Note: the ODU is currently engaging with the South African Revenue Service (SARS) to obtain clarity regarding the tax status of the Bursary Fund and the associated Trust. Upon receipt of confirmation from SARS, Clause 18 of the Constitution, which addresses tax status, will be reviewed and amended accordingly. The proposed amendment will be presented to members for consideration and approval at the forthcoming Annual General Meeting.

THE CONSTITUTION OF THE OLD DIOCESAN UNION

ADOPTION

This constitution of the Old Diocesan Union ("the union"):

1.1. is adopted by a 67% (sixty seven percent) majority of the votes of the members at the annual general meeting of the union held on 6 October 2021;

1.2 novates all previous constitutions of the union;

1.3. and shall be published in English, Afrikaans and isiXhosa.

2. GUIDING VALUES AND PRINCIPLES

The union is a voluntary association and a registered public benefit organisation with the rights and obligations at law flowing from such status.

The union subscribes to, and is guided by, the following values and principles:

1. equality;
2. unity;
3. inclusiveness;
4. transparency;
5. loyalty;
6. respect;
7. courage;
8. humility;
9. good citizenship.

3. OBJECTS

The objects of the union ("the objects") are to:

1. promote, maintain and strengthen relationships and good fellowship between alumni ("OD's") of Diocesan College Bishops including Diocesan College Preparatory and Diocesan College Pre-Preparatory ("Bishops");
2. foster and promote the interests of ODs;
3. enable a worldwide community of ODs;
4. connect OD's to one another and to Bishops;
5. provide support for ODs;
6. support approved initiatives of the members;
7. maintain and build pride in, and support for, Bishops;
8. uphold and perpetuate the honour, reputation and tradition of the union, thereby contributing to its long-term sustainability.

4. POWERS AND DUTIES OF THE UNIONThe union shall have all such powers as may be necessary for, or incidental or conducive to, achieving the objects and managing and controlling the business and affairs of the union and, without derogating in any way from the generality thereof or from any other provision of this constitution, to:

1. acquire and dispose of movable or immovable property;
2. raise funds;
3. provide bursaries to attend Bishops;
4. promote, establish and administer financial or other schemes for the benefit of OD's;
5. open and operate banking and savings accounts;
6. employ and remunerate persons with the necessary skills for the administration of the union
7. make donations to organisations having the same or similar objects to that of the union;
8. sue and be sued in its own name;
9. establish committees and sub-committees;
10. establish societies, clubs and the like;
11. establish branches of the union anywhere in the world;
12. operate as a public benefit organisation and be registered as such;
13. form trusts or other entities;
14. hold, invest and/or distribute funds in furtherance of the objectives;
15. levy members to cover its administration, operating or extraordinary costs and expenses;
16. enforce compliance with the constitution in such manner as it may deem fit by imposing punitive action which may include but is not limited to the imposition of fines and, subject to 5.4 below, suspension or expulsion of membership.
17. The union's activities shall be in furtherance of the objects and not for specific benefit of an individual member or a group of members.
18. The union shall not, whether directly or indirectly, pay any portion of its income or transfer any of its assets, to any person who is a member of the committee except as:
19. reasonable remuneration for goods delivered or services rendered to, or at the direction of, the union: or
20. payment or reimbursement of expenses reasonably or necessarily incurred in furtherance of the objects; or
21. payment of an amount due and payable by the union in terms of an agreement.
22. The union may not, whether directly or indirectly, distribute any of its funds or assets to any person other than in the furtherance of the objects.
23. The powers and functions of the union shall vest in, and be exercised by, the committee constituted pursuant to this constitution which committee shall exercise all such powers as may be necessary for the management of the union and the achievement of the objects.

5. MEMBERSHIP

A members’ roll shall be maintained and updated by the committee.

Ordinary Membership

Membership shall automatically be open to all past students of Bishops who attended for at least 1 (one) year.

A class of associate membership may be open to persons who:

5.1.2.1. attended Bishops as students for less than 1 (one) year;

5.1.2.2. served on members of the staff of Bishops with more than 10 (ten) continuous years of service in that capacity,

provided that such person, in the sole discretion of the committee, subscribes to the objects of the union and fulfils such additional criteria as the committee may from time to time determine and publish.

5.2. Life Membership

Any member contemplated in 5.1.1 above may apply for life membership to the union in the form prescribed by the committee from time to time and, upon payment of the requisite subscription, if any, (as determined by the committee from time to time), the committee shall determine any such application.

5.2A Honorary Membership

Any employee (including but not limited to a teacher, administration or grounds staff) (hereinafter “Bishops Staff”) who is not already an OD, and who has served at least ten years at Bishops, will automatically be admitted as a member of the ODU, without any payment of the prescribed fee.

5.3. Honorary Life Membership

The committee may, in special circumstances, confer honorary life membership on any person who has served Bishops or the union in an exceptional manner and who is in the sole and absolute discretion of the committee deserving of such recognition.

5.4. Termination of Membership

5.4.1. The committee may terminate the membership of any member who no longer qualifies as such and the committee shall give adequate reasons for such termination.

5.4.2. Any member shall have the right to terminate his membership by submitting his resignation in writing to the committee.

5.4.3. If after investigation enquiry by the committee it should find that a member has:

5.4.3.1. jeopardised the good name and reputation of the union •

5.4.3.2. breached any rule, policy or code of conduct of the union; and/or

5.4.3.3. acted in conflict with the objects,

the committee may take any of the steps contemplated in 4.16 above and the procedures to be followed at any such enquiry shall be determined by the committee in its sole discretion and its determinations, findings and decisions shall be final and binding.

MEETINGS OF MEMBERS

General Meetings

6.1. General

The members of the union in general meeting shall exercise jurisdiction over all the affairs of the union and shall be entitled to do all such things as may be necessary to carry out the objects and functions of the union.

6.2. Annual General Meeting

6.2.1. An annual general meeting of the union shall be convened annually and held as close as reasonably possible to the day on which Bishops celebrates Founders Day.

6.2.2. The business of the meeting shall be to:

6.2.2.1. receive and confirm the minutes of the previous annual general meeting and any special general meeting held since the previous annual general meeting;

6.2.2.2. receive and consider for adoption the union's annual Financial statements;

6.2.2.3. receive and consider for adoption a report from the committee on the affairs of the union;

6.2.2.4. elect the office bearers, and to elect members to serve on the committee for the ensuing year;

6.2.2.5. have the right to appoint a registered auditor to review or audit the union's annual financial statements;

6.2.2.6. deal with any other matters.

6.3. Special General Meetings

6.3.1. The committee may convene a special general meeting at any time deemed necessary, or, upon receipt of a written requisition signed by not fewer than 50 (fifty) ordinary members, it shall convene such a special general meeting.

6.3.2. The business transacted at the special general meeting shall be limited to that stated in the notice convening the meeting.

6.3.3.    At any time, an OD may request the feedback from the Committee (including, but not limited to an idea, risk, opportunity, or complaint) on any matter for the Committee’s consideration, debate and / or decision;

 6.3.4.   Should the Committee choose not to vote on the matter, the OD so requesting would require 5 ODs to in writing require the OD Committee to formally vote on the matter;

 6.3.5.  Should a written requisition for an SGM notice be delivered thereafter, the Committee must publish the request to all ODs and the decision and reasons therefore to go forth or not

 6.3.6.  The Committee undertakes and agrees to render whatever assistance as is required to ensure that any request for an SGM falls within the confines of its Constitution, complies with the requirements and contains motions which are capable of being voted upon

6.4. Notice of General Meeting  

The committee shall issue notice to all members whose contact addresses are known, stating the place, date and time of the meeting and specifying the business to be transacted at the meeting.

Such notice shall be sent out at least 14 (fourteen) days before the date of the meeting.

6.4.3 The non-receipt of such notice by any member(s) shall not invalidate the proceedings of the meeting.

6.5. Proceedings at General Meetings

6.5.1. No official business shall be transacted at any general meeting not stated on the agenda included in the notices.

6.5.2. 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 and throughout the meeting.

6.5.3. The president shall preside as chairman at every general meeting of the union.

6.5.4. If at any meeting the president is not present within 15 (fifteen) minutes after the time appointed for the meeting or is unable or unwilling to act as chairman, the chairman of the committee or, failing him, any other member of the committee shall be chairman of the meeting.

6.5.5. The chairman of the meeting may, with the consent of the majority of members present at any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place

6.6 Quorum at General Meeting

6.6.1. The quorum at a general meeting shall consist of 20 (twenty) ordinary members entitled to vote and who are present in person at the commencement and throughout the meeting.

6.6.2. If, within half an hour from the time appointed for any general meeting, a quorum of members shall not be present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, the meeting witl stand adjourned until the same day and hour of the following week and the members then present shall constitute a quorum.

6.7. Voting at General Meeting

6.7.1. Ordinary members shall each have 1 (one) vote at general meeting of the union.

6.7.2. Except where otherwise expressly required, a majority vote on any resolution put to the members shall prevail.

6.7.3. Voting shall be by show of hands unless a secret ballot is requested by the chairman or by a majority of the ordinary members present at the meeting.

6.7.4. At all general meetings, in the event of an equality of votes, the chairman shall have a second or casting vote.

6.7.5. Any ordinary member unable to attend a general meeting in person may appoint, in writing, another ordinary member as proxy to vote for him at that meeting. All proxies shall be lodged with the committee at least 24 (twentyfour) hours before the meeting at which they are to be used. Such proxies shall be valid only at the general meeting for which they are intended and at any resumption of that meeting if adjourned.

6.8. Remote Attendance

Remote attendance at, and participation in, general meetings shall be implemented and regulated by such electronic or other means and in such manner as the committee may determine and prescribe from time to time.

THE OFFICERS

The officers of the union must be members and shall be:

the patron, who.

shall be the chief custodian of the reputation and dignity of the union 

shall be entitled to propose the toast or delegate the same at any assembly of the union;

is nominated by the committee, and appointed by the members at the annual general meeting;

holds office for a period determined by the committee in its discretion whereafter he assumes office as a vice president; and

is not an officer of the committee;

the president, who:

7.2.1. has as his role and function to guide the chairman and offer him wise counsel and to advise the committee;

7.2.2 is nominated by the committee from amongst the vice presidents and must be approved by the patron;

7.2.3. is appointed by the members at an annual general meeting;

7.2.4. holds office for a period determined by the committee in its discretion whereafter he assumes office as a vice president; and

7.2.5. is not an officer of the committee;

7.3. the vice presidents, who:

7.3.1. are members whose personal and public achievements are such that they are leaders in their respective fields of endeavour and who have made a significant contribution to Bishops and/or the union;

7.3.2. shall be entitled, but not obliged, to attend meetings of the committee, with or without notice, and to speak and be heard on any business within the competence of the committee;

7.3 .3. are nominated by members and must be approved by the committee;

7.3.4. are appointed by the members at the annual general meeting and hold office for life; and

7.3.5. are not officers of the committee;

7.4. the chairman, who:

7.4.1. is an officer of the committee;

7.4.2. shall ensure that the Committee at all times acts within the prescripts of the Constitution and complies with its rights and obligations as set out therein in relation to inter alia, the holding of meetings, the taking of decisions and the publication of the minutes of the meetings and records of decisions taken on the OD website

7.4.3. is appointed by the committee; and

7.4.4. holds office for the period(s) provided for in 8.7 below;

7.5 . the vice chairman, who:

7.5.1. is an officer of the committee;

7.5.2. whose role and function is to support the chairman acting inter alia as an alternate to and/or delegate of the chairman;

7.5.3. is elected by the committee; and

7.5.4. holds office as such for the periods provided for in 8.7 below;

7.6. the treasurer, who:  

7.6.1. is an officer of the committee;

7.6.2. has as his role and function the exercise of financial oversight of the funds and the finances of the union;

7.6.3 whose duty it is to report to the committee and to the members from time to time;

7.6.4. is appointed by the committee; and

7.6.5. holds office for the periods provided for in 8.7 below; and

7.7. the members of the committee, who are officers of the committee.

MANAGEMENT OF THE UNION

The affairs of the union shall be managed by an executive committee ("the committee") constituted as is set out below.

Elected Members

A maximum of 12 (twelve) ordinary members of the union shall be elected to serve on the committee in the following capacities:

chairman;

vice-chairman;

treasurer;

a maximum of 9 (nine) and a minimum of 5 (five) ordinary members.

Co-opted members

Such persons as the committee may nominate to assist in the carrying out of its functions.

Casual Vacancy

Should a casual vacancy occur in the elected members of the committee, the committee may appoint an ordinary member of the union to fill the vacancy until the next annual general meeting. The election of the elected members shall take place at the annual general meeting in accordance with the rules of the union.

Office Bearers

The committee shall, following each annual general meeting of the union, elect its own chairman, vice chairman and treasurer from among its own members.

Period of Office

Each member of the committee will be elected to hold office for a period of no more than three (3) successive years of having served on the committee until such time as his / her resignation or removal.  Members of the committee will be ineligible for nomination and re-election to the committee upon the completion of the three (3) successive years until a further period of two (2) years has passed following the three (3) year term save to the extent that a general meeting resolves that the period of office a member of the committee shall be extended and the period of such resolved extension. 

Co-opted members shall hold office until the next annual general meeting following the date of their appointment or for such shorter period as the Executive committee determines.

POWERS AND DUTIES OF THE COMMITTEE

Without derogating from any other provision of this constitution, the committee shall have all such powers as may be required or necessary to:

promote and foster the objects of the union

convene the general meetings of the union,

give effect, where necessary, to resolutions passed at general meetings of the union manage and control the funds and assets of the union and to keep proper books of account in respect thereof;

deal with applications for membership of the union and to admit approved applicants to membership;

collect membership subscriptions;

keep a register of all members;

collect and collate information on the activities of OD's for inclusion in the union s publications and communications;

determine the use, modification, manufacture and sale of all items bearing the union's brand;

encourage and foster the establishment and maintenance of branches of the union;

appoint persons to represent the union in other organisations;

execute the union's powers contemplated or provided for in 4 above;

frame for approval by a general meeting of the union, rules, policies and codes of conduct;

amend or repeal any policies or codes ("the rules") rules relating to the governance or administration of the union in respect of matters not specifically provided for in this constitution, and shall publish any such policies and rules to the members provided that any such rule shall:

be consistent with this constitution;

shall take effect on the date specified therein;

take the actions contemplated in 4.1.16 and 5.4 above.

MEETINGS OF THE COMMITTEE

The committee shall meet not less than 4 (four) times during its year of office.

Not less than 7 (seven) days written notice of any committee meeting shall be given provided that, in cases of urgency, this minimum period of notice may be waived at any such meeting with the consent of not less than 5 (five) elected members of the committee.

6 (six) members of the committee shall form a quorum.

Co-opted members shall not have the right to vote at meetings of the committee.

10.5 Members appointed to fill casual vacancies shall have the right to vote at meetings of the committee.

10.6. In the case of matters requiring urgent resolution or, if for any reason, it is impractical to meet or pass a resolution at a duly constituted meeting, proceedings may be conducted by utilising electronic facilities provided that the required quorum is met. A resolution agreed to by a majority of members participating during the course of such proceedings, without interruption, shall be as valid and effectual as if it had been passed at a meeting of the Executive committee members, duly called and constituted.

10.7. Each member of the committee shall be entitled to 1 (one) vote and the decision of the majority of the committee members shall bind the minority. In the event of an equality of votes, the president shall have a second or casting vote.

10.7A All decisions taken by the committee shall be referred to a vote of the committee whether taken in writing via round robin or as agreed in committee meetings and shall be recorded in writing, duly recording the number of votes for and against the resolution voted upon, which will be recorded and published.

10.8. Minutes of all meetings of the committee shall be taken, ratified and maintained and, unless in special circumstances determined in the sole discretion of the committee, made available on request to any member.

BRANCHES

Branches of the union may be formed in any area where no branch of the union exists provided that no branch of the union shall be formed without the approval of the committee.

Any proposed branch of the union shall be regulated by the constitution.

Each branch shall submit to the union an annual report on the operational and financial affairs of the branch.

REPRESENTATION

When invited to do so the union may through the committee appoint representatives to serve on the committee of other organisations or otherwise represent the union in other organisations.

INDEMNITY 

The members of the committee and office bearers of the union shall not be liable for any loss, claim, charge, cost or damage howsoever arising from or relating to the proper discharge of their duties and they shall each be indemnified by the union against any such loss, claims, cost or damage.

URGENT PROCEEDINGS

To enable business of any urgent nature to be transacted, any provision of this constitution may be waived with the consent of not less than 80% (eighty percent) of the members present at a general meeting of the union.

 

OFFICE

The office or headquarters of the union shall be at The Mitre, Diocesan College, Campground Road, Rondebosch, Cape Town, or at such other place as the committee may determine from time to time.

AMENDMENTS

This constitution may not be rescinded in whole or in part, or amended, except by resolution of the members at a general meeting after notice in terms of this constitution has been given specifying the exact nature and extent of such rescission or amendment and the reason for the same and effect thereof. Such resolution shall be deemed to be passed only if assented to by not Less than 67% (sixty seven percent) of the members voting in person or by proxy.

DISSOLUTION

The union may be dissolved and wound up by a resolution of not less than 75% (seventy five percent) of the voting rights exercised on the resolution by members present in person or by proxy at a special general meeting convened on not less than 30 (thirty) days' notice in writing, stating the purpose of such meeting and setting out the terms of the resolution to be proposed. The quorum for such a meeting shall be 30 (thirty) members.

If upon the winding up or dissolution of the union there remains after satisfaction of all its debts and liabilities, and after giving effect to any conditions or stipulations attaching to assets which may have been donated to the union conditionally, any remaining assets shall not be paid to or distributed among the members but shall be given to any other association constituted for the purpose of giving effect to the objects or such other organisation(s) previously having similar objects and which is or are authorised in terms of section 30 of the Income Tax Act, 58 of 1962 (as amended) to collect contributions as may be decided by the members at the special general meeting at which it was decided to dissolve the union or, in default of such decisions, as may be decided by the Commissioner of the South African Revenue Service. Any organisation which will benefit from such dissolution shall be within the Republic of South Africa and exempt from income tax, tax on gifts and estate duty and of a charitable or educational nature.