SOUTH AFRICAN BRAILLE AUTHORITY
15-801 NPO
CONSTITUTION
AS AMENDED ON 9 MAY 2013
TABLE OF CONTENTS
- HISTORICAL BACKGROUND
- CLAUSES:
- Name
- Legal Status
- Non-profit Distributing Character
- Purpose
- Objectives
- Structure
- Area of Operation
- Membership
- Meetings
- Powers and Duties
- Financial Matters
- Amendments to the Constitution and Dissolution
- Indemnity
- Disputes
HISTORICAL BACKGROUND
This document stems from a request, made to Christo de Klerk, Francois Hendrikz and Hazel Marshall at a meeting of the Founding Partners of Braille SA, namely: the Institute for the Blind, The South African Library for the Blind, the South African National Council for the Blind and Blind SA, on 20 September 2011, to commence drafting a governance document to formalise the activities of Braille SA. The information has been extracted from the original terms of reference of the precursor to Braille SA, adopted by the Executive Committee of the South African National Council for the Blind in October 1986; a mission statement dated 2001; the Discussion Paper Regarding Braille SA, prepared for the Founding Partners by Christo de Klerk and Francois Hendrikz in August 2010; the International Council on English Braille’s August 2011 draft document on Setting up Braille Authorities; and on discussions, experience and practice of braille related matters in South Africa over the past quarter century. Following the writing of several drafts and extensive consultations with the members of Braille SA on 14 October 2011 and the members of the Biennial Conference on 22 October 2011, the 40th Biennial Conference of the South African national Council for the Blind resolved that an independent organisation, to be named the South African Braille Authority, be established in line with the draft proposals.
Please note that definitions of terminology, used in this constitution, will be found in South Africa’s national policy on braille.
CLAUSES
CLAUSE 1: NAME
The name of the organisation, formerly Braille SA, which has been registered in terms of the Nonprofit Organisations Act, Act No. 71 of 1997, as amended, is the South African Braille Authority, hereinafter referred to as the Authority.
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CLAUSE 2: LEGAL STATUS
The Authority is a body corporate with its own legal identity which is separate from that of its individual members. The Authority shall continue to exist even if the members change. The Authority may own property, enter into contracts, raise funds, and sue or be sued in its own name.
CLAUSE 3: NONPROFIT DISTRIBUTING CHARACTER
The income and property of the Authority shall be used solely for the promotion of its stated objectives. The members shall have no rights to the property or other assets of the Authority merely by virtue of their membership. No portion of the income or property of the Authority shall be paid or distributed directly or indirectly to any person or to any member of the Authority, except as reasonable compensation for services actually rendered to the Authority, or reimbursement of actual costs or expenses reasonably incurred on behalf of the Authority, on condition that any such expenditure was provided for in a budget approved by the Executive Committee.
CLAUSE 4: PURPOSE
The purpose of the Authority is to provide a national focal point for the coordination and oversight of all braille related matters in South Africa.
CLAUSE 5: OBJECTIVES
The objectives of the Authority are:
5.1 Literacy: To promote the recognition of braille as a unique, versatile tactile script (not a language) which is the primary means to literacy for blind and deafblind persons, and to promote braille reading and writing to enhance every aspect of life.
5.2 Cooperation: To promote cooperation among braille practitioners, producers, distributors and end users.
5.3 Liaison: To cooperate with and participate in the activities of relevant bodies locally and internationally.
5.4 Standard Setting: To set standards for best-practice with regard to the production, quality and teaching of braille.
5.5 Braille Codes, General: To facilitate the development, maintenance and implementation of appropriate codes with their supporting (or associated) rules for the official languages of South Africa.
5.6 Braille Codes, Specific: To facilitate the development, maintenance and implementation of appropriate codes for professional and leisure pursuits such as, but not limited to, music, phonetics, chess, crossword puzzles, knitting and crocheting.
5.7 Layout: To facilitate the development, maintenance and implementation of guidelines for the layout of all braille documents.
5.8 Teaching Manuals: To facilitate the writing and production of manuals and other teaching and learning material for teachers, learners, pre-school children, and adult beginners, engaged in teaching and learning braille, and to evaluate their efficacy.
5.9 Assessment Papers: To monitor, assess and advise on the production of accessible assessment and examination papers for subjects at all levels of education.
5.10 Training of Producers: To facilitate the training of all categories of braille production personnel by facilitating the writing and production of relevant manuals and other teaching material and the designing of procedures.
5.11 Translation Tables: To facilitate the development, maintenance and distribution of translation tables for print-to-braille and braille-to-print conversion.
5.12 Tactile Graphics: To facilitate the development, standardisation, production and use of tactile graphics.
5.13 Braille Examinations: To facilitate the setting of national braille examinations on a regular basis and to monitor their implementation and results.
5.14 Field Testing: To facilitate field testing of any proposed change or innovation related to braille codes, production processes or equipment.
5.15 Information Database: To build and maintain an electronic database of applicable information pertaining to braille, which will be accessible to all interested persons.
5.16 Information Distribution: To distribute relevant braille related news and information in as many formats and languages as possible on a regular basis.
5.17 Commercial Applications: To facilitate the development of relevant guidelines and to advise commercial and other entities on braille applications, for example, signage and packaging.
5.18 Advice and Adjudication: To research, advise and/or adjudicate on any braille related matter referred to the Authority for this purpose.
CLAUSE 6: STRUCTURE
The Authority shall consist of
6.1 Governance: An Executive Committee comprising a President, a Deputy President, a Treasurer and four additional members, nominated and elected for a two-year term of office by the voting members of the General Assembly, present and voting at an elective meeting, taking into account the diverse interests of the members of the Authority.
6.1.1 No office bearer shall serve in the same capacity for more than three consecutive terms, i.e. six consecutive years.
6.2 General Assembly: A General Assembly comprising delegations representing specific constituencies with an interest in any aspect of braille or related matters, plus the members of the Authority’s Executive Committee.
6.3 Working Groups: The requisite working groups, appointed by the General Assembly or the Executive Committee, to attend to the various aspects of braille on an ongoing or on an ad hoc basis.
6.4 Secretariat: A non-voting secretariat, appointed by the Executive Committee, to administer and execute the day-to-day business of the Executive Committee and of the General Assembly.
CLAUSE 7: AREA OF OPERATION
The Authority shall operate throughout South Africa.
CLAUSE 8: MEMBERSHIP
The membership of the Authority shall be as inclusive as possible and shall be open to the following categories
• Braille producers;
• Braille users;
• Teachers of braille at various levels;
• Non-profit and commercial distributors of braille literature, equipment, or related products;
• Manufacturers of braille equipment or related products;
• Paid/unpaid authors of teaching or training material;
• Non-profit and commercial designers of braille related software;
• Education establishments;
• Rehabilitation establishments;
• Relevant government departments;
• Non-voting individual experts and observers by invitation of the Executive Committee.
8.1 The Executive Committee may admit members from time to time, subject to the conditions of membership (including payment of membership fees) which the Executive Committee may stipulate from time to time.
8.2 The Executive Committee may suspend or terminate the membership of any member on grounds predetermined by the General Assembly and made known to all applicants for membership, provided that
8.2.1 At least fourteen calendar days prior written notice is given to all members of the Executive Committee of the intention to suspend or terminate a membership;
8.2.2 At least fourteen calendar days prior written notice is given to the member concerned. The notice shall invite the member to make written or verbal representations to the next scheduled meeting of the Executive Committee or to appeal against the suspension or termination of membership to the next scheduled meeting of the General Assembly;
8.2.3 Either party may request and be granted an earlier, urgent meeting, should the relevant scheduled meeting be more than thirty calendar days ahead.
8.3 The decision of the Executive Committee to suspend or terminate the membership of a member shall lapse unless confirmed by a resolution of two-thirds of the members of the General Assembly, present and voting at the next meeting of the General Assembly.
CLAUSE 9: MEETINGS
9.1 All meetings of the Executive Committee and of the General Assembly shall be convened and chaired by the President, written notice having been given to each member at least twenty-one calendar days ahead of the scheduled date of the meeting. The agenda for each meeting shall be attached to the notice.
9.2 In the absence of the President, the Deputy President shall act and in the absence of both, the members present at the meeting shall elect a chairperson for the duration of that meeting.
9.3 The Executive Committee shall meet at least twice annually and the General Assembly at least once a year, when constituency delegations shall meet their own travel and accommodation expenses.
9.4 Quorum: The quorum of the Executive Committee shall be a simple majority, namely, four members, and that of the General Assembly a quarter of its constituent members. In the event of a meeting not being quorate, any decision taken will be invalid until ratified by the next meeting of the same body, or in urgent matters, by written consultation with all members of the relevant body.
9.5 Voting: At all meetings of the Authority, Executive Committee members and constituent members shall have one vote each, which shall be exercised in person and not by proxy. Voting shall be by a show of hands, roll call, secret ballot or, in urgent matters, by written round robin. Unless otherwise stated, decisions shall be made by a simple majority of votes cast. In the case of an equality of votes, the chairperson of the meeting shall have an additional or casting vote in respect of decisions. In the case of elections, the meeting shall re-vote until an outcome is achieved. Spoilt ballots shall be disregarded in the count.
9.6 Minutes: Proper minutes, including a record of members present, shall be kept of all meetings of the Authority and made available to the members of the meeting within twenty-eight calendar days of the conclusion of the meeting. Minutes of each meeting shall be put to the next meeting of the relevant body for confirmation and, once approved, shall be signed by the person who chaired the meeting.
CLAUSE 10: POWERS AND DUTIES
10.1 The Authority shall take all reasonable measures, including resource mobilisation, necessary and conducive to realise the objectives described in this constitution.
10.2 The Authority shall adhere to all the provisions of this constitution.
10.3 The Authority shall guide and monitor all activities of its own structures to ensure that appropriate planning and implementation take place to derive maximum benefit for the braille users of South Africa.
10.4 The Authority shall cover the reasonable travel and accommodation costs of members of the Executive Committee when such members attend meetings of the Authority and of any person authorised by the Executive Committee to undertake tasks on behalf of the Authority.
10.5 The Executive Committee may fill any vacancy that may occur in the Committee, provided the same aspects are taken into account as were applicable to the election of the particular member whose departure caused the vacancy to occur.
CLAUSE 11: FINANCIAL MATTERS
11.1 Bank Account: The Executive Committee shall open a bank account in the name of the Authority with a registered bank. The Executive Committee shall ensure that all monies received by the Authority are deposited in the above-mentioned bank account as soon as possible after receipt.
11.2 Signatures: All cheques, promissory notes and other documents requiring signature on behalf of the Authority, shall be signed by two persons appointed by the Executive Committee.
11.3 Financial Year: The Authority’s financial year end shall be 31 March.
11.4 Financial Records: The Executive Committee shall ensure that the Authority keeps proper records and books of account, which fairly reflect the financial affairs of the Authority, and compiles and approves an annual budget.
11.5 Annual Narrative Report and Financial Statements:
11.5.1 The Executive Committee shall prepare an annual narrative report, describing the Authority’s activities, and annual financial statements for each financial year. The annual financial statements shall comply with generally accepted accounting principles and shall include a statement of income and expenditure and a balance sheet of assets and liabilities.
11.5.2 The Executive Committee shall ensure that the books of accounts and financial statements are prepared and certified in the customary manner by an independent practising accountant within six months after the financial year end, and shall further ensure that such independent practising accountant is a member of a registered institution for accountants of which such institution’s certificate must accompany the financial statements.
11.5.3 A copy of the annual financial statements and annual narrative report shall be made available to all members as soon as it is practicable after the close of the financial year.
11.5.4 The Executive Committee shall ensure that the relevant narrative and financial reports in the prescribed form are submitted to the NPO Directorate within nine months of each financial year end.
CLAUSE 12: AMENDMENTS TO THE CONSTITUTION AND DISSOLUTION
12.1 The terms of this Constitution may be amended, the name of the Authority may be changed and the Authority may be dissolved by resolution of two-thirds of the members present and voting at a General Assembly meeting, provided that proper notice of the meeting is given no fewer than twenty-eight calendar days prior to the date of the meeting and such notice states the nature of the resolution to be proposed.
12.2 Upon the dissolution of the Authority, after all debts and commitments have been paid, any remaining assets shall not be paid to or distributed amongst the members, but shall be transferred by donation to a nonprofit organisation which the Executive Committee (and failing which, any division of the High Court) considers appropriate and which has objectives the same or similar to the objectives of the Authority.
CLAUSE 13: INDEMNITY
13.1 Subject to the provisions of any relevant statute, members of the Executive Committee and any other member or employee of the Authority shall be indemnified by the Authority for all acts done by him or her in good faith on its behalf. It shall be the duty of the Authority to pay all costs and expenses which any such person incurs or becomes liable for as a result of any contract entered into, or act done by him or her, in his or her said capacity, in the discharge, in good faith, of his or her duties on behalf of the Authority.
13.2 Subject to the provisions of any relevant statute, no member of the Authority shall be liable for the acts, receipts, neglects or defaults of any other member or employee, or for any loss, damage or expense suffered by the Authority, which occurs in the execution of the duties of his or her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.
CLAUSE 14: DISPUTES
14.1 In the event of a serious disagreement between members of the Executive Committee and/or the General Assembly regarding the interpretation of this constitution, then any two Executive Committee members or any five members of the General Assembly shall be entitled to declare a dispute. Such declaration shall be in writing, state the issue in dispute, be signed by the persons declaring the dispute, and be addressed to the Executive Committee.
14.2 The Executive Committee shall consider such declaration within fourteen calendar days of receiving it. Should the Executive Committee not be able to resolve the dispute to the satisfaction of the person(s) declaring it, the dispute shall be referred either to a mediator or arbitrator.
14.3 Should the dispute be referred to a mediator, the person(s) declaring the dispute and the Executive Committee must agree on a suitable mediator and to the costs of such mediation. A mediator may recommend an appropriate resolution of the dispute.
14.4 In the absence of agreement regarding a mediator or should mediation not resolve the dispute, the dispute shall be referred to arbitration. The arbitrator shall be such suitably qualified person/s as the person(s) declaring the dispute and the Executive Committee may mutually agree. Alternatively, each of the parties shall be entitled to nominate one arbitrator, who shall act jointly with a third person to be nominated jointly by the respective nominees of the parties; on the basis that a majority decision of the appointed arbitrators shall be final and binding.
14.5 The arbitration shall be held on an informal basis, and the arbitrator shall have the power to determine the procedure to be adopted subject to principles of natural justice.
14.6 The arbitrator may base her/his award not only upon the applicable law but also upon the principles of equity and fairness.
14.7 The person(s) declaring the dispute and the Executive Committee, beforehand, may agree to share the costs of the arbitration. In the absence of such agreement the arbitrator shall decide which parties shall be liable for the costs.
14.8 The decision of the arbitrator shall be final and binding upon all parties, and capable of being made an Order of Court on application by any of them.
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PRESIDENT TREASURER