(One Voice for all Guides)
Draft: January 2005 Amended in Soweto at the Inaugural Conference of 9th & 10th March 2005
Author: Enrico Fourie (On behalf of the Interim Steering Committee)
Version: Amended Constitution as at 10th March 2005
1. THE SIGNATORIES
The signatories to this Constitution are the founding National Executive Members (“the NEC”) following the Inaugural Conference of the National Tourist Guides Association of South Africa (hereafter, “the Association” or NTGA).
2. LEGAL STATUS
The Association has legal status as a corporate body under the common law of the Republic of South Africa.
The laws of the Republic of South Africa shall govern the Constitution and the rights and obligations of members of the Association.
3. STATEMENT OF PRINCIPLES
3.1. Preamble and Naming -
The Tourist Guiding fraternity believes that the South African tourism sector, as a key economic and social engine of development, requires a strong Tourist Guiding thrust to ensure equitable and responsible tourism growth and transformation.
To achieve this, Tourist Guiding has to be elevated to a national priority as a profession and sector to impact meaningfully on the tourism value chain.
In order for the Tourist Guiding fraternity to be fully recognised and represented as a leading stakeholder in the development of tourism in South Africa, Tourist Guides support the establishment of a national body to represent the interest and values of professional and effective guiding for South Africa as destination, overcoming the issues of fragmentation and disunity within the sector.
To this effect a national independent body should be established based on strong provincial and regional formations of the Tourist Guiding fraternity. Such Tourist Guides, whatever their specialisation, shall be included in terms of a constitution and the definition of the Tourism Act (Act no. 72 of 1993 as amended 2001), the Tourism 2nd Amendment Act, 2000 (Act no. 70 of 2000) of South Africa, and any subsequent amendments.
Such a body shall be named “The National Tourist Guides Association of South Africa”, hereafter the NTGA (of SA) or “the Association”.
To be the effective professional and unified voice for all Tourist Guides and its fraternity bodies in the Republic of South Africa.
The Association shall represent the Tourist Guiding fraternity at both provincial and national level of the tourism industry and family, and ensure that through comprehensive, united and effective representation and professionalisation, the appropriate programmes, interventions and engagements are made to maintain the defined benchmarks, standards and conditions of the Tourist Guiding sector and its members, in the Republic of South Africa.
The Association shall interact and engage with government, the International Tourism Family, stakeholders and private business as an equal partner, towards achieving synergy for a national tourism culture, policy and strategy for South Africa as a tourist destination.
The Association fully recognises the historical exclusion of the disadvantaged people of South Africa from participation in the mainstream of the South African tourism industry.
Mindful of this reality, it is a fundamental principle of the Association to cooperate, collaborate and support interventions that ensure the inclusion and development of historically disadvantaged communities of the tourism industry.
In seeking to constructively influence macro and micro tourism policy, tourist guiding strategy and functions, the Association will act from a position of party political neutrality and mutual trust as a fundamental to its structures, proceedings and objectives.
The consensus principle is fundamental to the proceedings of the National Executive Council in the belief that it best serves representative decision-making and constructive collective action by the NEC.
It is the objective of the Association to:
3.6.1 Be a unified body representing all Tourist Guides, to which government and industry can both refer to; and negotiate with; on all matters relating to the Tourist Guiding Sector;
3.6.2 Be committed to the transformation of the Tourist Guiding profession to empower historically disadvantaged individuals and communities, mindful of the need for sustainability and of protection of culture and an ethos of professionalism;
3.6.3 Negotiate and implement opportunities for job creation, promote mentoring schemes and fast-track procedures for previously disadvantaged individuals;
3.6.4 Deepen the value chain in tourism by working with government, trainers, employers and service providers in raising the profile of Registered Tourist Guides, to increase the level of satisfaction amongst service users and thus South Africa as a preferred tourist destination;
3.6.5 Offer members ongoing opportunities with monitoring of high standards of quality in training, education, professional development;
3.6.6 Provide a conduit through which members can gain access to services, resources and donors giving opportunity for assistance for small to medium size enterprises;
3.6.7 Offer an integrated forum for investment providers and business advisers to access Tourist Guides at grass-roots level and vice-versa;
3.6.8 Provide member benefits including conciliation services; collective representation to government and employers; remuneration and basic conditions of employment; negotiations, preferential professional insurance and medical aid rates, etc.
4 DEFINITIONS AND INTERPRETATION
4.1 In this Constitution, unless the context otherwise indicates:
· The heading to the respective clauses is for reference purposes only. They shall not be taken into account in the interpretation of this Constitution.
· The singular shall include the plural and vice versa. The male gender shall include the female and neuter genders and vice versa.
· The following words and expressions shall bear the meanings assigned to them hereunder.
4. Inaugural Conference –The first and only national launching conference of the Association in order to establish the constitutional processes and the NEC, and to ensure that provincial congresses will be held within 3 (three) months of the date of the conference.
4.1.1. Tourist Guide – a Registered Tourist Guide as circumscribed in the principal act (Act No. 72 of 1993) and subsequent amendments.
4.1.2. Member – any bona fide membership category as defined by the definition of Tourist Guide as regulated and enacted in the Republic of South Africa, and who has thus joined the Association via his/her Provincial and/or Regional Association.
4.1.3. Provincial Association – shall be the single unified provincial unit of the Association and is constituted by the PC, the PEC, Chapters within the constituent province and all bona fide members within the province as defined.
4.1.4. Provincial Congress – PC – Annual Provincial General Meeting to elect NEC member and the PEC and to make resolutions and propose policy for the NEC.
4.1.5. Association Chapter – the Regional General Meeting within a designated tourism region of a constituent province of the Association.
4.1.6. The Provincial Executive Committee – PEC –the Provincial Executive Committee elected for 2 (two) years at an Annual Provincial Congress.
4.1.7. The Regional Office Bearers –ROB’s –the Executive Committee elected annually by a Chapter in a constituent province representing the Chapter.
4.1.8. The National Executive Committee –The NEC – the highest committee within the Association as defined within the Constitution with 1 (one) person per province elected from the PEC’s.
4.1.9. The Chief Executive Officer – CEO – shall be a full-time employee appointed by the NEC as Secretary of the Association and simultaneously the CEO of the Association’s Section 21 Company in terms of the Companies Act 1973 – reporting to the NEC.
4.2 Association – the NFTGSA as a registered and defined voluntary organisation of tourist guides as determined.
4.3 Special Resolution – A Resolution passed by a majority exceeding 50% (fifty percent) of the votes of Members, who are present at any properly constituted meeting of a Provincial Congress or Chapter Meeting or the NEC or of more than half of the Provincial Congresses within the Association.
Any notices for all purposes of this Constitution, shall be in writing.
The notice shall be deemed to have been received by the Member to whom it is addressed by any of the following:
· at the time of delivery if couriered or hand delivered, or
· on the 7th (seventh) day following the posting in the Republic of South Africa excluding the day upon which it is posted, or
· at the time of delivery if sent via facsimile, or
· at the time of delivery if sent via electronic mail.
A notice actually received by a Member of the Association shall be deemed to be a notice in terms of this clause.
4.5 Membership Fees – The amount payable by a Member as determined in paragraph 9. Membership Fees include any interest thereon.
4.6 Year – The financial year of the Association shall be determined by the NEC,
4.7 Budget – A budget as determined in paragraph 13.
5 MEMBERS AND MEMBERSHIP
The Association shall entertain various classes of membership within its ranks.
5.1 Classes of Membership
5.1.1 Full Membership. Any person registered as a Tourist Guide in terms of the Tourism 2nd Amendment Act, 2000 (Act no 70 of 2000) and/or subsequent legislation, may apply for Full Membership via the Provincial and/or Regional Structures. Such applications shall be entertained by the Provincial and/or Regional Structures on behalf of the NEC by the relevant Executive Committee within 7 (seven) days of application.
5.1.2 Honorary Membership. The NEC may grant Honorary Membership to any person who, in its opinion, has contributed significantly to furthering the objects of the Association.
5.1.3 International Membership. Any person registered as a Tourist Guide in terms of the Tourism 2nd Amendment Act, 2000 (Act no 70 of 2000) and/or subsequent legislation who is not residing in South Africa, may apply for International Membership, provided such person is deemed to have significantly contributed to the aims and objectives of the Association. This may be awarded at the discretion of the NEC.
5.1.4 Student Membership. Any person who has enrolled for training as a Tourist Guide with an Accredited Training Provider, and is currently undergoing such training prior to registration.
5.1.5 Associate Membership. Corporations and other such organisations that support the objects of the Association may apply for Associate Membership. This may be awarded at the discretion of the NEC.
(b) Every fully paid up member and Registered Tourist Guide, via his/her Provincial Structure as defined in point 4 shall have full voting rights at any General or Special Meeting of the Association, provided payment is received at least seven calendar days before any such meeting. Honorary Members, International Members, Student Members, and Associate Members shall have no right to vote but shall enjoy participating rights in the meetings and structures of the Association.
A Member may resign membership by giving written notice to the Provincial Executive Committee (PEC), 60 (sixty) days prior to the Association’s financial year end. However, the Member, notwithstanding the resignation, shall remain liable for any Subscription Fees due to the PEC at the time of resignation.
5.3 Obligations of a Member
If a Member fails to pay any subscription fees on the due date or fails to comply with any of the obligations in terms of the Constitution, such Member shall forfeit membership after receiving 60 (sixty) days notice in writing from the Association.
Notwithstanding the foregoing, a Member shall remain liable for any Subscription Fee due and payable at the time of such forfeiture.
Each Member shall abide by a disciplinary code and professional code, respectively of conduct of the Association and profession: such codes shall set out both the substance and procedure for application to members and shall be reviewed annually. See attached codes of conduct.
5.4 Membership Procedure
Any category of person as defined above and in terms of the Constitution may apply for membership by completing a bona fide membership form, (attached), and submitting it as designated on the form to the Provincial Executive Committee. Such person shall receive a written response within 14 working days from the National Secretary or relevant Provincial Secretary of the Association. The National Office Bearers and/ or the relevant Provincial Office Bearers of that potential member shall assess candidate members. All members shall be provincially based and defined and shall simultaneously be part of a Tourism Regional Chapter in the relevant province.
6 NATURE OF THE ASSOCIATION
6.1 The Association is a corporate body under the common law of the Republic of South Africa known as a universitas personarum.
6.2 The Association has perpetual succession. Thus:
6.3 The Association continues as an entity notwithstanding changes in and of its membership.
6.4 The Association holds its assets distinct from its Members
6.5 No Member has any right, title, claim or interest to the assets of the Association by reason of its membership.
6.6 The Association does not have the object of carrying on any business that has for its own object the acquisition of gain for itself or its Members.
6.7 The Association is not permitted to distribute any of its gains or profits to its members or any person.
6.8 The Association is required to utilise its funds solely for investment or for the object for which it has been established.
6.9 The activities of the Association are to be wholly or mainly directed to the furtherance of its sole or principle object.
7 POWERS, RESTRICTIONS AND DISSOLUTION OF THE ASSOCIATION
The Association may exercise the powers conferred on it under this Constitution.
This includes the power:
7.1.1 To charge interest on any arrear Subscription Fees at such rate and calculated in such manner, as the NOB’s through the NEC may from time to time decide.
7.1.2 To appoint agents and employees as it deems fit.
7.1.3 To acquire in any manner of property for the use of the Association or the Association’s Section 21 Company.
7.1.4 To borrow monies, subject to Clause 7.2, as required by the Association in the performance of its functions or the exercise of its powers.
7.1.5 To secure the repayment of monies borrowed by it, including interest thereon, in any manner that the NEC and /or NOB’s may determine.
7.1.6 To invest any monies of the Association in any Deposit Taking Institution.
7.1.7 To remunerate any person for services rendered in organising or managing of the affairs of the Association.
7.1.8 To open bank accounts and, subject to Clause 7.2, to overdraw such accounts. To draw, make, accept, endorse, discount, execute and issue negotiable or transferable instruments of any kind.
7.1.9 To apply for any law, order, regulation or other authorisation or provision that is to the benefit of the tourism industry, either directly or indirectly and equally to oppose any bills or law, actions or applications that my prejudice the interests of the tourism industry.
7.1.10 To use such means as are required to publicise the objects of the Association.
7.1.11 To take out any insurance against any loss that the Association may suffer.
7.1.12 To merge with or enter into any reciprocal agreement with any other body or organisation which has similar objects.
7.1.13 To employ, dismiss and remunerate employees. The Association can further establish and contribute to pension, medical aid and/or other like funds for the benefit of any employee.
7.1.14 To collect and disseminate information about the tourism industry and about policies or practices related thereto.
7.1.15 To enter into any agreements for the purposes of the Association.
7.1.16 Generally to do all such things as may be conducive to the attainment of the objects of the Association.
7.1.17 The Association shall not have the power, save with the approval by Special Resolution, to alienate any immovable property or real rights of which it is the owner.
The powers of the Association are restricted in the following aspects, namely:
7.2.1 The Association may not borrow any monies except to finance any shortfall or deficit, including a temporary shortfall or deficit, in its funds; and
7.2.2 The Association may not lend any monies to Members. This does not prevent the PEC from granting any extension to a Member to pay any Subscription Fee.
7.2.3 The Association shall not have the power to encumber any of its assets unless a Special Resolution has approved the encumbrance.
7.3 Member Indemnity
Members and Executive Committee Members (NEC’s; PEC’s and REC’s) shall not be liable, jointly or independently, for the debts and/or obligations incurred by the Council.
In the event of dissolution of the Association for any reason whatsoever, on conclusion of all financial matters, any remaining finances or assets are to be disposed of as follows:
7.4.1 All assets and remaining finance to be handed over to the Association’s Section 21 Company, an Association incorporated under Section 21 of the Companies Act, 1973 whose member -directors shall remain until otherwise determined.
7.4.2 In the event of Association’s Section 21 Company not being in existence at the time of dissolution, the assets and remaining finance to be handed over to such suitable non-profit tourism organisation as determined by the NEC.
8 STRUCTURE AND COMPOSITION OF THE ASSOCIATION
8.1 The Inaugural Conference
The Association shall be established (in terms of this Constitution) and by way of resolution at an Inaugural Conference adopting the constitutional provisions of the agreed Constitution and confirmed by such a conference. Such a step brings into being the envisaged structures and powers, rights and obligations of the Association as a body. Such a conference shall be formalised and confirmed with representatives from no less than 4 (four) provinces with a minimum of 3 (three) member representatives per province (out of a maximum of 5 (five) representatives).
All provincial and regional structures shall thereafter be launched and established within a period of 3 (three) months to nominate their representatives to the national structures and election of office bearers. The conference shall confirm the nominations of an Interim Executive Committee of 1 (one) person per constituent province, for 4 (four) months only to finalise such establishment of structures and functions as envisaged in the Constitution. Such a committee shall have the powers to secure appropriate and relevant operational resources and staff for the period of 4 (four) months only.
The Association shall be composed of 3 (three) hierarchical structures and levels of governance:
8.1.1 A national structure and level of operation.
8.1.2 A provincial structure and level of operation which shall be defined as a Provincial Association.
8.1.3 A regional structure and level of operation which shall be defined as Tourist Guide Chapters within a province.
8.2 The National Structures and Functioning
8.2.1 The Association shall have a National Executive Committee (herein “the NEC”) composed of one (1) bona fide Association member from each duly established province; the NEC can only be established and brought into being if a minimum of five (5) provinces constitute the Association given a period of 4 (four) months for establishment. Such members shall be elected bi-annually by each constituent province as duly constituted by the provincial membership.
8.2.2 The NEC shall also be elected bi-annually, commencing from the moment that all provinces are established, a National Office Bearers Committee from within the NEC members (herein the NOB’s) composed as the: Chairperson, Vice Chairperson, and Treasurer of the Association. The Secretary, it is envisaged, shall be a full-time official employed by the NEC and shall be ex officio on the NOB’s. In the event of any election failing to fill any vacant positions on the NEC, they shall be filled by the provincial structures elections to the NEC.
8.2.3 The NOB’s shall be the national “face” and public image of the Association and shall meet to run the affairs of the organisation on a monthly basis. They shall also become full members of the NEC for the 2 (two) year period of office. The NOB’s shall become the National Management Committee of the Association reporting quarterly to the NEC.
8.2.4 The NEC shall be the highest and final decision making body of the Association. The operation and functioning of the NEC shall be in accordance with the constitution and its provisions.
8.2.5 The NEC shall meet at least once every 4 (four) months in each calendar year of the Association and shall be convened and chaired by the National Chairperson. It shall provide supervision and oversight to the NOB’s through entertaining appropriate reports, and minutes of the Association at provincial and national level.
8.2.6 The NEC shall establish a Section 21 Company in terms of the The Companies Act, 1973, for the purpose of managing and/or controlling specific funded resourced projects and units, assets and revenue streams to support the programme of action for tourist guides of the Association. The duly elected NEC (including the NOB’s) shall become the member-directors of the Section 21 Company and shall co-opt such member-directors as are deemed relevant or necessary. The Secretary, as full time official, shall become the CEO of such a Company and shall report to the NEC as per the established policies and procedures of the Company. The National Secretary and/or CEO shall also establish a national nerve centre and office of the Association, in accordance with an NEC approved business plan.
8.2.7 The NEC shall also inter alia:
§ Define and formalise the internal policies and procedures of the Association
§ Structure and finalise staffing for the Association on recommendations of the NOB’s and Secretary
§ Set up appropriate committees and work teams, on the recommendation of the NOB’s and Secretary.
§ Approve the annual and 6 (six) monthly budget framework of the Association.
§ Finalise a programme of action for the Association at national level, incorporating provincial programmes and projects.
§ Finalise the national and provincial business plans
§ Ensure appropriate provincial and national reports for the running of the organisation are produced and distributed.
§ Define and organise the functions and powers (by resolution) of the National Secretary and/or CEO as defined herein.
8.3 Provincial structures
8.3.1 The Constituent provincial structure shall be a unified Provincial Association of bona fide members of the Association located at a provincial level, as defined by provincial delineation of the Republic of South Africa. This association shall be convened after the Association’s Inaugural Conference through a provincial congress of bona fide members and organised on an annual basis thereafter. The Provincial Congress, duly constituted, shall elect a Provincial Executive Committee (herein “the PEC”). The PEC shall be constituted as the Chairperson, Vice Chairperson, Secretary and Treasurer of the Provincial Association and further co-opt 3 (three) further members to non-executive positions for the purpose of representing specialist guiding interests.
8.3.2 The Provincial Congress shall determine and formalise a final delineation of the tourism regions for that province and shall establish bona fide regional committees which shall be represented at such provincial level, in terms of the constitution.
8.3.3 The PEC shall liase with the NEC and the Secretary and/or CEO on a weekly and monthly basis to take forward the affairs of the Association.
8.3.4 The PEC shall liase with the regional structures on a monthly basis to conduct the affairs of the Association at provincial level.
8.3.5 The PEC shall be responsible for the day –to-day running and engagement with the provincial stakeholders and structures affecting the conditions and life of the guiding fraternity.
8.3.6 The PEC shall determine and finalise a business plan and programme of action for the province in consultation with the NEC and national operational centre of the Association.
8.3.7 The PEC shall further co-opt as non-executive additional members to the PEC meetings based on one person per region of the province.
8.4 Regional structures
8.4.1 Upon the establishment of regional delineation and finalisation, the PEC is responsible for the convening of appropriate regional general meetings of bona fide members as defined. These regional general members within a province shall be defined as Chapters of the Association
8.4.2 The Regional General Meeting may elect a Regional Office Bearers Committee (herein “the ROB’s” ) to conduct and manage the affairs of the Chapter
8.4.3 The Chapter Meeting shall be held at least once every 6 (six) months to formalise decisions and programmes for the province: at least 1 (one) Chapter Meeting per year shall convene prior to the intended date of the Provincial Congress as organised by the PEC.
8.5.1 All meetings of the Association at national and provincial and chapter level shall follow formal meeting process and protocol: i.e. the conditions of chairing, voting, a quorum and properly recorded minutes/records presented for acceptance at the following meeting, shall apply.
8.5.2 At least 14 (fourteen) clear days written notice of meetings of any meeting shall be given to all appropriate Members at all levels of the Association.
8.5.3 A quorum for all meetings of the Association shall be 40% of the members as defined. If such a meeting is not quorate the meeting may be reconvened and ratification is achieved at the next bona fide meeting. This shall not apply to special resolutions of the Association
8.6.1 The Executive teams as defined within shall have the power and functions entrusted to it under the Constitution once bona fide structures have been launched.
8.6.2 Any Member of an executive committee may not act in an unprofessional capacity for and/or on behalf of the Association.
8.7.1 The NEC may appoint such committees as it determines are required from time to time.
8.7.2 The Executive committees will ensure that the interests of all the categories of membership of the Council are fully served through the appointment of appropriate committees to this effect.
8.8 Term of Office
An elected Chairperson, Vice-Chairperson and Treasurer shall only be entitled to serve in this capacity for a bona fide term of a maximum of 2 (two) years. Thereafter a period of 2 (two) years should elapse before re-election of same member may take place.
8.9 Attendance at Meetings
Any executive member or bona fide representative who fails to attend 3 (three) consecutive meetings without apologies, shall forfeit his/her post, unless written notification of an acceptable reason is received.
An alternate member from the respective category shall be elected by those in that category to refill the position.
9 Annual Provincial Congress
9.1 The Provincial Congress shall be the bedrock of the Association’s structures and shall be an annual provincial meeting as envisaged within the Constitution herein “the PC”. Such a congress shall be launched following the Inaugural Conference and shall be an annual event at provincial level. The PC shall elect the provincial representative to the NEC and mandate its representatives around the affairs and offices of the Association.
9.1.1 The convening notice and proceedings of Provincial Congresses shall be the same as that for all other meetings.
9.1.2 At any Provincial Congress a resolution put to the vote shall be decided on the same basis as that determined for any other meeting
9.2 Business at Provincial Congresses ( PC )
The business of a PC shall be to:
· Confirm the minutes of the previous Congress.
· Receive and consider a copy of the audited annual financial statements for the previous year for both national and provincial business.
· Receive and consider the Budget for the ensuing year.
· Appoint Auditors qualified to act as such under the Public Accountants and Auditors Act 51 of 1951.
· Receive and consider the report of the Chairperson and Secretary.
· Elect Members to the PEC and/or NEC when necessary for the ensuing year, as determined in 9.1 and 9.2.
· Discuss any other matters which any Member of the Congress may propose.
10 MEMBERSHIP FEE
10.1 The Membership Fee payable for the period prior to the commencement of the first year shall be determined by the inaugural NEC, as defined by the constitution.
10.1 Membership Fees for the ensuing years shall be determined as follows:
Members shall pay annual Membership Fees as determined by the NEC.
When determining the Membership Fee payable by Members, the NEC shall differentiate between the different categories of membership within the Association
11.1 The NEC shall cause to be kept such accounting records as may be required to reflect the financial affairs of the Association.
11.2 The Treasurer shall, in accordance with generally accepted accounting practice, cause to be laid before the NEC an income and expenditure statement and balance sheet for the previous year. This shall be forwarded to the PEC’s for Provincial Congresses
A copy of the annual financial statements, which are to be laid before the NEC, shall be presented to and approved by them prior to the Provincial Congresses and such documents shall be available for perusal, not less that 21 (twenty one) days prior to the date of the Provincial Congresses.
The NEC shall appoint a reputable firm of auditors, which shall prepare annualised financial statements of both the Section 21 Company and the Association within the Association’s financial cycle as defined.
The Treasurer, in consultation with the PEC’s, shall cause a Budget to be prepared 6 (six) weeks prior to the end of each year. Such Budget shall reflect the proposed income and expenditure for the ensuing year and the proposed Subscription Fee payable by Members in each category. Such budget must be presented and approved at the end of year NEC meeting.
13 AMMENDMENT OF THIS CONSTITUTION
This Constitution may only be amended by a Special Resolution at which the notice of the meeting:
· Specifies the proposal to amend the Constitution will be put to the Provincial Congresses and a final mandate to the NEC.
· Specifies in detail the manner in which it is proposed to amend this Constitution.
Amended and accepted on ……………….