Constitution of the Coastal Winelands Attorneys Association

Whereas Rule 4 of The Cape Law Society's rules provided for the division of its area of jurisdiction into Circles and whereas Circle 2 is referred to the Boland/Overberg circle which includes the following Magisterial Districts:
1.1. Wellington;
1.2. Paarl;
1.3. Stellenbosch (including Franschhoek);
1.4. Somerset West;
1.5. Strand;
1.6. Grabouw;
1.7. Caledon; and
1.8. Bredasdorp.

Whereas the Cape Law Society has ceased to exist in terms of the Legal Practice Act no 28 of 2014 and has been replaced the Legal Practice Council (LPC);

Whereas the LPC only has a regulatory function; and

Whereas the Attorneys of Circle 2 would like to from a voluntary association;

Now therefore this shall be the Constitution of The Coastal and Winelands Attorneys Association previously known as Circle 2.

The name of the Circle, which shall constitute an association, is "The Coastal Winelands Attorneys' Association" and shall be referred herein to the "CWAA" and "Association" shall have a corresponding meaning.

The CWAA is a body corporate under the common law of the Republic of South Africa known, and:
3.1. shall have perpetual succession;
3.2. continues as an entity notwithstanding changes in and of its membership;
3.3. holds its assets in its own name and distinct from its members;
3.4. no member has any right, title, claim or interest in or to the assets of the CWAA by reason of his or her membership;
3.5. no member may directly or indirectly have any personal or private interest in the CWAA;
3.6. no member of the Committee, or any sub-committee thereof, shall be liable for anything done or omitted to be done by him in carrying out his office I portfolio or related directly or indirectly to that office, provided that nothing herein shall exclude any person from liability for his willful or fraudulent act;
3.7. the CWAA and not its members is responsible for its debts and any legal obligations;
3.8. may sue and be sued in its own name; and
3.9. shall not carry on any business that has for its object acquisition of gain.

The objects of the CWAA are:
4.1. to promote the common interests of persons practicing as attorneys in the Magisterial Districts identified in paragraphs 1.1 to 1.8 above;
4.2. to co-operate with other attorneys' associations as well as with other professional structures created- by statute;
4.3. to make representations on behalf of its members to government departments, professional structures in the legal profession and other bodies or persons with whom its members interact in their practice as attorney;
4.4. to establish close relations and association between members of the legal profession whether professionally, socially or otherwise to assist, where possible in the amicable settlement of professional disputes and to mediate between members and settle differences between them wherever called upon by such members;
4.5. on behalf of its members, to make representations to, consult with and generally act as a link with the Legal Practice Council in terms of the Legal Practice Act. "Law Society" shall also include the Legal Practice Council;
4.6. to consider and deal with legislation and to make representations in the interests of its members in connection therewith;
4.7. to promote gender and racial transformation in the legal profession;
4.8. to promote gender balanced participation in all aspects of the legal system, including the judiciary;
4.9. to create an opportunity for the expression of the views of its members on matters affecting the legal profession;
4.10. to promote continuing legal education for its members;
4.11. to keep members informed of matters affecting the legal profession and its members generally and to circulate information of interest to its members; and
4.12. to do all such things as are incidental or conducive to the attainment of these objects.

5.1. For expediency sake, all correspondence to CWAA members shall be in English.
5.2. This does not preclude the CWAA from exploring the use other official languages in its official correspondence.

6.1. The CWAA shall consist of such persons practicing, identified in paragraphs 1.1 to 1.8 above, and shall be members in good standing with the Law Society.
6.2. Membership of the Association shall be subject to such additional conditions as may be imposed in regulations made in terms of this Constitution from time to time.

A member shall cease to be a member of the CWAA under any of the following circumstances:
7.1. Death of the member; or
7.2. ceases to practice as an attorney within the Magisterial Districts identified in paragraphs 1.1 to 1.8 above; or
7.3. The member's name is removed from the roll of attorneys or he/she is interdicted from practicing as an attorney.

8.1 The annual subscription payable by members shall be determined each year by the Committee for that year at any of its meetings after the Annual General Meeting of the CWAA with due consideration to the rate of inflation and subject to any directions which may be given to the Committee by the Annual General Meeting with regard to the determination of the annual subscription.
8.2 A subscription shall be payable by the member within 30 days of the date of the invoice addressed to such member by the Committee's Treasurer in respect of the member's annual subscription.
8.3 Any member whose subscription remains unpaid after expiry of the aforesaid period and thereafter for a period of 14 days after receipt by that member of a request for payment made by or on behalf of the Treasurer shall, if the Committee so decides, be suspended as a member but shall remain liable for the arrear subscription/s and such suspension shall be uplifted after payment of the arrears.

9.1. The affairs of the CWAA shall be managed by a Committee of 6 members in total, consisting of a President, a Vice-President, Treasurer, Secretary, and up to 2 additional members, all of whom may be elected as committee members at an Annual General Meeting of the CWAA, or at any other meeting of the CWAA especially called for such purpose.
9.2. The work of the CWAA shall be divided into such number of portfolios as required by the Committee to ensure that its mandate is fulfilled.
9.3. A member shall not be eligible to be nominated or elected as a member of the Committee if such member: -
9.3.1. has outstanding subscriptions, fines, costs and levies or any other financial obligations due to the Law Society;
9.3.2. has a pending application to strike his or her name from the roll of attorneys or to interdict/suspend him or her from practice;
9.3.3. is not in possession of a current Fidelity Fund Certificate, where applicable; and/or
9.3.4. has been found guilty of unprofessional or dishonourable or unworthy conduct during the preceding three years in respect of which a fine of R50’000.00 or more has, or fines of R50’000.00 or more in the aggregate have been imposed.
9.4. All nominations for the Committee shall be in writing and shall be forwarded, with the nominee's acceptance, to the Secretary of the CWAA not less than 7 (seven) days before the date of the Annual General Meeting and the names of the persons nominated shall be communicated to members prior to the date of the Annual General Meeting.
9.5. The members of the Committee shall be elected by ballot or show of hands at the meetings, provided that no member shall be eligible for election unless he has been duly proposed and seconded in writing by members and such written proposal endorsed by the candidate has been handed to the Secretary not later than 7 days preceding the meeting.
9.6. No member shall be allowed to take part in elections as a Committee member if such a member is doing so directly or indirectly in the name of a political party, trade union, pressure group or cultural or religious organization. If a member was elected with the support of any such organization, such member shall be removed as a Committee member at the next monthly meeting of the CWAA.
9.7. Committee members shall cease to hold office after two years at the Annual General Meeting, but shall be eligible for re-election. The office of the President shall not be held by the same person for more than two consecutive years.
9.8. Casual vacancies in the Committee may be filled by the remaining members of the Committee subject to confirmation at the next general meeting.
9.9. Not more than two members from any one firm may be Committee members at any point in time. The duly elected members of the CWAA shall hold office until the following Annual General Meeting of the CWAA.
9.10. If a Committee member is found guilty of an offence by a court of law, without the option of a fine; or is engaged in unbecoming conduct; or conduct which, in the opinion of the remaining Committee members has brought the profession or the CWAA into disrepute, then, upon a vote of 75% of the remaining members of the Committee, after such member is afforded the opportunity to respond to the allegations, such member shall no longer be a Committee member.

Committee members shall not be entitled to any remuneration for their services as officers, but each Committee member shall be entitled to receive from the Association reimbursement for any reasonable expenses actually incurred in performing services for the Association, as approved by the Committee.

11.1. The Annual General Meeting shall be held on a date fixed by the Committee in the month of March upon ten days' written notice thereof, along with the agenda to all members by the Secretary. The Committee shall determine the location and date of the Annual General Meeting to be held in any given year.
11.2. General Meetings may be convened by the Committee whenever it considers it desirable but there must be at least three meetings in a year in different Magisterial Districts of the Association identified in paragraphs 1.1 to 1.8.
11.3. Committee meetings shall be held at least every three months. Any Committee member failing to attend three consecutive meetings without special leave shall cease to be a Committee member.
11.4. A quorum of the Committee shall consist of four members. At all Committee meetings, the chair shall be taken by the President or, in his/her absence, by the Vice-President. In the absence of both, the members present shall elect a chairman.
11.5. A quorum at all general meetings shall consist of fifteen members. Should there be no quorum present at any annual or general meeting, the meeting shall stand adjourned until a date to be agreed upon at such meeting (for which those present shall be a quorum) and, at such resumed meeting, those present shall form a quorum regardless of the number. At least seven days' notice of such adjournment shall be given to members.
11.6. Each Committee member shall hold office for two years but the retiring members shall be eligible for re-election, provided that if the CWAA fails at the Annual General Meeting in any year to elect a new Committee, the retiring Committee shall forthwith convene a further general meeting for the purpose of holding such election and, pending the holding of such further meeting, shall continue in office. If no new Committee is elected at such further meeting or at an adjournment thereof, the retiring Committee shall be deemed to have been re-elected for a further year and the retiring Committee members shall continue to hold the same office for such further period.
11.7. In the event of any vacancy or vacancies occurring on the Committee, the remaining members of the CWAA shall have the power to fill any such vacancy or vacancies, provided, however, that at that time there is sufficient remaining members of the Committee to constitute a quorum. The member/s so elected shall hold office on the same terms as the member/s whose place he/she takes and shall serve only until the next Annual General Meeting. If the remaining members of the Committee do not constitute a quorum, they shall have no power to fill vacancies on the Committee and may only function until such time as a general meeting to fill the vacancies can be convened. It shall be the duty of such remaining members to convene such general meeting at the earliest possible date.
11.8. Any member of the Committee may be removed from his/her. office as such by resolution passed by majority of two thirds of the members present at a general meeting of the CWAA called for such purpose.

The Committee shall conduct all the day to day affairs of the CWAA and be entitled to do all things not specially required to be done at a general meeting or not expressly required to be otherwise performed. Without limiting its rights, the Committee shall have the following special powers:
12.1. to convene meetings;
12.2. to appoint, remove and determine the duties and remuneration of its employees, if any;
12.3. to hold and to have the custody and control of the funds and other property of the CWAA under its control;
12.4. to open a banking accounts which shall be operated by the joint signatures of any two Committee members, one being the President and any one other, for the time being;
12.5. to appoint auditors to audit the books annually;
12.6. to appoint sub-committees and delegate any of its powers for such sub­committees;
12.7. to authorise expenditure on behalf of the CWAA from time to time for the purposes of furthering the objectives of the CWAA in accordance with such terms and conditions as the members of the Committee, after consideration, may direct; and/or
12.8. subject to the Constitution, to frame and promulgate rules and regulations for the conduct of the business of the CWAA and to do all other things that it may consider conducive to the interest or the good management of the CWAA or the promotion of its objects.

The head office of CWAA shall be situated at such place as may be decided at a duly constituted meeting of the Committee.

The financial year-end of the CWAA shall be the last day in February of every year.

16.1. At all meetings, votes on any matter, save the election of committee members, shall be on a show of hands or such other means as determined by the Committee from time to time.
16.2. Each member attending a meeting and subject to what is stated herein shall have one vote.
16.3. In the event of an equality of votes at any meeting other than a Committee meeting, the chairman of the meeting shall have a casting vote in addition to his/her deliberative vote.
16.4. Proxy:
16.4.1. In addition to voting in person, a member may appoint any other member as a proxy to participate in and speak and vote at all general and special meetings. A proxy appointment must be in writing, dated and signed by the member and remains valid for a specified meeting or any adjournment thereof, after which it shall automatically expire.
16.4.2. The proxy shall contain a statement of the subject on which the holder thereof is to vote and also in what manner the holder is to vote.
16.4.3. The signed proxy form bearing the original signature of the member shall be lodged with the Secretary not less than 24 hours prior to the time fixed for the commencement of the meeting at which the proxy is intended to be acted upon.
16.4.4. No proxy vote shall be recognized which is not dealt with and cast in accordance with provisions of this rule.
16.4.5. No member shall be entitled to vote by proxy on any question directly affecting that member personally.

17.1. Banking accounts shall be opened at registered commercial banks in the name of the CWAA and maintained in the name of the CWAA and shall be operated under the joint signatures of two members of the Committee, one of whom shall be the President.
17.2. Proper books shall be kept by the Treasurer, showing all monies received and expended.
17.3. The Committee shall have the power to invest its funds in competitive interest-bearing bank accounts.

18.1. The Constitution may be amended, altered or added to at any Annual General Meeting or at any general meeting specifically called for such purpose.
18.2. Any such alterations or additions must be approved by two thirds of the members present or represented by proxy at such meeting.
18.3. No proposed alteration or amendment shall be considered at any such meeting unless notice of the proposed amendment or alteration has been given to members in writing not less than ten days before the date of the meeting at which the amendments to the Constitution are going to be proposed.
18.4. No amendments may be made which will have the effect of making the Association cease to exist.

In case of doubt as to the meaning or interpretation of this Constitution, and any rules or codes framed thereunder, the Committee shall be the arbiter, and its decision shall be binding upon members, subject to an appeal to a general meeting.

21.1. The Committee shall have the power to make by-laws for the good management of the CWAA, which shall be subject to the confirmation at its next general meeting.
21.2. Records of proceedings at all meetings shall be kept by the Secretary and counter­signed by the President at the next meeting after confirmation thereof.
21.3. The Committee shall have the power to investigate any conduct of a member which in its opinion infringes a rule, by-law or binding resolution of the CWAA. In the course of its investigation, the Committee shall give the member concerned a full opportunity to defend himself or explain his/her conduct. If the majority of the Committee thereafter considers there to be sufficient grounds for referring the matter to a general meeting, it shall do so. At such general meeting, the member shall again be allowed to defend himself by explaining his conduct but if thereafter two thirds of the members present shall vote for his/her privileges to be suspended, the meeting may pass a resolution accordingly. Voting at such a meeting shall be by ballot and a resolution may also be passed at such meeting that the matter be referred to the Law Society for its attention.
21.4. Whenever notice of any matter is to be given to members it shall be deemed to have been duly given if posted or delivered to Docex or dispatched via e-mail or facsimile to members at the address recorded at the Law Society and shall be deemed to have been received two (2) days after the date on which such notice was posted, delivered or dispatched.
21.5. Every member shall be entitled to display the emblem of the CWAA on his/her/its letterhead and other material, subject to any directive/s of the Committee.
21.6. In the event of any 'Casus Omissus' in the Constitution the Committee shall decide as it considers best and proper.

This is the Constitution of The Coastal Winelands Attorneys' Association as amended, adopted and approved by members of this Association at its Annual General Meeting held at Somerset West on 8 November 2018, and will come into effect immediately upon its adoption.

SIGNED FOR AND ON BEHALF OF THE COASTAL WINELANDS ATTORNEYS’ ASSOCIATION

[By Its first CHAIRPERSON & SECRETARY]