ZOLA’S PAW PROJECT – DRAFT CONSTITUTION

NAME & LEGAL STATUS

Zola’s Paw Project (hereinafter referred to as “the organization”) is hereby constituted as a Voluntary Association, existing in its own right, separately from its members. It is a non-profit organisation (NPO) operating according to its founding document (this Constitution). The organization may:

• Own property and other assets.
• Sue and be sued in its own name.
• Continue existing even when its membership or office bearers change.

MISSION

At Zola’s Paw Project, our mission is to ensure every dog has consistent access to nutritious food, clean water, and basic healthcare—while fostering stronger bonds between pets and their communities through education, outreach, and collaborative partnerships.

PURPOSE & BENEFICIARIES

1. Purpose
   Zola’s Paw Project exists primarily to ensure that vulnerable and underserved canine populations have access to reliable nutrition, basic healthcare, and compassionate community support.
2. Beneficiaries
   • Underserved dogs and other animals in low-income or township areas.
   • Pet owners, foster families, and community members who receive education and support.
3. Community & Stakeholders
   • Local residents, volunteers, and partner organizations collaborating to improve animal welfare.
   • Donors, sponsors, and the broader public who share the organization’s vision of community empowerment.

OBJECTIVES

MEMBERSHIP

1) Open Membership

Membership is open to any individual supportive of the organization’s objectives, willing to abide by this Constitution, and approved by the Board. Membership is not restricted by race, gender, religion, or background.

2) Rights of Members

• Attend and vote at general meetings, including the AGM.
• Nominate and stand for election to the Board or other leadership roles.
• Propose initiatives or programmes aligned with the organization’s objectives.

3) Duties of Members

• Support the vision, mission, and core activities of the organization.
• Uphold decisions made at properly constituted meetings.
• Pay any membership fees if introduced by a resolution at the AGM.

4) Termination of Membership

• A member may resign in writing.
• The Board may, with good cause, revoke membership after due process.
• Members whose membership is terminated have the right to appeal at the subsequent general meeting.

GOVERNANCE STRUCTURE

1) Board of Governance

The Office Bearers (collectively forming the Board) shall govern the organization. The Board shall consist of 5 elected members (e.g., Chairperson, Secretary, Treasurer, and additional members as needed).

2) Term of Office

Office Bearers serve 2 years, not exceeding three years per term. Re-elections are permitted indefinitely, contingent on membership support.

3) Vacancies & Resignation

Vacancies arising during a term shall be filled by Board appointment until the next AGM. An Office Bearer may resign in writing; the Board will appoint a replacement if needed.

4) Removal of Office Bearers

If an Office Bearer fails to attend three consecutive meetings without leave, or commits serious misconduct, the Board may recommend removal. Removal must be ratified by a majority vote at a Special General Meeting (SGM) or the AGM.

POWERS OF THE ORGANISATION

1) Authority & Responsibilities

The Board oversees day-to-day operations, ensuring alignment with the objectives. The Board carries out members’ resolutions from General Meetings.

2) Delegation & Sub-Committees

The Board may form sub-committees for specific tasks (e.g., fundraising, feeding stations). At least one Board member must serve on each sub-committee, which regularly reports back. Any sub-committee spending requires prior Board approval.

3) Decision-Making

All decisions must support the long-term mission and public-benefit objectives. Decisions cannot contradict resolutions passed by the membership or South African law.

MEETINGS

Annual General Meetings (AGM)

1) Frequency & Purpose
The AGM is held yearly, near the end of the organization’s financial year. It reviews the year’s achievements, financial statements, and elects/re-elects leadership.

2) Agenda
Approval of the agenda, confirmation of previous minutes, Chairperson’s and Treasurer’s reports, proposed changes to the Constitution, election of Office Bearers, and general discussion.

Special General Meetings (SGM)

1) Purpose
SGMs address urgent matters that cannot wait for the next AGM (e.g., constitutional amendments, leadership changes, or financial crises).

2) Convening an SGM
Called by the Board or at least one-third of the members in writing. Must give 14 days’ notice, stating reasons.

Ordinary Meetings

1) Regular Business
Quarterly members’ meetings for routine updates. The Board meets at least once every quarter or as needed.

2) Notice
At least 7 days’ notice for Board meetings. Emergency Board meetings may be convened with shorter notice if agreed by a majority.

Meeting Procedures

1) Quorum
At least 50% + 1 for standard meetings; two-thirds (2/3) for amending the Constitution or dissolving the organization.

2) Decision Making
Strive for consensus. Otherwise, a majority vote decides. In a tie, the Chairperson has a second/deciding vote.

3) Records of Meetings
Minutes and attendance must be kept. The subsequent meeting approves them. Records are securely stored and accessible.

INCOME, PROPERTY & FINANCES

1) Not-for-Profit Character

No profits or assets may be distributed to members or Office Bearers, except as reasonable compensation for authorized services.

2) Banking & Fiscal Responsibility

The Board opens a bank account in the organization’s name. Two authorized signatures (including Chairperson or Treasurer) are required for withdrawals. The Treasurer oversees all financial matters and provides regular reports.

3) Financial Year-End & Audits

The financial year ends on December 31st each year. Within six months after year-end, an independent Accounting Officer or auditor must verify that financial statements align with accepted standards.

4) Investment of Funds

Any surplus may be invested only with registered financial institutions or licensed stock exchanges, in line with applicable laws.

AMENDMENTS TO THE CONSTITUTION

1) Long-Term Nature

This Constitution is foundational. Amendments should be rare and only for significant organizational changes.

2) Process

At least two-thirds of members present at a properly convened AGM or SGM must approve any amendment. Proposals must be circulated at least 14 days in advance. Approved amendments are binding and must be publicized.

DISSOLUTION / CLOSING DOWN

1) Procedure

The organization may be dissolved if two-thirds of members at a duly convened meeting vote in favor. Members must receive sufficient notice of the dissolution proposal, including reasons.

2) Disposition of Assets

After settling all debts, any remaining assets must be donated to another non-profit organization with similar objectives. The meeting deciding upon dissolution shall determine which qualifying organization(s) receive these assets.