The Constitution

  • This is the Third draft.

  • The constitution was drawn up in 2005.

1 - Name

The name of the organisation shall be the "Composers Association of South Africa" (CASA) (hereinafter referred to as "the Association").

2 - Objectives
  • The objectives of the Association shall be:
  • 2.1. To serve as an association serving Music Composers in Southern Africa;
  • 2.2. To promote the composition and publication of music in Southern Africa;
  • 2.3. To offer information, advice and assistance to music composers and to encourage the personal development of aspiring and emerging composers and songwriters and offer guidance in all aspects of such works;
  • 2.4. To promote and protect the rights of its Members in South Africa, and to strive towards informing members about their rights and obligations as creators of music works;
  • 2.5. To promote sound professional and legal relationships between composers and publishers and to assist composers in negotiating fair publishing contracts;
  • 2.6. To provide a forum for debating issues of interest to composers and to provide support and solidarity in interacting with other composers and associations abroad;
  • 2.7. To facilitate interaction, exchange and collaboration between composers across the different media and with artists in other disciplines;
3 - Definitions

In this Constitution,

  • "Member" means any person who is a paid-up Member of the Association or any Honorary Member.
  • "Composer" means the composer or songwriter or lyricist of, or to any music.
  • "Committee" means the Executive Committee contemplated in rule 11.
  • "Branch" means a group of ordinary Members who have applied to and have been granted recognition as a Branch by the Annual General Meeting of the Association.
  • "General Meeting" means a meeting convened under rule 17.
  • "South African" means a person who is a citizen of South Africa, or a permanent resident, or who is ordinarily resident in South Africa even if temporarily resident abroad at the time of joining.
  • "The Act" means the Copyright Act, 1978 (as amended).
  • Any reference to one gender shall include the other.
4- Legal Status

The Association shall be a not-for-profit body, enjoying perpetual succession and capable in law of acquiring property, and may join, cooperate or liaise with any person, club, association, body or society, in any act, matter or thing, which may be conducive to the attainment or performance of the Objectives of the Association.

No Member shall have any right to appropriate the Association's assets for personal use or gain.

5- Membership

Membership shall be open to all South African composers of music as follows:

  • 5.1. Membership shall be open to all South African composers of music as follows:
    • 5.1.1. Ordinary Membership status shall be accorded to those composers who are members of Collective Administration and Management Societies (CAMS) such as SAMRO;
    • 5.1.2. Associate Membership shall be accorded to up and coming composers who are members of any CAMS and are currently not earning royalties through the CAMS;
    • 5.1.3. Affiliate Membership shall be open to all composers' or songwriters' organisations;
    • 5.1.4. Honorary Membership may be extended to individuals that have rendered notable service to the Association or the music industry generally, subject to Members' approval at an Annual General Meeting.
  • 5.2. Any person who is eligible for membership of the Association may apply to the Executive Committee for admission to membership in writing, signed by the applicant in the form that the Executive Committee may from time to time determine. The Executive Committee is entitled to request such information or evidence of eligibility of membership as it may deem necessary.
    • 5.2.1. The Executive Committee will consider any application for membership and if it is reasonably satisfied that the applicant is eligible, will admit the applicant as a Member.
    • 5.2.2. When an applicant has been accepted for membership, the Executive Committee will as soon as possible send to the applicant written notice of acceptance and a request for payment of the membership fee. On payment of the membership fee, the applicant will become a Member of the Association, provided nevertheless that if any required payment is not made within two calendar months after the date of the notice, the Executive Committee may in its discretion cancel its acceptance of the applicant for membership of the Association.
  • 5.3. Obligations of Members
    • 5.3.1. All categories of membership shall be bound to further, to the best of their ability, the objectives and interests of the Association. They shall comply with the Constitution and with the instructions of Executive Committee and accept their authority as binding and shall not act in a manner prejudicial to the interests of the Association.
    • 5.3.2. No member shall pass confidential information of the Association to non- Members.
    • 5.3.3. No Member shall make any statement, whether orally or in writing, to the press, television or radio, representing such statement as the policy of the Association, unless expressly authorised to do so by the Executive Committee.
    • 5.3.4. Members shall keep the Association notified in writing of any change of address and unless and until such notification has been received by the Association a Member's address for all Association purposes shall be deemed to be the last address of the Member appearing in the Association's register of Members.
    • 5.3.5. Breach by a Member of any of the obligations set out above shall constitute grounds for such disciplinary action as may be deemed necessary by the Executive Committee. Upon finding a Member guilty of breach of any Article of the Constitution, the Executive Committee may impose such sanction as it may deem appropriate, such as, but not limited to: suspension from membership - such suspension not to exceed two years - or expulsion from the Association.
6 - Register of Members

The Executive Committee shall keep a Register of Members in which are set out the various categories of membership together with their addresses.

7 - Membership Fees

Membership fees shall be determined by a two-thirds' majority of the Annual General Meeting at the recommendation of the Executive Committee. Membership fees shall be payable by all applicants for membership of the Association. It is recorded, for the avoidance of doubt, that Honorary Members are exempt from the obligation to pay membership fees.

  • 7.1. All Members with the exception of Honorary Members shall pay an annual membership fee at the rate and within the time stipulated by the Annual General Meeting at the recommendation of the Executive Committee.
  • 7.2. Members who fail to pay their annual membership fees shall have their membership suspended until such time as they have made payment.
  • 7.3. Upon written notification to the Association, a Member who is receiving a pension or who is fully disabled shall be granted a waiver of the fees referred to in clause 7.1 above; the provisions of clause 7.2 shall not apply in respect of such Members.
  • 7.4. Any Member suspended from membership shall be precluded from taking part in or voting at any General Meeting or election of the Association or any meeting of the Executive Committee or of a duly constituted Committee of the Association and shall not be entitled to any of the services of the Association nor to seek the advice and assistance of the Association.
  • 7.5. A suspended Member who fails to pay all arrears of subscriptions within six months of the date of suspension shall be struck off the register of Members of the Association and shall be so notified in writing to the last recorded address and shall thereby cease to be a Member of the Association.
8 - Termination of Membership
  • 8.1. Any Member may resign from the Association by giving one month's notice in writing of his/her intention so to do, and upon the expiration of such notice he/she shall cease to be a Member but shall remain liable for payment of arrears of subscription or other monies (if any) due to the Association upon his/her ceasing to be a Member.
  • 8.2. If the membership fee of a Member remains unpaid for a period of two calendar months after it becomes due, the Member may, after notice of the default has been sent to him by the Executive Committee, be barred by resolution of the Executive Committee from all privileges of membership provided that the Executive Committee may reinstate the Member on payment of all arrears if the Executive Committee thinks fit to do so.
  • 8.3. If any Member willfully refuses or neglects to comply with the provisions of the constitution of the Association, or is guilty of any conduct which in the opinion of the Executive Committee is unbecoming of a Member or prejudicial to the interests of the Association, the Executive Committee will have power by resolution to censure, suspend or expel the Member from the Association provided however that at least one week before the meeting of the Executive Committee at which such a resolution is intended to be passed the Executive Committee will have sent the Member written notice of the meeting, of what is alleged against him/her and of the intended resolution and that he/she will, at the meeting and before the passing of the resolution, have had an opportunity of giving, orally or in writing, any explanation or defence he/she may think fit, and provided however further that the Member may, by notice in writing lodged with the Executive Committee at least 24 hours before the time for holding the meeting at which the resolution is to be considered by the Executive Committee, elect to have the question dealt with by the Association in extra ordinary general meeting. In that event an extra ordinary general meeting of the Association will be called for that purpose and if at the meeting such a resolution is passed by a majority of two-thirds of those present and voting (the vote to be taken by ballot) the Member concerned will be dealt with accordingly and, in the case of a resolution for his expulsion, the Member will be expelled.
9 - Reinstatement of Members

A person whose membership of the Association has been terminated may apply for reinstatement of his/her membership. The Executive Committee, upon receipt of such an application may in its discretion, readmit such person to membership upon such terms and conditions, including the payment of a membership fee, as it may decide.

10 - Branches
  • 10.1. Any group of Ordinary Members in a province who wish to establish themselves as a Branch of the Association may make written application to this effect, provided that a Branch shall comprise at least 10 Members of whom at least five must be Ordinary Members. Once established, all Ordinary and Associate Members living in the province of the Branch shall be entitled to attend.
  • 10.2. After the (national) Annual General Meeting has approved such application, the Branch Members shall elect a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer and not more than two more Members to act as their executive. The activities, structure and operations of the Branch shall be subject to the Constitution in all respects. The Executive Committee shall from time to time issue such guidelines for the conduct of Branches as it considers necessary.
  • 10.3. Branch Chairpersons shall call branch Annual General Meetings prior to the (national) Annual General Meeting, and shall submit the minutes thereof to the (national) Annual General Meeting at least a month prior to it.
  • 10.4. It shall be in the discretion of the national Executive Committee to allocate funds to duly registered Branches on an ad hoc basis, or in proportion to the membership fees paid by Members who belong to such Branch.
11 - Executive Committee
  • 11.1. The affairs of the Association shall be administered by an Executive Committee ("Exco"), which shall be elected every 2 years at the Annual General Meeting of the Association. Every second year, the two longest serving members shall retire, but will be eligible for re-election.
  • 11.2. Notwithstanding the foregoing, any Member of the Exco shall be entitled to serve a further term in the event that no new Members are prepared to make themselves available to replace the retiring Exco Members.
  • 11.3. The Exco shall be composed of not fewer than eight and not more than eleven Members, and shall include: a Chairperson, a Vice-Chairperson, a Secretary, a Treasurer, and at least four further Members. Provided that only fully paid up Ordinary Members will be eligible to be elected as Members of the Exco. The Exco shall have the power to co-opt additional Members by means of a majority vote at an Exco meeting.
  • 11.4. In the event that a Member of the Exco fails to attend 3 consecutive meetings of the Exco, the Exco may, by a two-thirds majority of those present and voting at the next subsequent meeting of the Exco, regard such a Member as having resigned from the Exco.
  • 11.5. Should a vacancy on the Exco arise for any reason, the Secretary shall take such steps as are necessary to fill the vacancy by means of an election. The Secretary shall seek nominations for Members qualified to stand as candidates and shall arrange for an election to be held, provided that if the vacancy occurs within 3 months of the close of nominations for the next annual elections, no action shall be taken and the seats(s) shall remain vacant until the next annual election.
  • 11.6. A Chairperson or a Vice-Chairperson who during a term of office finds it impossible for any reason to continue in office shall forthwith resign from office and the Members of the Exco shall have power to elect from among their number a replacement to the office to serve until the following Annual General Meeting, The vacancy so created on the Exco shall be filled under the provisions of Article 11.5 above.
  • 11.7. The Exco shall meet at such times as the Chairperson may deem necessary but in any event no less than four times per year.
  • 11.8. All meetings of the Exco shall be chaired by the Chairperson or in the absence of such by the Vice-Chairman and in the absence of the officers named, the Members of the Exco present shall by a majority vote elect one from among their number to preside over the meeting and the Member elected shall for the duration of that meeting be vested with the rights, powers and duties of a Chairperson and shall have only a casting vote.
  • 11.9. A minimum of four Members of the Exco personally present shall be a quorum for a meeting of the Exco for all purposes and each Member shall be entitled to one vote, save only that the Chairman shall have a deliberative and casting vote.
12 - Powers of the Executive Committee

The Executive Committee shall have the power to do all things necessary to carry out and promote the objectives of the Association, except such matters as are required by this Constitution to be submitted to a General Meeting of the Association. Without limiting the powers and duties of the Executive Committee, they shall include the following:

  • 12.1. To make, amend or rescind Regulations for the administration of the affairs of the Association, within the scope of this Constitution;
  • 12.2. To appoint Committees from among its Members or otherwise for such purpose and upon such terms as may be considered desirable and to delegate such powers thereof as may be necessary;
  • 12.3. To summon, at any time, a General Meeting of the Association;
  • 12.4. To suspend or terminate the membership of a Member;
  • 12.5. To purchase and sell movable and immovable property and to invest any funds not immediately required by the Association in such manner as it may decide;
  • 12.6. To open banking accounts in the name of the Association and to resolve the manner of operation of such accounts;
  • 12.7. To depute and authorise officers of the Association to act on its behalf in the acquisition and alienation of property or in the investment of its funds and in the conduct of any legal or other proceedings brought by or against the Association;
  • 12.8. To appoint any person to represent the Association on any other body that the Executive Committee considers necessary or expedient;
  • 12.9. To make donations and grants to charities or other worthy causes and to make grants in aid and grant bursaries or scholarships to Members;
  • 12.10. To implement resolutions passed by the General Meeting of the Association;
  • 12.11. To approve the regulations by which properly constituted Branches may conduct their business.
13 - Financial Matters
  • 13.1. The Executive Committee shall keep proper books of account with respect to assets and liabilities of the Association, and sums of money received and spent.
  • 13.2. The funds shall be under the administration of the Treasurer.
  • 13.3. All payments shall be authorised by the signatures of 2 of 3 mandated signatories. The signatories shall be the Treasurer, the Chairperson and the Secretary. All expenses shall be substantiated.
  • 13.4. The finances of the Association shall be subject to annual independent audits. The Executive Committee shall present the Association's audited financial statements to the Annual General Meeting.
14 - Books of Account

Books of account of the affairs of the Association shall be kept by the Executive Committee and such books, with all other papers and documents connected with or relating to the business or the affairs of the Association, shall at all times be accessible to Executive Committee Members, and a statement of the financial affairs of the organisation shall be prepared annually.

15 - Banking Account

All monies paid to the Association shall, as soon as possible after receipt, be deposited with a Bank or other financial institution as the Executive Committee may decide and shall be withdrawn therefrom from time to time as may be required. All cheques or forms of withdrawal shall be signed or endorsed by the mandated signatories as per 13.3 above.

16 - Meetings

The Association shall hold Annual General Meetings once a year. The Annual General Meeting shall be the policy-making body of the Association and shall exercise the necessary powers for the promotion of the aims and objectives of the Association.

  • 16.1. The Annual General Meeting shall elect the National Executive Committee as and when such elections may become due.
  • 16.2. Special general meetings may be called by the Executive Committee.
  • 16.3. A General Meeting may pass resolutions, and shall decide on the date and venue of the next Annual General Meeting.
  • 16.4. Fifteen fully paid-up Members, either in person or by proxy, shall constitute a quorum at a General Meeting, provided that if a quorum is not present within 30 minutes after the notified starting time
    • i.The meeting lapses if initiated by Members under rule 18

      or otherwise
    • ii. The meeting is adjourned to a venue and place to be decided by the Executive Committee

      or
    • iii. If within 30 minutes of the time appointed by rule 16.4 for the resumption of such a meeting a quorum is not present, the Members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.
  • 16.5. Only paid-up Ordinary Members or their proxies shall be entitled to vote at a General Meeting. Decisions at a General Meeting shall be taken by a simple majority of fully paid-up Ordinary Members or their proxies present and voting.
17 - Procedure prior to General Meetings
  • 17.1. The Secretary shall give Members not less than five weeks' notice in writing of the time and place of each Annual General Meeting ("AGM"), together with documents setting out the business to be discussed or transacted including:
    • 17.1.1. provisional agenda for the meeting
    • 17.1.2. minutes of previous AGM
    • 17.1.3. financial statements in respect of previous financial year
    • 17.1.4. nomination forms for election of Members to the Exco
    • 17.1.4.1. such nomination form must include acceptance by nominee
    • 17.1.5. last dates for the receipt of nominations and motions
    • 17.1.6. motion papers if required
  • 17.2. The Exco, any Branch, or any two fully paid-up Ordinary Members may require the Secretary to place on the agenda for an AGM any motion or motions and each requisition shall be made to the Secretary at least three weeks before the time fixed for the AGM. The Secretary shall send to all Branches two weeks at least before the time fixed for such AGM the final agenda including all proposed motions together with a list of all valid nominations for Executive Committee Members, with such ballot papers as may be necessary.
  • 17.3. Names of nominations for Chairperson, Secretary and Treasurer and other Members of the Executive Committee and any resolution that has been proposed for adoption thereat shall be raised under "General" at the AGM.
  • 17.4. No resolutions or specific matter of which notice has not been given shall be put to the vote at the Annual General Meeting, provided that it shall be competent for the Chairperson in his/her discretion to allow any amendment of the wording of the resolution to be moved notwithstanding that notice has not been given of the intention to move such amendment.
  • 17.5. The Secretary shall take minutes of the proceedings of the Annual General Meetings that shall be available for inspection by Members as soon as possible after the Annual General Meeting.
  • 17.6. Submissions for resolutions must be received at least six weeks prior to the AGM.
  • 17.7. At any General Meeting an Ordinary Member entitled to vote and unable to be present, may be represented for voting purposes by another Ordinary Member provided a proxy signed by the absent Member is filed with the Secretary at least 24 hours before the meeting, before any vote is cast under its authority.
  • 17.8. Save as is otherwise provided by this Constitution, all resolutions put to an Annual General Meeting shall be passed and shall be held valid and effectual if carried by a majority of votes cast.
  • 17.9. Voting at the Annual General Meeting shall be by show of hands unless a poll is demanded by a majority of the Members present and entitled to vote. The Chairperson shall have a casting vote.
  • 17.10. Save as is otherwise provided by this Constitution, or by a direction given at any prior Annual General Meeting or General Meeting, the proceedings at the Annual General Meeting shall be conducted in such a manner as the Chairperson may determine.
  • 17.11. If in any year no AGM is summoned within eighteen months of the last such meeting, then an AGM may be called by any two Ordinary Members in good standing by advertisement in a newspaper with national circulation (such as the Business Day, the Star, the Sowetan, the Citizen, the Sunday Times etc), giving not less than thirty days' notice of the time and place of the meeting. The meeting so called shall be a valid AGM for all purposes including the election of Members of the Exco.
18 - Special General Meetings
  • 18.1. The Executive Committee may at any time convene a Special General Meeting of the Association and it shall do so upon receiving a request to that effect, signed by at least ten Ordinary Members.
  • 18.2. The Secretary shall give twenty-one days written notice of a Special General Meeting to Members, of the date, time and place of the proposed meeting and of the business to be transacted thereat.
  • 18.3. At all Special General Meetings the provisions of Clause 16.4 shall, mutatis mutandis, apply, provided however, that if a quorum is not present, the Special General Meeting shall be deemed to be dissolved. (pending 16.4)
19 - Notices
  • 19.1. All notices to be given to a Member in terms of this Constitution shall be given in writing to such Member in accordance with the address in the Register of Members, by the Secretary.
  • 19.2. Notices posted to the last known address of any Member entitled to receive the same, shall constitute effective notice of anything required to be done under this Constitution.
  • 19.3. The accidental omission to give notice of a meeting, or the non-receipt of a notice of a meeting, shall not invalidate such meeting or decisions taken thereat.
20 - Regulations and Rulings
  • 20.1. The Regulations and Rulings issued by the National Executive Committee shall be binding upon Members;
  • 20.2. In case of doubt as to the meaning of the Regulations and Rulings the interpretation of the Executive Committee shall be binding until such time as the Association may otherwise determine at a General Meeting.
21 - Financial Year of the Association

The financial year of the Association shall run from the 1st day of March in one year to the last day of February in the succeeding year.

22 - Dissolution

The Association may be dissolved by the vote of not less than 75% of the Members present and voting at a duly convened Extraordinary General Meeting and in such a case all assets of the Association will be distributed as proposed by the Members and approved by the Executive Committee.

23 - Income, Property and Monies
  • 23.1. The income, property and monies of the Association from whatsoever source derived, shall be applied solely towards the promotion of the objectives of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise by way of profit to any Member;
  • 23.2. Nothing contained in sub-clause 23.1 shall preclude the payment to Members of travel, subsistence or out of pocket expenses, allowances or other remuneration for services rendered by them to or on behalf of the Association.
24 - Amendment of the Constitution

Proposed amendments to the Constitution may be made by a Member and submitted in writing to the Chairperson and Secretary at least 60 days prior to the meeting at which it is to be tabled. The Constitution may be amended by the vote of not less than 75% of the Ordinary Members present and voting at a duly convened Extraordinary General Meeting. A Constitutional Meeting will be called within three months after adoption of this constitution. At that meeting changes may be made by a majority of those present and voting or their proxies.

25 - Indemnity
  • 25.1. Every Member of the Executive Committee and of any Committee acting on behalf of the Association shall be entitled to recompense for any reasonable cost or expense incurred on behalf of the Association in the execution of his/her office, except where such cost or expense is incurred by his/her own willful act in default of his/her duty.
  • 25.1. Every Member of the Executive Committee and of any Committee acting on behalf of the Association shall be entitled to recompense for any reasonable cost or expense incurred on behalf of the Association in the execution of his/her office, except where such cost or expense is incurred by his/her own willful act in default of his/her duty.
  • 25.1. Every Member of the Executive Committee and of any Committee acting on behalf of the Association shall be entitled to recompense for any reasonable cost or expense incurred on behalf of the Association in the execution of his/her office, except where such cost or expense is incurred by his/her own willful act in default of his/her duty.