Forum of Community Journalists

of South Africa

CONSTITUTION

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  1. 1.PREAMBLE

The Forum of Community Journalists’ main business is to represent, promote and express the interests of all journalists employed on a permanent or freelance basis at any regional community newspaper or magazine in South Africa.

A “community journalist” means any journalist employed in an editorial function - including but not limited to editors, sub-editors and photographers - at a South African printed and online community newspaper or magazine published to serve the interest of a specific community irrespective of whether it is privately owned or by a publishing group.

A “community newspaper” or “community magazine” means any printed and online publication carrying local and community news and advertising including but not limited to urban, regular, provincial, regional, niche or local community newspapers / magazines whether sold or free.

  1. 2.NAME

The Forum shall be known as the Forum of Community Journalists (FCJ) of South Africa (Association incorporated under Section 21).

  1. 3.LEGAL PERSONALITY AND STATUS

The FCJ is a juristic person with perpetual succession notwithstanding changes in the composition of its membership and capable of acquiring and disposing of rights (including the right to moveable and immovable property), of incurring obligations, of entering into legal transactions and of suing and being sued in its own name, and for all purposes to have an identity and existence distinct from its members.

It is a Section 21 Company and a non-profit organisation and no member has rights to its property or other assets.

  1. 4.MAIN OBJECT

The main object of the FCJ is to promote the interest of and nurture excellence in printed community journalism through a national programme of diversity, development and growth. The

FCJ will strive to deepen its credibility among all sectors of South African society and be guided by the principles of non-racialism, equity and high ethical standards.

  1. 5.OBJECTIVES

5.1       In furthering its main object the FCJ may:

  1. hold seminars, meetings and conferences where regional community print media journalists’ are trained and information is exchanged, which affect the industry;
  2. make and maintain contact with national and regional governments to communicate with those involved on any matter affecting regional community print media journalists;
  3. establish a healthy relationship with training institutions in order to exchange information and utilise academic institutions’ capacity to the benefit of community journalists;
  4. communicate with regional community print media journalists by means of a regular newsletter and by other means to bring important matters to the attention of members;
  5. support all journalists in their attempts to better themselves by means of seminars or other training opportunities at the disposal of the FCJ, if such a need exists;
  6. continue to be associated with industry bodies, endorse its aims and objectives and support it in its aims to market community print media;
  7. protect and promote freedom of expression and a free press;
  8. communicate with governmental institutions or any other governmental organisation which the Board of Directors may find necessary in order to give attention to matters affecting the press industry. The FCJ is also prepared to serve in this instance on committees which such institutions may establish to deal with matters pertaining to the press industry;
  9. to further and protect the interest of community journalists on all issues which may affect the discharge of their professional duties;
  10. to establish close working relationships with similar bodies in SADC countries.

5.2       In addition, in furthering its objectives, the FCJ shall consciously project a stable, concerned, transparent industry which is a major contributor to the Republic of South Africa and its people, present and future and explore every avenue in developing a broader reader base and greater frequency of reading, ever conscious in recognising commitment to a better informed society.

  1. 6.INDUSTRY BODIES

6.1       The Board of Directors shall appoint persons who will act as the Representatives on the Industry Bodies, in accordance with the mandate given to them. No other person will have any authority to represent the FCJ at any Industry Body.

  1. 7.ADMISSION, MEMBERSHIP & SUBSCRIPTIONS

The FCJ is a voluntary organisation which has the right to determine whether membership fees, if any, will be payable by members. Should membership fees be payable, it will be at the discretion of the Board of Directors.

  1. An application for membership of the FCJ is to be made on the proper application form available from the provincial director or from the FCJ website.
  1. Applications should be submitted to the provincial director who will consider it. Contact details are available from the FCJ website. Admission to membership of the FCJ shall be in the sole discretion of the committee.
  1. Should an application not be successful or membership be suspended, applicants may appeal in writing to the executive director, offering full details and a motivation as to why the decision needs to be reconsidered. The executive director and vice-executive director will review the case and the executive director will give written feedback to the applicant.
  1. Every person who becomes a member shall be bound by all the terms and conditions of this constitution.
  1. Membership is permanent if all requirements are met, see 8. and 9. below.
  1. 8.OBLIGATIONS OF MEMBERS

8.1       All members shall, subject to exemptions granted by the committee on terms and conditions to be determined by it, (which exemption will be granted where, in the discretion of the Board of Directors, the obligation is not economically or practically sensible), be obliged to:

  1. adhere to the principles of the Press Council of South Africa and its Professional Code of Practice;
  2. support freedom of the press.

8.2       It is hereby recorded that exemptions will be granted by the Board of Directors where, in their discretion, the obligation is not economically or practically sensible, and on such terms and conditions as may be determined by this committee.

  1. 9.TERMINATION OF MEMBERSHIP

9.1       Members which are desirous of terminating their membership of the FCJ shall give written notice of termination to the Board of Directors at least one month prior to the end of the then current financial year and shall be required to honour all financial obligations to which such member has committed himself/herself for that financial year, but are not obliged to furnish reasons for such termination.

9.2       A member may be suspended or expelled from the FCJ and its membership accordingly suspended or terminated by a unanimous resolution of the Board of Directors, other than the committee members appointed by the member whose membership is in issue:

  1. if he/she, in the sole opinion of committee members, has -

i.    so altered his/her style and manner of publication that he/she can no longer be regarded as a community journalist;

ii.    infringed or threatened to infringe any term of this constitution;

iii.   acted or threatened to act in a manner detrimental to the interests of the FCJ; or been guilty of conduct, which in the discretion of the Board of Directors has brought the FCJ into disrepute.

9.3       The FCJ shall forthwith inform all members in writing of the expulsion or suspension of any member, but failure to do so shall not invalidate such expulsion or suspension.

9.4       A member will automatically cease to be a member of the FCJ if such member:

  1. is no longer associated with a community newspaper or is no longer a professional journalism educator,
  2. fraudulently or under false pretences submitted an application to the Board of Directors.

9.5       Subject to the provisions as stated above, no member whose membership has been terminated whether as a result of automatic termination, resignation, expulsion or howsoever, will have any claim against the assets of the FCJ or for the refund of any monies paid by it to the FCJ or of any nature whatsoever but shall remain fully liable to the FCJ for all amounts due and payable by such member at the date of termination of such member's membership.

  1. 10.GENERAL MEETING

10.1     The FCJ shall hold general meetings to be known and described in the notices calling such meetings as annual general meetings of the FCJ. Such meetings shall be held within not more than 9 (nine) months after the end of every financial year of the FCJ, and within not more than 15 (fifteen) months after the date of the last preceding such meeting of the FCJ.

10.2     Annual general meetings shall be held at such time and place as the Board of Directors shall determine.

10.3     General meetings of the FCJ other than annual general meetings may be held from time to time and shall be called special general meetings.

10.4     Special general meetings are to be held at a place, time and date which in the opinion of the Board of Directors is convenient to members in such circumstances of urgency and importance as the committee may consider appropriate.

10.5     The Board of Directors will convene a special general meeting within 14 (fourteen) days of the lodging of a requisition by at least 10% (ten per cent) of the members.

  1. 11.NOTICE OF GENERAL MEETINGS

11.1     An annual general meeting and a meeting called for the passing of a special resolution shall be called on not less than 21 (twenty one) clear days’ notice in writing and other special general meetings shall be called on not less than 14 (fourteen) clear days’ notice in writing.

11.2     The accidental omission to give notice of any meeting to, or the non-receipt of such notice by, any particular member or members entitled to receive notice thereof shall not invalidate any resolution passed at any such meeting. In the event of a dispute as to whether the omission was accidental or not, the decision of the Board of Directors shall be final and binding on the members.

  1. 12.PROCEEDINGS AT GENERAL MEETINGS

12.1     The annual general meeting shall deal with any matters capable of being dealt with by any general meeting.

12.2     No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

12.3     The quorum for any general meeting is to be 15 members. If there is no quorum within half an hour after the time fixed for the general meeting, the meeting is to be adjourned to the same day in the following week or if that be a holiday to the next succeeding business day at the same time and place and if there is no quorum at such adjourned meeting, the members present will be deemed to constitute a quorum.

12.4     The executive director, or in its absence the vice-executive director, shall be entitled to take the chair at every general meeting. If neither of these two persons are available, or if at any general meeting they are not present within 15 (fifteen) minutes after the time appointed for holding such meeting, or is unwilling to act, the members present must choose one of their number to be executive director.

12.5     The executive director shall, with the consent of the general meeting at which a quorum is present (and if so directed by the general meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

12.6     Where a general meeting has been adjourned, notice of such adjournment shall be given to all the members. In addition, where a general meeting has been adjourned, the FCJ shall, upon a date not later than 3 (three) days after the adjournment, publish in a newspaper circulating in the province where the registered office of the FCJ is situated, a notice stating:

  1. the date, time and place to which the meeting has been adjourned;
  2. the matter before the meeting when it was adjourned; and
  3. the ground for the adjournment.

12.7     At any general meeting a resolution put to the vote of the meeting shall be decided by the approval of a simple majority of the members present and entitled to vote on a show of hands (which shall include one vote in the capacity as member and one vote for every proxy held by a member, if any) unless a poll is demanded (before or on the declaration of the result of the show of hands) by the executive director or members and unless a poll is so demanded, a declaration by the executive director that a resolution has, on a show of hands, been carried by simple majority of the members present and entitled to vote, or rejected and an entry to that effect in the book containing the minutes of the proceedings of the FCJ, shall be conclusive evidence of the fact that such resolution has been passed or rejected. The demand for a poll may be withdrawn.

12.8     If a poll is duly demanded as aforesaid, it shall be taken in such manner and at such time and place as the chairperson of the meeting directs, and either at once or after an interval or adjournment, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. In the case of any dispute as to the admission or rejection of a vote, the chairperson shall determine the same and such determination made in good faith shall be final and conclusive.

12.9     The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

12.10   No poll shall be demanded on the election of a chairperson of a meeting and a poll demanded on a question of adjournment shall be taken at the meeting without adjournment.

12.11   A resolution in writing signed by all Board of Directors members shall be as valid and effectual as if it had been passed at a meeting of the FCJ duly convened and held, provided that such resolution is duly inserted in the minute book of meetings of the FCJ.

12.12   In the event that at least 10% (ten per cent) of the members present at a meeting consider the terms of a proposed resolution to be fundamental to the existence of the FCJ, and request that the issue under consideration be referred to arbitration, then that resolution will be deemed to be a dispute between the members.

  1. 13.ALTERATION OF THE CONSTITUTION

13.1     Any clause of the constitution may be altered by a resolution passed by a two thirds majority of voting members present in person at an annual general meeting or special general meeting provided that at least three weeks’ notice of the meeting, specifying the proposed constitutional changes, is given to members.

13.2     In addition, the Board of Directors shall be entitled to effect such alterations to the constitution as may be required in order to enable the constitution to comply with any laws, or to enable effect to be given by the committee to the intentions of this constitution.

13.3     In the event that an alteration is effected by the Board of Directors, it will be binding unless such alteration is opposed by a two thirds majority of voting members within ten days of notification to such members of the change in question.

  1. 14.FINANCE

14.1     The funds of the FCJ received from its core sponsors shall be applied to furthering the objects set out herein. Day to day financial control shall vest in the Treasurer who will be a member of the Board of Directors.

14.2     The treasurer shall keep an accurate set of books on all financial aspects of the FCJ. He shall report monthly in writing to the Board of Directors on the current financial status of the FCJ. He shall make all payments due by the FCJ in respect of services rendered to the FCJ or goods purchased by the FCJ. He can only do this with the consent of the Executive Director and the vice-Executive Director. Payment may only be made on receipt of a valid quotation (deposit only), invoice or receipt (in the case where a member of the Board of Directors must be refunded).

14.3     The accounts of the FCJ, including the accounts of standing and ad hoc committees, shall be reviewed annually by a qualified accounting officer appointed by the Board of Directors who shall report thereon in writing. Such accounts and report(s) shall, after approval and adoption by the Board of Directors, be presented by the Treasurer of the FCJ for approval and adoption at the Annual General Meeting of the FCJ.

Members of the Board of Directors may claim from the FCJ the reasonable cost of travel, accommodation and other expenses in accordance with the this constitution: Reasonable travel expenses shall include airfares and road travel, the latter at a rate as suggested by the Automobile Association of South Africa.

14.4      The Board of Directors may decide to invest or employ in such manner as they shall deem fit, such funds which are not immediately required by the FCJ. Profits from such investments must remain in the account of the FCJ and be used to further the objectives of the FCJ.

  1. 15.FINANCIAL YEAR END

The FCJ’s financial year end shall be the last day of December of each year.

  1. 16.VOTES OF MEMBERS

16.1     Subject to any special rights or restrictions as to voting, every member duly represented or present by proxy at a general meeting of the FCJ shall be entitled to one vote on a show of hands and to one vote on a poll (which shall include one vote in the capacity as member and one vote for every proxy held by a member, if any). Any member who has not paid any subscriptions, or other sum (if any) which has become due and payable to the FCJ in respect of his membership, shall not be entitled to vote at any meeting.

16.2     A member, which is a juristic person, shall be represented for all purposes, including the exercise of voting rights, at a general meeting by any person duly authorised to do so. Such member shall notify the Board of Directors in writing of the name, status and capacity of the person duly authorised to act on his/her behalf.

16.3     After deliberation on any issue at a general meeting, the executive director may canvass the members present by a show of hands in order to gauge support for any proposed resolution. Such show of hands will not be regarded as a decision of the members in general meeting.

16.4     Votes may be given either personally or by proxy. The instrument of proxy shall be in writing under the hand of the person granting such proxy or of his duly authorised attorney or agent. The holder of a power of attorney from a member may, if so authorised by the power of attorney, vote for and represent such member at any meeting of the FCJ.

  1. 17.APPOINTMENT & NUMBER OF BOARD OF DIRECTORS

17.1     Unless and until otherwise determined by the FCJ in general meeting, there shall be not less than 6 (six) directors on the board made up of the following. Where there is no director for a specific province (region), the board shall act as per normal.

The Board of Directors members shall be appointed as follows –

  1. 1 (one) director to represent journalists in the Eastern Cape / Garden Route;
  2. 1 (one) member to represent journalists in the Free State / Northern Cape
  3. 1 (one) director to represent journalists in the Gauteng province;
  4. 1 (one) director to represent journalists in the KwaZulu-Natal province;
  5. 1 (one) director to represent journalists in the Limpopo province;
  6. 1 (one) director to represent journalists in the Mpumalanga province;
  7. 1 (one) director to represent journalists in the North West province;
  8. 1 (one) director to represent journalists in the Western Cape province;
  9. 1 (one) member to represent the interest of the AIP without voting powers;
  10. The executive director.

17.2     The Board of Directors may, from time to time, co-opt other members (without voting powers) on to the committee.

  1. 3The Board of Directors shall be elected at respective regional seminars and shall serve until the end of August the following year or until the following year’s seminar. If no seminar is held in a specific region, the provincial director for that region shall be elected by the FCJ at the annual general meeting.
  1. 4The Board of Directors shall appoint a Treasurer at its first directors meeting held after the AGM. The Treasurer may be an elected member (with voting powers) or co-opted member (without voting powers). The Treasurer will be responsible for fundraising and securing sponsorships for the FCJ and the day to day financial control.
  1. 5The Board of Directors shall appoint a Secretary who will perform duties imposed on him/her by the committee in managing the day-to-day affairs of the FCJ. The Secretary will be appointed at the first directors’ meeting held after the AGM.
  1. 18.ALTERNATE COMMITTEE MEMBERS

18.1     Each committee member shall have the power to appoint a person to act as alternate member in his place, and at his discretion to remove such alternate and appoint another. The appointment of such alternate committee member shall only be valid once written notice thereof has been furnished to the FCJ. On such appointment being made, the alternate committee member shall in all respects be subject to the terms and conditions existing with reference to the other management committee members of the FCJ.

18.2     An alternate committee member, whilst acting in the place of the committee member appointing him, shall exercise and discharge all the duties and functions of the member he represents.

18.3     The alternate committee member shall have the option to attend any meeting, where the committee member to whom he is an alternate is present, provided that the committee member to whom he is an alternate, shall have procured the permission of the chairperson of the meeting for the alternate to attend.

18.4     The alternate committee member shall not be entitled to vote at any meetings, in his capacity as alternate committee member, where the committee member to whom he is an alternate, is present. The appointment of an alternate committee member shall be cancelled and the alternate shall cease to hold office whenever the committee member who appointed him shall cease to be a committee member or shall give notice in writing to the secretary that the alternate committee member representing him shall have ceased to do so.

  1. 19.FILLING OF CASUAL VACANCIES ON & ADDITIONS TO COMMITTEE

Management committee members have the power at any time to appoint a person as a management committee member to fill a vacancy, provided that every appointment made in terms of this article shall be subject to confirmation at the annual general meeting succeeding such appointment.

  1. 20.DISQUALIFICATION OF DIRECTORS

20.1     The office of a committee member shall ipso facto be vacated if:

  1. he/she becomes insolvent, is sequestrated, assigns his/her estate, suspends payment or compounds with his/her creditors; or
  2. he/she becomes of unsound mind; or
  3. by notice in writing to the FCJ he/she resigns his office; or
  4. he/she fails to attend 3 (three) directors’ meetings, without having been excused or for reasons found by the committee to be unacceptable; or
  5. he/she be removed from office by an ordinary resolution of the FCJ; or
  6. he/she is no longer associated with a community print media; or
  7. he/she is directly or indirectly interested in any contract or proposed contract with the FCJ and fails to declare his interest and the nature thereof.

20.2     A director :

  1. may hold any other office in the FCJ;
  2. may act by himself/herself or by his firm in a professional capacity (other than as auditor/accounting officer) for the FCJ;
  1. 21.REMUNERATION OF DIRECTORS

Directors shall not be entitled to remuneration for their services as such but may be reimbursed for expenditure incurred by them in the course of their duties in or about the FCJ. If any committee member shall be required to perform extra services outside the scope of such committee members’ ordinary duties, he/she shall be entitled to receive a remuneration to be fixed by the committee.

  1. 22.REMOVAL OF DIRECTORS

Notwithstanding the provisions of any existing contract, the FCJ may by ordinary resolution remove any director from office and may by ordinary resolution appoint another person in his/her stead.

  1. 23.PROCEEDINGS OF DIRECTORS

23.1     Directors meetings are to be held at least every 4 (four) months (it can be a teleconference) and one such meeting is to take place immediately before or after the annual general meeting of the FCJ.

23.2     An executive committee, consisting of a minimum of any 3 (three) elected directors, including the executive director, may be appointed to handle the daily administrative affairs of the FCJ.

23.3     A director who is not in the Republic of South Africa shall not be entitled to notice of any meeting, unless if such director has provided the FCJ secretary with a physical address and/or email address at which he may be notified of any meeting during his absence.

23.4     The quorum for directors’ meetings is to 50% (fifty percent) plus 1 of the number of committee members.

23.5     Each director is to have one vote at directors’ meetings on a show of hands or, if so requested by any director, on a poll taken by secret ballot.

23.6     Unless at least 20% (twenty percent) of the directors present at a meeting request that an issue under consideration be referred to the FCJ in general meeting for decision, questions arising at any directors’ meeting shall be decided by the decision of the majority of the directors present at the meeting.

23.7     All acts done, in good faith, at any meeting of the directors or of a committee of directors, or by any person acting as a director shall be valid.

  1. 24.POWERS OF DIRECTORS

24.1     Subject to the direction and control of the FCJ in general meeting, the management of the business, affairs and assets of the FCJ is to be in the hands of the Board of Directors.

24.2     Without limiting the generality of the aforegoing, directors shall be entitled to -

  1. exercise on behalf of the FCJ the common powers of companies;
  2. frame and amend regulations and to do all other things and exercise such controls as they may consider conducive to the interests and good management of the FCJ or the attainment of its main object and objectives;
  3. delegate any of its powers or withdraw any such powers granted to any person as it deems fit.
  4. authorise on behalf of the FCJ the settlement or defence of legal proceedings against the FCJ and the institution of such proceedings where necessary.

24.3     The Board of Directors shall also be empowered to appoint advisory boards or committees for special purposes. Advisory boards or committees appointed for special purposes may operate in collaboration with any other person, company, association or institution in the furtherance of the objectives of the FCJ.

24.4     Any director shall be obliged to report back to the Board of Directors on the activities of the advisory board or committee for whom such a director is responsible.

24.5     In the event that the chairperson of any advisory board or committee is not a director such committee member shall ensure that such chairperson is invited to attend the directors’ meeting at which the activities of such advisory board or committee are to be discussed, in order to report on those activities.

24.6     SUB-COMMITTEES

24.6.1  Individual committee members may also form regional sub-committees consisting of between four to six members (including the committee member). The Board of Directors reserves the right to consider and approve nominations for these sub-committees. Membership includes journalists drawn from major companies, independent publishers and small emerging newspapers and will reflect the racial and gender demographics of South African society.

24.6.2  Sub-committee members shall have the following tasks:

  1. Assist the committee member to organise regional seminars
  2. Contribute articles for the newsletter
  3. Help with the recruitment of members
  1. 25.THE EXECUTIVE DIRECTOR

25.1     The committee members shall elect an executive director, who shall act independently of any affiliation to any member. Such appointee shall hold the office of executive director for the period contemplated below. In the event that one of the directors is appointed as executive director, the Board of Directors shall be entitled to appoint a further person to the board in his/her place.

25.2     The executive director shall preside at all meetings of the Board of Directors and at all general meetings of the FCJ in his/her capacity as executive director of the FCJ. The executive director shall perform such duties as by usage and custom pertain to this office.

25.3     The executive director will hold office as such, subject to the provisions stated below, for a period of 2 (two) consecutive years. The executive director will, in the sole discretion of the committee, be eligible for re-election for a further period of 1 (one) year only. A person may not hold the office of executive director for a period of longer than 3 (three) years.

25.4     The executive director shall not have a second nor casting vote at directors’ meetings and the general meetings of the FCJ.

25.5     In the absence of the executive director at a meeting of the directors, the directors present shall choose 1 (one) of their number to act as the chairperson.

25.6     The executive director may be suspended or removed by a resolution of the Board of Directors if such person, in the opinion of the Board of Directors has :

  1. Infringed or threatened to infringe any term of this constitution; or
  2. Acted or threatened to act in a manner detrimental to the interests of the FCJ; or
  3. Been guilty of conduct which, in the discretion of the committee, has brought the FCJ into disrepute.
  1. 26.BORROWING POWERS

The committee shall be entitled to borrow money and to mortgage or bind the undertaking and property of the FCJ or any part thereof, in the furtherance of the main object and objectives of the FCJ.

  1. 27.BANKING ACCOUNTS

The FCJ shall operate a bank account at a recognised South African bank. This account must always have a positive balance. Any two of the executive director, vice-executive director and treasurer may load and/or authorise payments.

  1. 28.MINUTES

28.1     It shall be the responsibility of the secretary of the FCJ, and failing the secretary, the committee members, to ensure that proper minutes in the customary form are kept in respect of:

  1. all meetings of the FCJ, of the committee and the terms of all resolutions passed at such meetings;
  2. all appointments of committee members of the FCJ; and
  3. the names of all committee members present at every meeting.

28.2     The chairperson of the meeting shall, after confirmation, sign all minutes of general meetings and all minutes of meetings of the committee.

  1. 29.ACCOUNTING RECORDS

29.1     At each annual general meeting the committee members shall lay before the FCJ annual financial statements containing the balance sheet, statements and reports made up to a date not more than 9 (nine) months before the meeting.

29.2     The income statement, reports and balance sheets shall be signed on behalf of the board of directors by at least 4 (four) directors, including the executive director and treasurer.

  1. 30.NOTICES AND DOMICILIA

30.1     Each member shall register with the FCJ an address within South Africa to serve as that member's registered address and domicilium citandi et executandi for the purposes of receiving all notices, minutes, demands, legal process and other documents provided for or required to be given by the FCJ.

30.2     In the event that a member fails to register an address with the FCJ, that member shall be deemed to have waived his/her right to be served with notices, minutes and other documents provided for or required to be given by the FCJ.

30.3     Each member will be entitled to substitute its registered address and domicilium citandi et executandi with any other address within South Africa which is not a post office box or poste restante, by written notice to the board of directors.

30.4     Any notice, minutes, demand and other document sent by post to a member at its registered address will be deemed to have been received 14 (fourteen) days after the date of posting thereof. Any such notice, minute, demand and other document may alternatively be hand delivered personally to such member.

  1. 31.INDEMNITIES

31.1     Every director and officer of the FCJ and any person employed by the FCJ as auditor, shall be indemnified out of the funds of the FCJ against all liability incurred by him as such committee member or auditor, in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in respect of any proceedings which are abandoned or in connection with any application under section 248 of the Act in which relief is granted to him by the Court.

31.2     No director or employee of the FCJ shall be liable for the acts, receipts, neglects or defaults of any other director or employee, or for joining in any receipt or other act for conformity, or for loss or expense happening to the FCJ through the insufficiency or deficiency of any security in or upon which any of the moneys of the FCJ shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any persons with whom any moneys, securities or effects shall be deposited, or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office, or in relation thereto, unless the same occurs through his own negligence, default, breach of duty or breach of trust.

  1. 32.EXECUTION OF DOCUMENTS

All powers of attorney, deeds and other formal documents are to be executed on behalf of the FCJ by the executive director, or any other committee member duly authorised and minuted by a resolution of the committee.

  1. 33.LIMITATION OF LIABILITY

33.1     No member or any other person who is a member or officer of such member shall have any claim against any person whomsoever or whatsoever arising from any bona fide act or decision of the FCJ, the committee members or any advisory board or committee or employee of the FCJ.

33.2     The provisions above shall not operate to exempt any person from liability arising from any wilful act, gross negligence, mala fides or dishonesty.

  1. 34.GENERAL

34.1     Any error in the appointment of any committee member, any advisory board or committee, employee or agent of the FCJ will not invalidate any proceedings or decisions of the FCJ or the directors or advisory board or committee concerned or employee or agent of the FCJ, unless any person affected by such proceedings or decisions satisfies the committee that he has suffered substantial prejudice or that the error was not a bona fide error.

34.2     Any procedural irregularity or non-observance of this constitution will not invalidate any proceedings or decisions of the FCJ or the committee members or advisory board or committee concerned or employee or agent of the FCJ, unless any person affected by such proceedings or decision satisfies the committee that he has suffered substantial prejudice or that the irregularity or non-observance did not occur in good faith.

34.3     In the event that any provision contained in this constitution is in conflict with any statutory law or regulation, such provision will be pro non scripto and of no force and effect and will be deemed to be separate and severable from this constitution without in any way affecting the validity of the remaining provisions of this constitution.

34.4     The FCJ as a Section 21 company must at all times adhere to the the Companies Act No 61 of 1973 ("the Companies Act") in the day to day operation of the FCJ.

  1. 35.DISSOLUTION

35.1     The FCJ may be wound up if at a general meeting of members convened for the purpose of considering the dissolution of the FCJ, or if for any reason the FCJ is unable to continue to function. Not less than 28 (twenty eight) days notice is to be given of such meeting and such notice will clearly state that the question of winding-up and disposal of the assets of the FCJ is to be considered.

35.2     Upon the winding-up of the FCJ, its assets remaining after the satisfaction of all its liabilities are to be donated to some other FCJ, association or institution or companies, associations or institutions having objects similar to the main object and objectives of the FCJ, and in default thereof, pursuant to an order made on application to the High Court.

35.3     The meeting may at the same time determine all matters relating to the winding-up of the FCJ and the disposal of the assets or funds of the FCJ.

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