Constitution

1. Name

The name of the organization shall be the ‘Leprosy Mission Southern Africa’, hereafter referred to as ‘the Mission’.

2. Interpretation

a) Constitution means this Constitution of the Leprosy Mission Southern Africa.
b) In this constitution, unless the context shall otherwise require, the masculine shall include the feminine.
c) Council means the Council of the Mission as defined in clause 14 of the Constitution.
d) Board means the Board of Reference as defined in clause 17 [d] of the Constitution.
e) The Chairman means the Chairman of the Council as defined in clause 14 [d] if the Constitution.
f) The Executive Director means the person appointed in terms of clause 16 of the Constitution.
g) Eligible voter/s means the person/s defined in terms of clause 22 [ii] of the constitution.
h) Person affected with leprosy means a person who has been infected by the leprosy bacillus and who requires either treatment for the active phase of leprosy, or treatment for one of the complications of leprosy, or assistance for some physical or psycho-social disability arising from leprosy or a combination of two or more of the foregoing. These people referred to as ‘clients’ of the Mission in this constitution.
i) Statement of Faith means the Statement of Faith as set out in clause 4 of this constitution.
j) Treatment means the therapy required by clients for the treatment of active leprosy and/or one of its complications, including but not limited to burn wounds, reactions and eye injuries.
k) In the case of doubt as to the meaning of any provision, the interpretation of the Council shall be binding upon the members until the Mission in General Meeting under this provision shall not affect the validility of any act done or omitted in terms of a previously valid ruling by the council.

3. Head Office

The Head Office of the Mission shall be at Johannesburg or at such other place in South Africa as the Council may from time to time determine.

4. Statement of Faith

We believe in

  • The divine inspiration of the Bible and its supreme authority.
  • One true and living God, eternally existing in three persons: God the Father; God the Son and God the Holy Spirit.
  • The fall of man, his need for salvation through faith in Christ Jesus and regeneration through the Holy Spirit through faith and by grace alone.
  • One holy body of believers in the Lord Jesus Christ, who have been commanded to go to all peoples everywhere and to make disciples of them.

5. Vision StatementThe Leprosy Mission will be a respected Christian Organisation, harnessing its talents in order to excel in providing effective care to people affected with leprosy in the spiritual, physical and psycho-social dimensions, enabling them to become independent and integrated members of their communities.

The Leprosy Mission will create awareness of its work in society and strive for the eradication of leprosy.

6. Mission Statement

Our mission is to see people affected with leprosy living to the full of their God-given potential.

This is achieved by:

Ministering in the name of our Lord Jesus Christ to their physical, mental, social and spiritual needs;

Assisting in their rehabilitation;

Creating hope for our clients through opportunities for empowerment and by working for a society in which they will receive excellent, prompt and accessible treatment;

Generating the resources needed to accomplish this task through a fundraising programme and sharing information.

7. Values

  • We see our clients as whole people, with spiritual, physical, mental and social needs and abilities.
  • We work in partnerships with: clients; the families and communities of clients; Churches; national and provincial governments; other service providers.
  • We attach great importance to the personal communication of the Gospel by our employees.
  • We strive for working relationships with our clients that foster independence and community integration.
  • We view Biblically structured philanthropic support as the foundation of our financial stability and regard the development of this aid as the base of our operations.
  • We foster the development and empowerment of our personnel to enable them to attain standards of excellence in their respective areas of service.
  • We regard the individuals, companies and trusts who provide the monetary support for the Mission as important and valuable partners.

8. ObjectivesTo achieve its purpose, the Mission has categorised its objectives according to four main modules. They are:

ECONOMIC MODULE

Promoting the economic independence of people affected by leprosy, with the emphasis on skills, employment and entrepreneurship.

MEDICAL MODULE

Ensuring the effective treatment of leprosy patients by promoting case finding, diagnosis, case holding and surveillance. This aim includes the prevention of disability and the eventual tracing and treatment of all leprosy patients. Training of health personnel and the integration of leprosy services into the mainstream health sector are major objectives.

PSYCHO-MODULE

Promoting the psycho-social well-being of people affected by leprosy through counselling, group care and networking.

SPIRITUAL MODULE

Promoting Christian teaching and pastoral care through local churches, giving clients an opportunity to hear the gospel. Where no local church or pastoral care exists, supplementary arrangements may be made where possible. No one is compelled to receive Christian teaching, counselling or pastoral care against his or her will.

TRAINING

Training is a major component of the above modules.

SUPPLEMENTARY OBJECTIVE

Where it is necessary or desirable and in particular to comply with the requirements of a government within whose boundaries the Mission is operating, general medical care and treatment may be provided as deemed fit.

9. Powers

The mission will engage in its business as an independent ‘legal persona’, having an existence independent of its personnel, council and eligible voters and all its assets shall be registered or held in the name of the Mission. Individual personnel, council members and eligible voters shall not be liable for the debts and liabilities of the Mission, as per clause 25 below.

The Mission shall have all such powers as are necessary and expedient for the carrying out of its aims or which are conductive thereto, including the powers to:

a) Co-operate and work with any other organisation or society.
b) Carry out, promote, assist in or contribute towards the cost of research connected with leprosy and for the rehabilitation of persons affected by leprosy.
c) Organise or take part in national or international conferences or seminars on leprosy and related subjects and generally to co-ordinate or assist in the co-ordination of the relief of persons affected by leprosy.
d) Affiliate with any national or international organisation having objects similar to those of the Mission and to enter partnerships with such organisation where this is deemed desirable in helping the Mission achieve its aims.
e) Acquire, let, hypothecate, sell or otherwise dispose of movable, immovable or other property.
f) Erect, maintain and alter any buildings for the purposes of the Mission.
g) Receive donations, bequests and gifts, including shares and/or debentures in private or public companies and unit trusts.
h) Open and operate on accounts with banking and other financial institutions and to draw, make, sign, accept, endorse, discount and issue bills of exchange, promissory notes, cheques and other negotiable or transferable instruments.
i) Invest money upon such security as it may deem fit with financial institutions registered in terms of the Financial Institutions [Investment of Funds] Act, 1984 or such similar legislation as may be in force in other countries where the Mission operates.
j) Invest money upon securities with a licensed stock exchange as set out in the Stock Exchange Control Act, 1985 or such similar legislation as may be in force in other countries where the Mission operates.
k) Raise or borrow money in such manner as it may deem fit.
l) Institute, defend, bring, carry on, compromise, discontinue, refer to arbitration and proceedings, actions, suits, claims, demands, applications or appeals in the name of the Mission or in relation to any matter affecting the interests of the Mission.
m) Take such steps by personal, written or broadcast appeals, public meetings, or otherwise for the purposes of procuring spiritual support for and contributions to the funds of the Mission in the form of collections, donations, subscriptions, bequests or otherwise.
n) Appoint, fix the remuneration and conditions of service of and discharge an Executive Director and such other officers and employees of the Mission as it deems fit.
o) Provide pension schemes or retirement allowances or gratuities for the officers and employees of the Mission or otherwise assist such officers and their dependants.
p) Appoint and employ auditors and attorneys as may be required.
q) Generally do such things as will contribute toward the attainment of the aims of the Mission.

10. Area of Operation

The area of operation of the Mission in which funds will be collected and in which the objectives will be carried out shall be any country in Southern Africa as mutually agreed through negotiation with other organisations whose major concern is the care of people affected by leprosy.

11. Disbursement of Funds

The funds of the Mission shall be primarily allocated for use in its area of operation. Funds may be directed towards the objects of the Mission beyond this region as decided by the Council.

12. Income, Property and Monies

a) The Mission will maintain written records of its property.
b) The income, property and monies of the Mission shall be utilised towards the promotion of its objects. No portion thereof shall be paid by way of dividend or otherwise to any person. However, nothing herein contained shall prevent the payment in good faith of their out of pocket expenses to any officers, employees or members of the Mission or the payment in good faith of remuneration of any persons for any service actually rendered to the Mission.

13. Honorary Office Bearers

The Mission may have an Honorary President and not more than five Honorary Vice-Presidents. The Honorary President and Honorary Vice-Presidents shall be elected at an Annual General Meeting and shall hold office for a period of five years.

14. Council

a) The affairs of the Mission shall be managed by a Council consisting of at least five members
b) The Council shall consist of

i. Not more than seven members elected by the Annual General Meeting. The elected members shall hold office for a term of three years and thereafter be eligible for re-election.
ii. The Executive Director
iii. Not more than three members who may be co-opted by the Council [hereafter referred to as co-opted members]. The co-opted members shall hold office until the next Annual General Meeting and shall then be eligible for election or further co-option.

c) No individual shall qualify as a member of the Council unless that individual is in agreement with the Statement of Faith.
d) Chairman and Honorary Treasurer
At the first Council meeting following the election of the Council, the Council shall elect from amongst its members a Chairman and Honorary Treasurer. The Chairman and Honorary Treasure/r shall hold office for three years and thereafter be eligible for re-election. Should the position of Chairman and/or Honorary Treasurer fall vacant, the Council shall elect from its members a new Chairman and/or Honorary Treasurer, as the case may be, for the remainder of the term of such office. An audit committee may be appointed to oversee the annual audit of the Mission’s books of account.
e) The Council shall meet at least quarterly for the dispatch of business. A special council meeting may be called at any time and the Executive Director shall do so upon the requisition to that effect signed by not less than three members of the Council, stating the object of the meeting and handed to the Executive Director.
f) The Management of the business and the control of the Mission and the carrying out of its aims shall be vested in the Council. The council may exercise all such powers of the Mission as are not in terms of this constitution required to be exercised by the Mission in General Meeting, subject nevertheless to such directions as may from time to time be given to the Council by the Mission in General Meeting. No direction given by the Mission in General Meeting shall invalidate any prior act of the Council which would have been valid if such direction had not been given.15. Committees

The Council may appoint committees or sub-committees consisting of such members as it deems fit. The Chairman of the Council shall be ex-officio a member of all committees. The Council may delegate any of its powers and functions to such committees or sub-committees that shall in the exercise of the powers and carrying out of the functions so delegated conform to any directions which may have been given to it by the Council.

16. The Executive Director Southern Africa

The Council may employ a Southern Africa Executive Director and such other officers and employees as it deems fit, upon such terms and conditions as it may decide. The Executive Director shall be the chief executive officer of the Mission.

17. Board of Reference

The Board of Reference may be established. Membership of the Board will be on invitation by the Council. From time to time, the Council may identify people who possess the necessary expertise to advise the Mission in the attainment of its aims and may invite such people to join the Board. Membership of the Board is subject to the nominee being in agreement with the Mission’s Statement of Faith. Members of the Council may also be members of the Board. The Council may call meetings of the Board from time to time but the chief purpose of the Board will be to advise the Mission and its officers and employees. Board members will receive the minutes of council meetings and such other general correspondence, as the Council may deem appropriate.

18. Trustees

The Chairman of the Council, the Honorary Treasurer and the Executive Director shall be the trustees of the Mission. The Council may appoint up to two additional trustees. Any two trustees shall be authorised to sign all powers of attorney and all other documents that are required in connection with the transfer of property to or by the Mission, the registration of mortgage bonds, documents in connection with bonds, contracts, cheques and other negotiable or transferable instruments and documents in connection with legal proceedings and who shall accept on behalf of the Mission service of all documents in connection with any legal proceedings.

19. Termination of membership

A person shall cease to be a Trustee or a member of the Council or the Board or a Committee, as the case may be,

a) Upon written resignation.
b) When the person ceases to be in agreement with the Statement of Faith
c) When the person becomes incapable of holding office because of an accident or change in health
d) When the person becomes insolvent or commits an offence that would disqualify him from serving as a director of a company or other recognised body or institution.

20. Banking Account

All monies paid to or received by the Mission shall as soon as possible after receipt be deposited with such bank or other financial institution in such banking or other account, as the case may be, as the Council may decide and shall be withdrawn from time to time as may be required.

21. Financial Year

The financial year of the Mission shall be from 1st January to 31st December.

22. Books of Account

Proper books of account of the affairs of the Mission shall be kept. The said books, together with all other papers and documents connected with or relating to the business or affairs of the Mission shall be kept at the Head Office of the Mission and shall at all times be accessible to members of the Council. The Council shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Mission or any portion of them shall be open to inspection by people who are not members of the Council. The Council or the Mission in General Meeting may determine how and when any account, book or document of the Mission may be inspected.

The accounts of the Mission shall be audited at least annually by a registered accountant, not being a member of the Council.

23. Annual and Special General Meetings

i. TIME AND PLACE

The Annual General Meeting shall be held in such place and at such time after the 1st of January in each year as the Council may decide but no later than 30th June.

ii. ELIGIBLE VOTERS

People who have made a monetary donation to the Mission in the twelve months preceding the date of the Annual General Meeting and who are in agreement with the Statement of Faith may vote at the Annual General Meeting. Employees of the Mission and members of the Council may attend and vote at the Annual General Meeting. The foregoing persons are eligible voters.

The business of such meeting shall be to

a) Consider the Annual Report of the Mission and the audited statement of affairs of the Mission for the previous year
b) Elect members of the Council of the Mission
c) Transact such business of which due notice has been given

The Council may at any time call a Special General Meeting.

24. Notice of Meetings

Except as otherwise provided in this constitution, the following notice of meetings of the Mission shall be given

a) ANNUAL AND SPECIAL GENERAL MEETINGS

Annual and Special General Meetings shall be convened by notice published in the Mission’s magazine or any other appropriate medium at least fourteen days prior to the date of the meeting, specifying the objects for which such meeting is called.

b) COUNCIL AND BOARD MEETINGS

Council and Board meetings shall be convened by notice in writing, fax or e-mail to each Council or Board member, as the case may be, at least ten days prior to the date of meeting.

c) COMMITTEE MEETINGS

Committees or sub-committee meetings shall be convened by notice in writing, fax or e-mail to each committee member or sub-committee member at least ten days prior to the date of meeting.

Provided that verbal or shorter notice may be given with the approval of all members of the Council, Committees or Sub-Committees, as the case may be, for meetings of such bodies.

25. Procedure at Meetings

a) QUORUM

Except as is otherwise provided in this constitution, the following quorums are required at meetings of the Mission

i. ANNUAL GENERAL MEETING

Fifteen eligible voters.

ii. SPECIAL GENERAL MEETING

Fifteen eligible voters.

iii. COUNCIL MEETINGS

Three Council members

iv. COMMITTEE MEETINGS

Two Committee members.

v. BOARD MEETINGS

Three board members.

If a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week and same time and place [unless it is a public holiday when it shall be held the week-day following]. Eligible voters or those members who are present, as the case may be, at such postponed meeting shall be a quorum and may transact any business for which the meeting was cancelled.

b) VOTING

Except as otherwise provided in this Constitution, resolutions and questions arising at any meeting shall be decided by the majority of votes of members present. In the event of an equality of votes, the chairman of a meeting shall have a casting vote in addition to his deliberate vote. The Council may make provision for postal votes for such matters and under such conditions that it at its sole discretion may deem appropriate.

c) CHAIRMAN

The Chairman of the Council shall be the chairman of all meetings of the Mission. In the absence of the Chairman, the meeting shall elect one of its members to act as chairman for the purpose of such meeting.

d) MINUTES

The Executive Director shall ensure that minutes of the proceedings and resolutions be kept of all meetings of the Mission.

e) PROCEEDINGS

Subject to the foregoing, proceedings at any meeting of the Mission shall be conducted in such manner as the Chairman may determine.

26. Indemnity

No official, member of Council, officer or employee of the Mission shall be liable

a) For the acts or omissions of any other official, member of Council, officer or employee of the Mission
b) For any loss or damage that the Mission may suffer as a result of the failure or depreciation of any investment or of any security therefore, provided that such person has exercised reasonable care and diligence in and about the investments made by him, in accordance with prevailing legal and commercial practice
c) For any unlawful act of any person with whom funds, investments or securities of the Mission shall be deposited
d) For any loss or damage which the Mission may suffer as a result of the exercise of powers and the carrying out of the functions and duties of his relative office or in relation thereto unless such loss or damage shall occur by reason of an act or omission which was mala fide or was due to want of a reasonable care or diligence.

27. Amendment of Constitution

No amendment of any provision of this constitution shall or may be made except at a Special General meeting called for that specific purpose or at an Annual General Meeting and with the sanction of at least two-thirds of the eligible voters present and voting at such a meeting.

28. Dissolution

No resolution for the dissolution of the Mission shall or may be made except at a Special General Meeting called for that specific purpose and with the sanction of at least two thirds of the eligible voters present and voting at such meeting.

Such Special General Meeting shall be convened by notice published in the Mission’s magazine and/or any other appropriate medium at least twenty-one days prior to the date of the meeting, specifying that the purpose for which such meeting is called is to consider the dissolution of the Mission and the disposal of its assets. The quorum at such meeting shall be fifteen eligible voters.

If upon the dissolution of the Mission there remain any assets whatsoever after the satisfaction of all its debts and liabilities, such assets shall not be paid to or distributed among the employees, council members or any other person associated with the Mission, but shall be given to such other registered welfare or Non-Profit Organisations, having similar objects to the Mission, as may be decided by the eligible voters at the Special General Meeting at which it was resolved to dissolve the Mission or, in default of such decision, as may be decided by the director of Non-Profit Organisations in South Africa or the corresponding authority in any other country in Southern Africa in respect of assets in such country.