA)

(As amended on 24 March 2012)

PREAMBLE

Launched in 2004, after extensive consultation with authors around the country, ANFASA aims to give voice to the interests and concerns of all academic and non-fiction authors, whether or not their works have appeared in print. This is South Africa’s first national association specially for authors of general non-fiction works, textbooks and academic books, dedicated to promoting their works and their status in society, sharing information and offering advice.

ANFASA’s vision is to be a member-driven association aiming to uphold and enhance the profile and status of academic and non-fiction authors in South Africa, through advocating for the recognition of their works and protection of their rights, in collaboration and cooperation with all stakeholders in the book value chain.

ANFASA’s mission is:

• To promote the recognition and fair remuneration of authors, and respect for their rights;
• To facilitate the creation, publication and dissemination of quality works by both published and aspiring authors;
• To make and maintain links with and encourage cooperation between authors and others in the book value chain.

ANFASA’s objectives are:

• To promote and protect the intellectual property rights of its members and of all academic and non-fiction authors in South Africa, and to inform authors about their rights.
• To promote sound professional and legal relationships between authors and publishers and to assist authors in negotiating fair publishing contracts.
• To offer advice and assistance to authors of academic and non-fiction works.
• To encourage the personal development of aspiring and emerging academic and non-fiction authors and to offer guidance in all aspects of such writing.
• To provide a forum for debating issues of interest to academic and non-fiction authors and to provide support and solidarity in interacting with other writers, in South Africa and abroad.
• To facilitate interaction, exchange and collaboration between writers across the different media and with artists in other disciplines.
• To liaise and cooperate with local, national, regional and international bodies involved in the funding, promotion, distribution and development of writing.
• To promote members’ publications, both nationally and internationally.
• To promote and protect freedom of expression.

1. NAME

1.1 The name of the organisation shall be the

Academic and Non-Fiction Authors’ Association of South Africa

and its short name shall be ANFASA (hereinafter referred to as the Association).

1.2. The Association shall be an association (universitas) established under the South African common law, a corporate body existing in its own right, separately from its members and continuing to exist even when its membership changes and there are different office bearers. The Association is registered in terms of the Non-Profit Organisations Act, No 71 of 1997. The Association shall be able to own property and other possessions, which are not distributable to its members or associate members (or their representatives) or office-bearers, except as reasonable compensation for services rendered, and be able to sue and be sued in its own name. Members or office bearers of the organisation do not have rights over things that belong to the organisation.

2. DEFINITIONS

In this Constitution, Member means any person who is a signed-up Member of the Association as an Ordinary Member, or an Associate Member, or an Honorary Member. An Honorary Member is a distinguished individual, nominated by the Board, who serves as a patron of the Association. An Associate Member is either a group or organisation, or an individual whose objectives are similar to those of the Association but who is not eligible for membership under any other category.

Branch means a group of ordinary Members who have applied for and have been granted recognition as a Branch by the Annual General Meeting of the Association.

South African means a person who is a citizen of South Africa, or a permanent resident, or who is ordinarily resident in South Africa even if temporarily resident abroad at the time of joining.

Non-Fiction Work includes but is not limited to: scholarly works, academic textbooks, school textbooks, manuals, biographies, histories, works of general interest, articles and essays; but does not include novels, poetry or dramatic works.

3. MEMBERSHIP

a. Ordinary membership shall be open to all South African authors of academic and non-fiction works in all languages;
b. Associate membership shall be open to all South African literary groups and/or writers’ organisations and to individuals;
c. Honorary membership shall be extended to individuals subject to Members’ approval at the Annual General Meeting.

3.1. Membership fees shall be determined by a two-thirds’ majority of the Annual General Meeting at the recommendation of the Board of Management. All Members shall pay an annual subscription fee at the rate stipulated by the Annual General Meeting at the recommendation of the Board of Management.

3.2 Any Member may resign from the Association by giving one month’s notice in writing of his or her intention to do so, and upon the expiration of such notice he or she shall cease to be a Member but shall remain liable for payment of arrears of subscription or other monies (if any) due by him or her to the Association at the time of resignation.

4. BOARD OF MANAGEMENT

a. The affairs of the Association shall be administered by a Board of Management which shall be elected every two years at the Annual General Meeting of the Association. The Board of Management shall be composed of no fewer than five and not more than eight members, and shall include a Chair and a Treasurer. The Board of Management shall have the power to co-opt additional members with their consent.
b. Nominations for election to the Board of Management shall be made in accordance with the provisions of Clause 7.3. hereunder.
c. The Directorate shall appoint on, an ad hoc basis, a suitable individual who is not a member of the association to act as an electoral officer at a particular Annual General Meeting by collecting nominations and conducting the process of electing Board members at that meeting consistent with this Constitution. Provided that this Constitution, as amended be made available by the Board to the electoral officer in advance of the relevant meeting. Provided further that failure by the Board to make the Constitution available to the electoral officer shall not negate his/her appointment.
d. Office bearers shall be elected by the Board of Management.
e. All Board members must be Members.

4.1. The Board of Management shall have the power to do all things necessary to carry out and promote the objectives of the Association, except such matters as are required by this Constitution to be submitted to a General Meeting of the Association. Without limiting the powers and duties of the Board of Management, they shall include the following:

a. To make, amend or rescind Regulations for the administration of the affairs of the Association, within the scope of this Constitution;
b. To appoint Committees from among its members or otherwise for such purpose and upon such terms as may be considered desirable, and to delegate such powers thereof as may be necessary;
c. To summon, at any time, a General Meeting of the Association;
d. To open banking accounts in the name of the Association and to resolve the manner of operation of such accounts;
e. To appoint a Director to run the National Office of the Association;
f. To play an advisory role in policy formulation, strategic planning, budgeting and programming;
g. To approve expenditure by the Director for amounts not in the budget and exceeding ten thousand rands (R10 000).
h. To meet at least twice a year in order to carry out the above functions.

5. DIRECTORATE

5.1. The day to day administration of the Association shall be managed by the Directorate, which shall consist of the Director and any such additional staff members as it may become necessary to engage.

5.2. The Director’s duties and responsibilities shall include, but are not limited to, the following:

a. To work with the Board in devising policy formulation, strategic planning, budgeting and programming, and to liaise with the funders in the
development of budgets and programmes;
b. Developing the membership through planning and organising events that
meet members’ needs such as workshops and seminars, and travelling to
meet authors’ groups, or to academic institutions, around the country;
c. Keeping a register of members and collecting membership subscriptions (it
shall be the responsibility of individual Members to ensure that the
Association has their correct current contact details);
d. Monitoring expenditure and ensuring that the Association’s finances are in
order;
e. Liaising with important national institutions and stakeholders, attending
conferences and symposia and, where necessary, making presentations;
f. Organising and facilitating Board meetings, taking minutes, writing reports
and circulating information to Board Members, and drafting reports,
leaflets, articles, papers or memoranda as may be required for presentation by
ANFASA or for the management and administration of ANFASA;
g. The Director shall be accountable to the Board of Management in relation to his or her duties and responsibilities in administering the Association.

6. MEETINGS

6.1 The Association shall hold Annual General Meetings of Members once a year. The Annual General Meeting shall exercise the necessary powers for the promotion of the aims and objectives of the Association, and the Chair of the Board of Management shall preside over the Meeting.
6.2 The Annual General Meeting shall elect the Board of Management as and when such elections may become due.
6.3 Special meetings may be called by the Directorate in consultation with the Chair of the Board of Management.
6.4 A General Meeting may pass resolutions, and decide on the date and venue of the next Annual General Meeting.
6.5 Thirty per cent (30%) of Ordinary Members present or represented by their proxies shall constitute a quorum at a General Meeting. If the number of Ordinary Members present at a General Meeting is insufficient to constitute a quorum, then it shall be in the discretion of the Board of Management to adjourn the meeting or to continue. Only Ordinary Members or their proxies shall be entitled to vote at a General Meeting. Decisions at a General Meeting shall be taken by a simple majority of Ordinary Members or their proxies present and voting.
6.6 Any Ordinary Member who intends to send a proxy to represent him or her at a General Meeting shall notify the Board of Management in writing of such intention.

7. PROCEDURE PRIOR TO AND AT MEETINGS

7.1 At least twenty-one days before the date of the Annual General Meeting, the Director shall give notice to the Board of Management and to Members of the Association of the date, time and venue of the meeting.
7.2 In such notice, the Director shall call for nominations, if applicable, for persons to serve on the Board of Management of the Association and for any resolution or any specific matter to be considered thereat.
7.3 Nominations for persons to serve on the Board of Management or notice of any resolutions to be considered at the Annual General Meeting may be made by any Member and shall be given in writing to the Director fourteen (14) days before the date of the Annual General Meeting.
7.4 Seven (7) days before the date of the Annual General Meeting the Director shall send to the members of the Board of Management and to Members of the Association:
The agenda for the meeting;
The minutes of the previous Annual General Meeting and of any other General Meetings of which the minutes have not already been confirmed at a General Meeting;
A copy of the Financial Statement for the past financial year and a proposal for a budget for the coming financial year;
Names of nominees for members of the Board of Management (if applicable);
Notice of any resolution which has been proposed for adoption thereat and/or any specific matter which has been proposed for consideration thereat.
7.5 No resolution or specific matter of which notice has not been given shall be put to the vote at the Annual General Meeting, provided that it shall be competent for the Chair at his or her discretion to allow any amendment of the wording of the resolution to be moved notwithstanding that notice has not been given of the intention to move such amendment.
7.6 The Director shall take minutes of the proceedings of the Annual General Meetings and shall circulate these to all Members within thirty (30) days after the Annual General Meeting.
7.7 At any General Meeting a Member entitled to vote and unable to be present may be represented for voting purposes by another Member provided a proxy signed by the absent Member is filed with the Director before any vote is cast under its authority.
7.8 Save as is otherwise provided by this Constitution, all resolutions put to an Annual General Meeting shall be passed and shall be held valid and effectual if carried by a majority of votes cast.
7.9 Voting at the Annual General Meeting for election to the Board of Management shall be as determined by the electoral officer appointed in terms of Clause 4.c. above. Voting at the Annual General Meeting on any other matters shall be by show of hands unless a poll is demanded by a majority of the Ordinary Members present and entitled to vote. The Chair shall have a casting vote.
7.10 Save as is otherwise provided by this Constitution, or by a direction given at any prior Annual General Meeting or General Meeting, the proceedings at the Annual General Meeting shall be concluded in such a manner as the Chair may determine.

8. BRANCHES

8.1 Any group of Ordinary Members in a province who wish to establish themselves as a Branch of the Association may make written application to the Director for registration.
8.2 After the Director has approved such application, the Branch members shall elect a committee consisting of a Chair, a Treasurer and not more than two more members to act as their executive.
8.3 The committee shall have the autonomy to draw up its own Regulations to assist its day to day administrative functions. Such Regulations will be subject to approval by the Director.
8.4 The Branch Chair shall call branch Annual General Meetings prior to the National Annual General Meeting, and shall submit the minutes thereof to the National Annual General Meeting at least a month prior to it.
8.5 It shall be in the discretion of the Director to allocate funds to duly registered Branches on an ad hoc basis, or in proportion to the membership fees paid by Members who belong to such a Branch.

9. FINANCIAL MATTERS

9.1 The Board of Management shall keep proper books of account with respect to the assets and liabilities of the Association, and sums of money received and spent.
9.2 The funds shall be under the administration of the Director and the authority of the Treasurer.
9.3 The finances of the Association shall be subject to annual independent audits. The Board of Management shall present the Association’s audited financial statements to the Annual General Meeting.

10. INCOME, PROPERTY AND MONIES

10.1 The income, property and monies of the Association, from whatsoever source derived, shall be applied solely towards the promotion of the objectives of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Member.
10.2 Nothing contained in sub-clause 10.1 shall preclude the payment to Members of travel, subsistence or out-of-pocket expenses, allowances or other remuneration for services rendered by them to or on behalf of the Association.

11. FINANCIAL YEAR OF THE ASSOCIATION

The financial year of the Association shall run from the first day in January to the last day in December of the same year.

12. BOOKS OF ACCOUNT

Books of account of the Association shall be kept by the Treasurer and such books, with all other papers and documents connected with or relating to the business or the affairs of the Association, shall at all times be accessible to the Board of Management, and a statement of the financial affairs of the Association shall be prepared annually.

13. BANKING ACCOUNT

All monies paid to the Association shall, as soon as possible after receipt, be deposited with a Bank and shall be withdrawn from time to time as may be required. All cheques or forms of withdrawal shall be signed and endorsed by such persons as may be authorised by the Board of Management from time to time.

14. REGULATIONS AND RULINGS

14.1 The Regulations and Rulings issued by the Board of Management shall be binding upon Members.
14.2 In case of doubt as to the meaning of the Regulations and Rulings the interpretation of the Board of Management shall be binding until such time as the Association may otherwise determine at a General Meeting.

15. INDEMNITY

15.1 Every Member of the Board of Management and of any committee acting on behalf of the Association shall be entitled to recompense for any reasonable cost or expense incurred on behalf of the Association or in the execution of his or her office, except where such cost or expense is incurred by his or her wilful act in default of his or her duty.
15.2 Neither the Association nor any Member thereof shall be liable for any loss or misfortune sustained by any Member as referred to in paragraph 15.1 where such loss or misfortune is not a concomitant part of his or her duty.
15.3 Subject to the responsibility of the Association as set out in paragraph 15.1, no Member of the Association shall be answerable for any act or default of any other Member save insofar as complicity would, in law, render any such Member answerable.

16. AMENDMENT OF THE CONSTITUTION
Proposed amendments to the Constitution may be made by an Ordinary Member and submitted in writing to the Director at least sixty (60) days prior to the meeting at which it is to be tabled. The Constitution may be amended by the vote of not less than 75% of the Ordinary Members present and voting (or their proxies) at a duly convened and quorate Annual General Meeting.

17. DISSOLUTION

The Association may be dissolved by the vote of not less than 75% of the Ordinary Members present and voting at a duly convened and quorate Extraordinary General Meeting. When the Association is wound up or dissolved, any assets remaining after all its liabilities have been met must be transferred to another voluntary association, trust, non-profit company or other body which qualifies as a non-profit organisation in terms of the definition recorded in the Nonprofit Organisations Act, Act No 71 of 1997, having objectives similar to the main objectives of the Association.