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Henties
Bay Tourism Association:
Constitution
1. NAME
The Association shall be called the HENTIES BAY TOURISM
ASSOCIATION and shall be an association not for gain.
2. INTRODUCTORY PROVISIONS
In this constitution, unless the context indicates otherwise -
DEFINITIONS
“Association” means the HENTIES BAY TOURISM ASSOCIATION (HBTA);
“Executive Committee” means the Executive Committee of the
Association as duly constituted under the provisions of section
10 of this Constitution;
“Council”, means the Local Authority Council of Henties Bay, and
shall include the expressions “Local Authority” and
“Municipality”;
“Henties Bay” means the local authority area declared under
section 3 of the Local Authorities Act, 1992 (Act 23 of 1992) to
be a municipality, or deemed to be so declared;
“Region” means the Erongo Region as more fully described by
virtue of Proclamation 25 of 1992, Government Gazette NO 473
dated 1 September 1992;
“Member”, means an individual, business, corporate company,
association, organisation, forum institution or group of persons
subscribing to the aims and objectives of the Association and
who are obliged to pay a membership fee as regulated by said
Association;
Words in singular number shall include the plural and words in
the plural number shall include the singular. Words imparting
the masculine gender shall include the female gender.
3. OFFICE
The office of the Association shall be situated or located in
Henties Bay or at such locations as the Executive Committee may
from time to time decide upon.
4. AIM
The aim of the Association shall be to create, develop, provide,
encourage, contribute, co-ordinate and significantly promote the
total human and natural environment of Henties Bay and its
historical and cultural resources in an accessible yet
sustainable manner as a unique, quality tourist destination to
the benefit of all people.
5. OBJECTIVES
The underlying philosophy and objectives of the Association
shall be: -
5.1 to establish manage and maintain an effective,
representative and balanced tourism organisation;
5.2 to foster and encourage community involvement,
awareness and commitment through effective participation;
5.3 to promote equitable access to information,
resources, market opportunities, and socio-economic benefits for
all participants, communities and particularly the assurance
that long-term benefits will revert and accrue to the
communities in which tourists enjoy facilities;
5.4 to promote social harmony and peace that will promote
tourist perceptions of personal safety and provide a means of
reinforcing community pride;
5.5 to promote a competitive environment, which will be
conducive to the judicious and effective use of available
resources and will contribute to broader participation in the
economy;
5.6 to promote within prescribed legislation the
conservation and judicious use of the environmental resources
that form the basis of the attractions that Henties Bay and its
environs can offer;
5.7 to implement and facilitate an effective, appropriate
and dynamic tourism marketing plan and strategy;
5.8 to continuously research the tourist market or
industry and devise means and methods to improve existing
tourism infrastructures;
5.9 in conjunction with the Council, to publicise the
commercial, industrial, climatic and other amenities of Henties
Bay and to undertake the publication and distribution of
leaflets, brochures, posters and other printed matter to this
end;
5.10 to promote, organise and manage shows, exhibitions,
co-ordinated sporting events, entertainment and other tourism
related attractions within Henties Bay;
5.11 to advertise Henties Bay through press
advertisements, pictures, shows or in any other way that may be
desirable, and if thought fit, to achieve such goals or any
other of the goals contained in this constitution, in
conjunction with Government Departments, the Namibia Tourism
Board, Regional Associations, Local Authorities or with any
other body that the Association deems necessary;
5.12 to issue particulars of hotels, guest houses and
other places of accommodation for visitors;
5.13 to organise and to issue pamphlets or advertisements
in relation to visits to places of interest in the Region and in
the surrounding areas and to periodically arrange for
attractions of any or every description as may be deemed
desirable;
5.14 to become a member of any other association, whose
objectives are wholly or in part similar to those of this
Association and to communicate to or obtain from other
associations such information as may be likely to benefit or
promote the aims of this Association;
5.15 to foster and encourage a spirit of service
excellence amongst the business sector;
5.16 to undertake any action necessary to encourage
tourism to Henties Bay and in the Region; and
5.17 to advise and assist in the development of new
tourism related businesses and operators.
6. MEMBERSHIP
6.1 Membership shall consist of all individuals, single
holiday houses registered at the NTB as Self-catering
Accommodation, and businesses who have paid their annual
membership fees.
6.2 Each paid-up individual member and holiday house
shall be entitled to one vote at all general meetings of the
Association, whereas each paid-up business shall be entitled to
two votes.
6.3 Application for membership shall be made in writing
and shall be accompanied by the appropriate membership fee. Any
application for membership shall be deemed to be an
acknowledgment by the member to be bound by the Association’s
constitution and all amendments thereto.
7. MEMBERSHIP FEES
7.1 Membership fees shall be determined annually by a
resolution at the Annual General Meeting.
7.2 All membership fees shall be due and payable from the first day of
March each year.
7.3 All membership fees shall be paid to the Association.
7.4 Membership fees shall be as laid out in Annexure A of
this Constitution.
7.5 Funds of the Association, whether obtained in the
form of membership fees, donations or any other form, shall only
be appropriated for investment or for carrying out the
objectives of the Association as contained in this Constitution.
8. SUSPENSION OF MEMBERS
8.1 The membership of any member of the Association, who
has not paid the appropriate membership fees within one month of
its due date, shall lapse, provided that such a member may, at
the discretion of the Executive Committee, be reinstated as a
member upon successful re-application.
8.2 If the Executive Committee considers or determines
that the conduct of any member is inconsistent or renders his
continued membership unacceptable the Executive Committee shall
have the power vested in it to act in accordance with its
disciplinary code and guidelines.
8.3 A member found guilty of misconduct in terms of
Section 8.2 shall have the right to appeal to any General
Meeting of the Association, provided that fourteen (14) days
notice of such an appeal shall be given in writing to the
Secretary. Members present at the General Meeting who are
eligible to vote shall decide by secret ballot whether to uphold
such an appeal, or not, and this decision shall be final.
9. ELECTION OF OFFICE BEARERS
9.1 The Association shall elect annually at its Annual
General Meeting an Executive Committee consisting of eight (8)
members of whom the Tourism Officer shall automatically serve as
a member of the Executive Committee.
9.2 The Executive Committee shall, immediately after the
Annual General Meeting, convene to elect the following office
bearers:
9.2.1 Chairman
9.2.2 Vice-Chairman
9.2.3 Secretary
9.2.4 Treasurer
9.3 Only fully paid-up members resident in Henties Bay
are eligible for election to the Executive Committee.
9.4 In the case of a tie in the number of votes for the
position of Chairman, voting will continue until a simple
majority is achieved.
10. POWERS, DUTIES AND FUNCTIONS OF THE EXECUTIVE COMMITTEE
10.1 The Executive Committee shall direct and manage all
the affairs of the Association and shall, within the constraints
of the Constitution, do what it considers conducive to the
interests of good management and the furtherance of its
objectives.
10.2 The Executive Committee shall have the power to:
10.2.1 convene meetings;
10.2.2 acquire and dispose of, to hold, and to have
custody and control of the funds and assets of the Association;
10.2.3 open banking, savings and/or deposit accounts for
dedicated projects, which shall be operated under the joint
signatures of any two of three members of any sub committee
elected to manage such projects as authorised thereto by the
Association from time to time.
10.2.4 appoint committees, determine their terms of
reference and to dissolve any such committees;
10.2.5 enter into, confirm, vary or terminate agreements
with any other person or body or association or persons for the
furtherance of the objectives of the association;
10.2.6 nominate representatives of the Association to
other bodies or associations or committees;
10.2.7 appoint paid members of staff when it deems to be
advisable and necessary;
10.2.8 delegate powers to a member of staff appointed to
enable proper execution of administrative functions;
10.2.9 lease or purchase or construct accommodation for
the conduct of the affairs of the association;
10.2.10 co-opt, with voting rights, any person(s),
whether they are members or not to assist in it’s work on
condition that the voting right would only be for the period of
co-option ; and
10.2.11 make such rules, directions, policy guidelines or
regulations as may be necessary in connection with the
discipline, discharge or suspension of an executive member or
members, and any related issues conducive to the sound and
effective administration of the Association.
11. MEETINGS OF THE EXECUTIVE COMMITTEE
11.1 Meetings of the Executive Committee shall be
determined by the Executive Committee as and when required.
11.2 Notice of the meetings of the Executive Committee
shall be given, in writing, at least seven (7) days prior to
each meeting.
11.3 A quorum for any Executive Meeting shall consist of
a minimum of 50% of the members of the Executive Committee.
11.4 Voting at any Executive meeting shall be decided by
a majority vote of those members present. In case of a tie of
votes the Chairman shall have a casting vote in addition to his
deliberative vote.
11.5 The Executive meeting shall be presided over by the
Chairman of the Association and in his absence, by the
Vice-Chairman. In the absence of both these members, the
Executive Committee shall appoint a Chairman from amongst those
members present.
12. DUTIES OF OFFICE BEARERS
12.1 Chairman:
12.1.1 The Chairman of the Association shall preside at
all meetings of the Association.
12.1.2 The Chairman shall annually at the Annual General
Meeting, submit a report on the Association’s activities over
the immediate past term.
12.1.3 The Chairman shall affix his signature to every
approved amendment to the constitution made to the copy thereof
contained in the Association minute book.
12.2 Vice-Chairman:
12.2.1 In the absence of the Chairman, the Vice-Chairman
of the Association shall preside at all meetings of the
Association and shall perform all duties of the Chairman.
12.3 Treasurer:
12.3.1 The Treasurer shall maintain a record of all
income and expenditure of the association during his term of
office.
12.3.2 The Treasurer shall prepare and have audited a
statement of revenue and expenditure for the preceding year for
presentation to the Annual Meeting;
12.3.3 The Treasurer shall submit an annual budget to the
Executive Committee for presentation to the Annual General
Meeting.
12.4 Secretary:
12.4.1 The Secretary of the Association shall have charge
of the Association’s official records and minute book.
12.4.2 The Secretary shall record in the minute book,
minutes of all meetings of the Association and make copies
available.
12.4.3 The Secretary shall conduct and record the
correspondence of the Association.
12.4.4 The Secretary shall be responsible for giving due
notice of all meetings.
12.5 The Chairman and Vice-Chairman shall be ex officio
members of all sub-committees. Any vacancy in the office of
Chairman or Vice-Chairman may be filled from the members of the
Executive Committee at a meeting of the Executive Committee to
be held immediately after the occurrence of such a vacancy, and
any vacancy on the Executive Committee may be filled by
co-opting an ordinary member of the Association.
12.6 A member of the Executive Committee who is absent
for three consecutive meetings without leave of absence shall
cease to be an office bearer.
13. OPERATIONAL TERMS
13.1 The Financial year shall be from the 1st t day of
March in each year to the 28/29th day of February of the
subsequent year.
14. GENERAL MEETINGS
14.1 The Annual
General Meeting of the Association shall be held not later than
three months after the Fish Festival each year at a venue and a
time to be decided upon by the Executive Committee.
14.2 Notice of the Annual General Meeting and the agenda
for the meeting shall be sent by the Secretary to all members of
the Association not less than twenty one (21) days before the
meeting.
14.3 A quorum for any general meeting of the Association
shall consist of a minimum of 15% of the total paid-up members.
14.4 The business of the Annual General Meeting shall be:
14.4.1 to read and confirm the minutes of the last Annual
General Meeting.
14.4.2 to hear the annual report of the Chairman of the
Association.
14.4.3 to receive a statement of the financial position
of the Association and an audited report of its income and
expenditure for the year.
14.4.4 to consider and vote upon any alteration or
addition to the Constitution of which due notice has been given
in terms of Section 20.
14.4.5 to elect the office bearers in terms of Section 9.
14.4.6 to appoint auditors for the ensuing year.
14.4.7 to consider and if necessary to vote upon other
relevant business.
14.5 The Executive Committee may call for General
Meetings during a year.
14.6 The Executive Committee shall call a Special General
Meeting within thirty (30) days of receipt of a request in
writing to do so, signed by not less than ten (10) paid-up
members. Such a request must state the purpose of the Special
General Meeting. Notice of such Special General Meeting shall be
given as stipulated under section 14.2.
14.7 A Special General Meeting shall only deal with the
particular issue of which due notice has been given in terms of
Section 14.5.
14.8 Notice of a Special General Meeting and the subject
of the meeting shall be sent by the Secretary to all members of
the Association not less than twenty one (21) days before the
meeting.
14.9 The Chairman of any meeting shall have an ordinary
as well as a deciding vote.
15. QUORUM AT GENERAL MEETINGS
In the absence of a quorum within thirty (30) minutes of the
scheduled hour fixed for holding the annual meeting, the meeting
shall stand adjourned until a date and time and at a place to be
decided upon by the members present, which must not be held
within 7 days and not later than 14 days.
16. VOTING AT ANNUAL GENERAL MEETINGS
16.1 All Members or their duly authorised secundi present
shall be entitled to the number of votes stipulated in
accordance to section 6.2.
16.2 Except where otherwise specifically laid down in the
constitution, a majority vote of those members present and
entitled to vote shall be decisive.
16.3 In case of a tie of votes the Chairman shall at all
meetings of the Association or Committees have a casting vote in
addition to his deliberative vote.
16.4 Except where otherwise specifically laid down in the
constitution, voting at a Meeting of the Association shall be by
show of hand unless a secret ballot is demanded by a majority of
those members present who are entitled to vote.
16.5 The declaration by the Chairman of the result of a
vote shall be binding unless a recount of votes is immediately
requested by a simple majority.
16.6 Subject to the provisions of these rules the
Chairman of any meeting may, with the consent of those present,
adjourn the meeting from time to time and from place to place,
but, except with the consent of the majority of members present
at the meeting no business shall be transacted at any adjourned
meeting other than the business left unfinished at the meeting
that was adjourned. No notice need be given of an adjourned
meeting unless it is directed in the resolution of adjournment.
17. LEGAL PROCEEDINGS
The Association shall be a body with legal rights to own
property, acquire assets, take on obligations, sue or be sued in
its legal capacity in its own name or bring any proceedings in
any competent Court of Law in the name of the Association.
18. INDEMNIFICATION
The members of the Executive Committee and members appointed by
the Executive Committee shall be indemnified and secured out of
the assets of the Association from all actions, costs, losses,
damages and expenses which they or any of them may incur or
sustain by reason of any act done, concurred in or supposed
duty, except in respect of such losses as they shall incur
through their own neglect, default or dishonesty and none of
them shall be answerable for the acts, omissions, neglects or
defaults of other or others of them nor for the loss,
misfortunes or damages which may happen in the execution of the
office unless the same shall happen by or through their own
neglect, default or dishonesty.
19. INTERPRETATION OF THE CONSTITUTION
In case of doubt as to the meaning or interpretation of this
Constitution, the Executive Committee shall be final arbiter and
its decision shall be binding upon all members until the next
Annual Meeting of the Association, when if so desired, the
matter may be referred to the members present and entitled to
vote for a decision by the majority.
20. AMENDMENTS TO THE CONSTITUTION
This Constitution shall only be amended by a two thirds majority
vote of the members present who are entitled to vote at an
Annual General Meeting. Any proposal to amend or add to this
Constitution shall be submitted in writing to the Secretary at
least 30 days before the Annual General Meeting and the
Secretary shall forthwith gave notice of such a proposal to all
members of the Association. Such a proposal must be signed by a
proposer and secondant who are entitled to vote and shall be
contained in the agenda, provided that, if the Executive
Committee submits a proposal, it shall be deemed to be properly
proposed and seconded.
In the case of amendments to the Constitution, paid-up members
who will be unable to attend the Meeting may submit a proxy vote
or a postal vote. Postal votes should reach the Secretary not
less than seven (7) days before the Annual General Meeting. No
member may hold more than five (5) proxies for any vote.
21. FINANCIAL REPORTS
The Treasurer shall submit to the Auditor, not less than six (6)
weeks after the 31st day of March of every year, a financial
report for the year ending 28/29th February including a balance
sheet setting out the position of the Association on such date.
The Auditor must examine figures and information stated therein
and report on that in writing. At least twenty-one (21) days
prior to the date set for each Annual Meeting, the Secretary
must dispatch to members the said audited financial report and
balance sheet and also submit same at the Annual Meeting.
22. AUDITORS
The Association at each Annual Meeting, shall appoint an auditor
or competent and/or qualified person or body who shall retire
from office or whose instruction shall terminate at each annual
meeting and who shall be eligible for re-appointment.
23. DISSOLUTION OF THE ASSOCIATION
If upon the winding up, liquidation or dissolution of the
Association there remains after the satisfaction of all its
debts and liabilities any property whatsoever the same shall
revert to the Members and in case of fixed movable property
donated to the Association to the donors of such property.
This constitution approved and ratified in Henties Bay on this
the____ day of __________ 19____
PROPOSED ...................................................
SECONDED ...................................................
CHAIRMAN ..................................................
ANNEXURE A TO HBTA CONSTITUTION: MEMBERSHIP FEES
INDIVIDUAL MEMBERS: N$100.00
HOLIDAY HOUSES/ASSOCIATIONS: N$150.00
BUSINESS MEMBERS: N$350.00
When a person/company wants to enrol more than one business:
(All businesses must be registered in that person/company’s
name)
TWO BUSINESSES: N$ 650.00
THREE BUSINESSES: N$ 900.00
FOUR BUSINESSES: N$1,100.00
5 AND MORE: N$1,250.00
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