To advance the profession of landscape architecture – specifically the role this profession plays within the South African environment- both built and natural
AMENDED SEPTEMBER 2017
The association hereby constituted shall be called the Institute for Landscape Architecture in South Africa, abbreviated as ILASA and referred to in this constitution as “the association”.
The objectives of the association shall be to represent the common interests of persons and organisations that are professionally, academically or commercially involved in the advancement of landscape architecture in any sectors.
3. Body corporate
The association shall exist in its own right, separately from its members, shall be able to contract in its own name, shall be able to own property and other possessions, and shall be able to sue and be sued in its own name. The association shall be subject to the laws of the Republic of South Africa.
4. Liability of members
The liability of any member for any obligation of the association shall be limited to the membership fees payable by the member in a single year.
5. Perpetual succession
The association shall continue to exist even when its membership and office-bearers change.
6. Powers of the association
The association shall have such powers as the fulfilment of its objectives may require, including the right to contract with third parties and with its members, to hold financial assets and liabilities, to trade for its own account and to defend the association and its members in a court of law.
7. Distribution of income and property
The income and property of the association shall be used solely for the promotion of its objectives. No portion thereof may be paid, or directly or indirectly transferred by any means, to its members, provided that the foregoing shall not prevent the payment in good faith of reasonable remuneration to any officer, servant or member of the association in return for services actually rendered to the association.
The voting members of the association shall consist of persons that are registered in any category listed in the South African Council for the Landscape Architectural Profession (SACLAP) , known as “Registered” members. Voting members whom the association wishes to honour, may be elevated to ”Fellow” membership.
The non voting members of the association shall consist of persons who are studying , and persons who are committed towards the advancement of the industry, known as ”Student” members and ”Associate” members respectively. Non-voting members, whom the association wishes to honour, may be elevated to ”Honorary” membership.
Affiliate Members of the association can be any enterprise, institution or individual that is a stakeholder in the work of the association, and whom the association wishes to admit, as a non voting member. The national executive committee (NEC) may from time to time determine special classes of affiliate memberships associated with particular sponsorship dispensations.
Applications: Membership applications and resignations shall be in writing and in such format and subject to such conditions as may be prescribed by the NEC.
Expiry: Membership shall expire at the end of each financial year and may be renewed subject to the conditions and fees prescribed by the NEC.
Mandates: No members may represent the association or make statements on behalf of the association without having obtained a written mandate from the NEC.
Personal interest: No member may have a personal or private financial interest in the association.
9. Competition between members
When participating in activities of the association, members and guests shall strictly observe the requirements of the Competition Act, Act 89 of 1998.
10. National executive committee
The national executive committee, abbreviated as the NEC, shall be responsible for the governance of the association and shall consist of a president, a president-elect, an immediate past president as well as representatives from the respective branches. Each active branch that has more then five members may nominate one voting member to the national executive committee while branches with more than ten members can nominate a second member.
Terms of office: The branch representatives to the NEC shall serve for a period of up to four years, while the term of office of the presidential office bearers shall be no longer than two years.
Elections: Every second year, or when a vacancy occurs, the administrator shall invite the voting members to nominate a president-elect. If the nominations received are contested, the secretariat shall arrange for an electronic ballot of voting members.
Vacancies: The national executive committee may fill any vacancies on the NEC or for the office of the president or president-elect, provided that such appointment shall expire at the time that the term of office of the original incumbent would have expired. A vacancy may also occur when any member of the committee is absent from three or more meetings without appropriate arrangements.
Cooptions: The NEC can co-opt individuals to the NEC provided that such individuals shall not be entitled to vote at NEC meetings and all co-options lapse at the time of the next convention.
Liability: Members of the NEC and the general secretary shall serve on the committee in their private capacity. They shall not be personally liable for any debts or other claims by third parties or members against the association, provided that their actions were conducted in good faith.
Powers of the national executive committee: The national executive committee shall have such powers as are required to manage the affairs of the association, including but not limited to:
a. binding the association in contract;
b. opening and operating bank and investment accounts;
c. appointing and dismissing employees and contractors;
d. delegating tasks and responsibilities;
e. forming subcommittees and workgroups;
f. establishing branches, special interest groups, or similar structures;
g. determining the actions and strategies of the association;
h. representing members on external bodies.
Meetings of the national executive committee: The NEC shall meet at least four times every year. The president or the administrator shall convene meetings of the committee providing at least seven days’ notice by email and minutes shall be taken.
Quorum: Half the members of the NEC plus one shall constitute a quorum. If a quorum is not present, a meeting may continue but all decisions taken must be ratified by the next meeting at which a quorum is present.
Presidential succession: At a suitable conference or other formal event every second year, the outgoing president shall formally hand over the presidency to the president-elect. If no such formal handover ceremony is possible, the president-elect shall become the president on the last day of November of that year.
11. Convention of members
The NEC shall arrange a convention of members at least every second year, where the president shall report to members on the activities and financial position of the association, and members shall have the right to table motions, provided that such motions may not conflict with matters delegated to the NEC or administrator, in this constitution.
12. Duties of office-bearers
The president or, in his or her absence, the president-elect shall preside over all meetings of the association and the NEC. The president, supported by the immediate past president and president-elect, shall be responsible for the strategic direction of the association, for membership development and relations and for the external relations of the association.
The NEC shall appoint an administrator, who may be a natural person or a corporate entity, who shall be accountable to the NEC for the operational and financial administration of the association.
14. Funding and financial management
The association shall be funded from membership fees levied on members by the NEC, investment income on surplus funds, event revenue, sponsorships and charges for services provided to members and third parties.
Financial year: The financial year of the association shall end on the last day of July of each year.
Financial control: The NEC shall institute and maintain adequate financial control systems and measures.
Bank accounts: All financial transactions of the association must be conducted through a bank account owned by the association.
The NEC shall delegate authority to two persons to execute payments and procurements on its behalf, who may be senior members or officers from the office of the administrator.
Auditors: The NEC shall appoint an independent auditor for the association.
15. Branches and divisions
The national executive committee may create branches, divisions or special interest groups of the organisation. Any such structures must:
a. remain financially accountable to the NEC;
b. derive their mandate to operate from the NEC;
c. and be subject to this constitution.
Branches, divisions and special interest groups can operate according to their own rules provided that these rules do not conflict with the principles stated in a, b, and c above.
16. Amendment of the constitution
This constitution may be amended by the members in a secret ballot at a general meeting of members or by an electronic vote at any time, provided that the motion is passed by a two-thirds majority of the members who participate in the vote. All members must be provided with at least fourteen days’ notice of any meeting or electronic vote at which a motion to amend the constitution is to be submitted and the wording of the motion.
17. Income Tax Act
The following limitations imposed by Section 30B of the Income Tax Act are recorded:
i) the entity must have a committee, board of management or similar governing body consisting of at least three persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of that entity;
ii) no single person may directly or indirectly control the decision-making powers relating to that entity;
iii) the entity may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives;
iv) the entity is required to utilise substantially the whole of its funds for the sole or principal object for which it has been established;
v) no member may directly or indirectly have any personal or private interest in that entity;
vi) substantially the whole of the activities of the entity must be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual member or minority group;
vii) the entity may not have a share or other interest in any business, profession or occupation which is carried on by its members;
viii) the entity must not pay to any employee, office bearer, member or other person any remuneration, as defined in the Fourth Schedule, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered;
ix) substantially the whole of the entity’s funding must be derived from its annual or other long-term members or from an appropriation by the government of the Republic in the national, provincial or local sphere;
x) the entity must as part of its dissolution transfer its assets to—
• another entity approved by the Commissioner in terms of this section;
• a public benefit organisation approved in terms of section 30;
• an institution, board or body which is exempt from tax under section 10(1)(cA)(i); or
• the government of the Republic in the national, provincial or local sphere;
xi) the persons contemplated in paragraph (b)(i) will submit any amendment of the constitution or written instrument of the entity to the Commissioner within 30 days of its amendment;
xii) the entity will comply with such reporting requirements as may be determined by the Commissioner from time to time; and
xiii) the entity is not knowingly and will not knowingly become a party to, and does not knowingly and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement contemplated in Part IIA of Chapter III, or a transaction, operation or scheme contemplated in section 103(5).
Upon dissolution, any surplus of assets over liabilities shall be given or transferred to some other non-profit association having objectives similar to the main objectives of the association. The association may be dissolved if 75% of the members in good standing agree, by secret ballot or electronic vote, to such dissolution.
Adopted and signed on behalf of the members at _________________on ___________________