Constitution


LOAN

LAND OWNERS ASSOCIATION NAMIBIA

(Non-profit association incorporated under section 21)

CONSTITUTION

    1.NAME AND FORM OF ORGANISATION There is hereby established a voluntary association to be known as LOAN (hereinafter referred to as “the organisation”), which is a legal person with limited liability and in existence separate from its members, and thereby a body corporate with perpetual succession which may own property, enter into contracts, and sue and be sued in its own name.

    2.MISSION The mission of the organisation is to give all landowners in Namibia affordable access to the law in upholding their entrenched rights in terms of the Namibian Constitution.

    3.AIMS AND OBJECTIVES The organisation shall have the following aims and objectives:

    3.1Aims

    -to keep land owners informed of the land reform programme;

    -create awareness of the land owners’ rights in terms of the Namibian Constitution;

    -to co-operate with all role players to ensure a fair land reform programme in terms of the Namibian Constitution;

    -to promote a mutual understanding and respect between land owners, non-land owners and Government in relation to the Rule of Law, ownership of property and sustainable Land Reform in Namibia; and

    -to scrutinise relevant existing and new laws.

    3.2Objectives

    -create and manage a sustainable fund;

    -to be representative of all landowners in Namibia;

    -create and promote an overall awareness of your fundamental entrenched constitutional rights;

    -promote access to the law in enforcing your fundamental rights; and

    -to work together with all role players towards a best practise model of sustainable land use and land ownership which role players will include government, land owners and non-land owners.

4.MEMBERSHIP

    4.1Membership of the organisation is open to all individuals who show an involvement in and a commitment to the activities and ideals of the organisation.

    4.2Full members: Full members are individuals and legal entities who are registered owners of agricultural land and their duly authorised representatives, who has paid the membership fee as prescribed in section 9.2 below.

    4.3Associate members: Associate members are individuals and legal personae who support the organisation. Associate members are welcome to attend regular meetings of the organisation and to participate in its activities, but will not have voting powers.

    4.4Participation: Both Associate Members and Full Members are eligible to attend all meetings of the organisation, including the Annual General Meeting.

    4.5Removal: The Management Committee may revoke any member’s membership by majority vote if the Committee finds that the member’s behaviour or conduct is detrimental to the interest of the organisation.

    4.6Non-discrimination: The Organisation will not discriminate in membership on the basis of race, colour, religion, national origin, ancestry, citizenship, sex, gender, sexual orientation, age or disability.

    5.ANNUAL GENERAL MEETING

    5.1An Annual General Meeting (AGM) of all members shall be held once in each calendar year but before 31 May of that year to evaluate the activities of the previous year and to set policy and plan activities for the year at hand.

    5.2A written notice of the AGM shall be directed to all members (both associate and full) at their last known email address at least three weeks prior to the date of the meeting. This notice will contain all relevant motions to be tabled at the AGM.

    5.3All decisions at the AGM shall be made by a majority (51%) of the full members present at the meeting at which the decision is taken, unless otherwise specified. The required quorum for the AGM shall be 50% of its full members. If no quorum is reached, the meeting shall adjourn for 15 minutes and the full members present shall be a quorum.

    5.4Additional general meetings may be convened as necessary by the Chairperson of the Management Committee, with notice as provided in 5.2. A petition containing the signature of at least fifteen (15) members forces the Chairperson to call an additional general meeting.

    5.5All meetings shall be chaired by the Chairperson or the Vice Chairperson in the absence of the Chairperson. The Chairperson and Vice Chairperson of the Management Committee shall serve as the Chairperson and Vice Chairperson of the AGM, provided that the members present at the first AGM held before the selection of the Management Committee shall select a person to chair that meeting by majority vote of members present.

    5.6Minutes shall be taken at each meeting by the Secretary. Minutes of each meeting shall be made available to all members at their last known email address and shall be part of the notification of the next meeting.

    5.7Members shall be permitted to vote and attend AGM and other meetings by way of a proxy given to one full member attending such meeting. The membership of any member who fails to attend three consecutive general meetings, personally or by way of a proxy, shall be automatically terminated.

    5.8The AGM shall elect an independent auditor who will audit the annual financial report of the organisation to be presented to the AGM of the following year.

    6.MANAGEMENT COMMITTEE

    6.1The Management Committee shall be responsible for the overall control and management of the organisation.

    6.2At the Annual General Meeting, the members of the organisation shall elect by majority vote five members to serve on the Management Committee until the end of next AGM. Both full members and associate members are eligible to serve on the Management Committee. Each member present at the AGM will have five votes for purposes of this election.

    6.3The Management Committee shall comprise:

    a)the Chairperson;

    b)the Vice-Chairperson;

    c)the Secretary;

    d)the Treasurer; and

    e)one additional member.

    6.4The first Management Committee will be appointed by the founding members of the organisation and will hold office for one year. Thereafter, members of the Management Committee shall be elected annually at the AGM.

    6.5Each member of the Management Committee may serve up to three consecutive terms. Thereafter, additional terms of service may be authorised by a majority (51%) vote of all members present at the AGM.

    6.6Management Committee members will be deemed to have resigned if they fail to attend three (3) consecutive meetings without a suitable reason.

    6.7If any member of the Management Committee resigns or is repeatedly unavailable to carry out his/her responsibilities, the Chairperson may convene a meeting of the full membership of the organisation in order to remove that Management Committee member and to elect a replacement. The Chairperson of the Management Committee, in consultation with the rest of the Management Committee, may alternatively decide to continue to the next AGM without selecting a replacement or co-opt a new member.

    7.GENERAL POWERS AND DUTIES OF THE MANAGEMENT COMMITTEE

    7.1The Management Committee shall manage the organisation and work to achieve the aims and objectives of the organisation. The Management Committee will have the duty to translate any policy decisions made by the membership into practice.

    7.2Decisions of the Management Committee shall be by majority vote of members present at any meeting where there is a quorum. A quorum will be half the members plus one (1).

    7.3Subject to the terms of this Constitution and any directions contained in resolutions passed by the members in general meetings, the Management Committee shall have the necessary powers and authority to manage the organisation and shall exercise its powers as it considers appropriate to achieve the objectives of the organisation.

    7.4The Management Committee shall not be personally liable for any acts and/or omissions, provided only that the said committee shall have acted in good faith.

    7.5The general duties of the Management Committee shall include the following:

    a)to act as a communication channel for and on behalf of its members;

    b)to ensure that the objectives of this Constitution are being fulfilled and maintained at all times;

    c)to create programs and activities that serve to fulfil the aims and objectives of the organisation; and

    d)to control the organisation’s finances and to guarantee the performance of contracts or obligations of the organisation.

    7.6Chairperson: The Chairperson shall be responsible for the following:

    a)convening of meetings as necessary on a regular basis and whenever required to do so by members as set out in 5.4;

    b)chairing and providing overall direction to all the meetings of the organisation and of the Management Committee;

    c)compiling of an annual report for the Annual General Meeting; and

    d)any other function necessary for the success of the organisation.

    7.7Secretary: The Secretary shall be responsible for the following:

    a)issuing notices concerning all meetings of the members to be forwarded to the members at least three (3) weeks prior to the meeting;

    b)recording minutes of all meetings of the members of the organisation and of the Management Committee;

    c)conducting all correspondence on behalf of the organisation; and

    d)ensuring the safekeeping of all relevant documents of the organisation.

    7.8Treasurer: The Treasurer shall be responsible for the following:

    a)maintaining a record of all income received and expenditure incurred by the organisation;

    b)opening and control of the organisation bank account;

    c)issuing receipts for money received by the organisation;

    d)ensuring that the Organisation’s funds are utilised in accordance with the organisation budget;

    e)submitting financial reports to the Management Committee and the general membership as needed, but at least once per year;

    f)safeguarding and management of all the assets of the organisation;

    g)ensuring that no funds are made available to members as personal loans;

    h)overseeing the financial auditing of the accounts of the organisation;

    i)preparation of the annual budget of the organisation; and

    j)presentation of an audited annual financial report and a budget for the following year at the AGM.

7.9All other responsibilities of the Management Committee may be delegated by the Committee to any

ManagementCommittee member.

    8.POWERS OF THE ORGANISATION

    8.1The organisation shall have the power to do the following things in furtherance of its aims and objectives:

    a)to apply for and receive funds, donations and gifts of money or property of any description;

    b)to provide, furnish and fit out offices and other premises as necessary, and to manage and maintain such premises;

    c)to purchase, lease or otherwise acquire or hold movable or immovable property and to sell, sublease or otherwise dispose of such property;

    d)to enter into any contract of insurance in respect of any matter in which the organisation has an insurable interest;

    e)to purchase, subscribe to or otherwise acquire books, publications and other resource material;

    f)to open and operate a bank account in the name of the organisation;

    g)to apply the funds of the organisation in any reasonable manner in furtherance of the aims and objectives of the organisation; and

    h)to do any other lawful things that will further the aims and objectives of the organisation.

    8.2These powers may be carried out on behalf of the organisation by the Chairperson or another member of the Management Committee, with the prior approval of the entire Management Committee.

    9.FINANCES AND NON-PROFIT CHARACTER

    9.1The organisation shall be organised as a non-profit organisation. The income and the property of the organisation shall be applied solely towards the promotion of the mission of the organisation as set forth in this Constitution and shall not be used for the personal benefit of any of the members of the organisation.

    9.2The organisation shall be funded by its members or donations from associated members or non-members.

    a)the membership fee for full members is set to be N$1 for each hectare owned by the landowner.

    b)an Associated member and non-member may donate funds to the organisation.

    c)additional membership fees may be decided on at the AGM or an Additional general meeting from time to time.

    9.3No portion of the income or property of the organisation shall be paid or distributed directly or indirectly to any person (otherwise than for services rendered to the organisation by persons other than members or in the ordinary course of undertaking any public benefit activity) or to any member of the organisation or Management Committee except as contemplated in Section 9.6.

    9.4The organisation shall open a bank account in the name of the organisation at a registered commercial bank in Namibia.

    9.5Funds may be received on behalf of the organisation by any member of the organisation with signing powers on the organisation’s bank account. All funds received shall be deposited in the organisation’s bank account.

    9.6Cheques issued by the organisation shall be signed by the Chairperson of the Management Committee and countersigned by one other member of the Management Committee.

    9.7All services performed for the organisation shall be purely voluntary. Members, including members serving on the Management Committee, shall not receive any remuneration for services performed, except that they may be reimbursed for reasonable expenditures made on behalf of the organisation with the prior approval of the Chairperson of the Management Committee.

    10.DISSOLUTION

    10.1The organisation may be dissolved by the decision of a majority of members present at a meeting convened for this purpose, provided that notice of this meeting has been directed to all members (both associate and full) at their last-known telephone number, email address or postal address at least two weeks prior to the date of the meeting.

    10.2In the event of dissolution, all assets of the organisation remaining after the payment of all outstanding debts and liabilities shall be donated to a Namibian organisation with aims and objectives similar to those of the organisation or any other welfare organisation as decided by the majority of members at such a meeting. . The organisation which is to receive such assets shall be selected by a majority vote of all members present at the meeting at which dissolution occurs.

    11.CONSTITUTIONAL AMENDMENTS

The Constitution of the organisation may be amended only by a two-thirds majority of those present at a meeting open to all members (both associate and full), or by agreement of two-thirds of all those members who respond (both full and associate) after circulation of written notice of proposed amendments to each member’s last known email or postal address.

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