Constitution

on .

 

http://amal.co.za/images/AMALCONSTITUTIONFINAL.pdf


CONSTITUTION OF
THE ASSOCIATION OF MUSLIM ACCOUNTANTS AND LAWYERS OF SOUTH AFRICA
(AMAL)

1. | Page


In the name of Allah, Most Gracious, Most Merciful
All Praise be to Allah,
The Cherisher and Sustainer of the Worlds

 

1. DEFINITIONS AND INTERPRETATIONS

1.1 In this Constitution the following words shall have the meanings assigned to them hereunder -
1.1.1 "qualified / qualifying fields" – the fields of law, accounting, commerce, the financial sector and business;
1.1.2 "Sunnah" – practice and teachings and authentic traditions of Prophet Muhammad (PBUH);
1.13 "Shariah" – the Islamic Law of Jurisprudence;
1.1.4 "AMAL”– Association of Muslim Accountants And Lawyers of South Africa;
1.1.5 "Exco" – the executive committee of AMAL referred to in clause 10;
1.1.6 "AGM" – Annual General Meeting;
1.1.7 "SGM" – Special General Meeting;
1.1.8 "full member" – a paid up member of AMAL as set out in clause 17.3 and who is not in arrears with his membership fee;
1.1.9 "honorary member" – a non - paid up member as set out in clause 17.4;

2 | P a g e

1.1.10 "member" – a full member and an honorary member of AMAL;
1.1.11 "assets" – in relation to Amal shall mean and (without limiting the generality) include its income, funds, movable and immovable property, debtors, intellectual property, corporeal and incorporeal property and any other asset of whatsoever nature.
1.2 Any word utilized in this Constitution shall be given its plain and ordinary meaning, save in instances where it may be specifically defined as having a special or extraordinary meaning;
1.3 Headings of clauses shall be deemed to have been included for purposes of convenience only and shall not affect the interpretation of this Constitution.
1.4 Unless inconsistent with the context words relating to any gender shall include the other genders, words relating to the singular shall include the plural and vice versa and words relating to natural persons shall include associations of persons having corporate status by statute or common law.

2. PREAMBLE AND BASIC FOUNDING PRINCIPLES

2.1 The core principle of Islam is that the sovereignty over the entire universe vests in the Almighty Allah alone.
2.2 Muslims are enjoined to emulate the beautiful pattern of conduct manifest in the example of the noble Prophet Muhammad (PBUH).
2.3 Muslims are further enjoined to govern their affairs by mutual consultation and cooperation.

3 | P a g e

2.4 This Association must aim to promote and foster the building of a society free from racial, gender, cultural, ethnic, religious and economic discrimination.
2.5 This Association must also aim to create and establish a society free from injustice in accordance with the prescripts of the Holy Quran and Sunnah.
2.6 The meaning of the Arabic word “amal” is to convert objectives into activity and effort, which this Association must seek to do in respect of its basic founding principles and its aims and objectives.
2.7 This Association shall be a non-profit making association.
2.8 The members of this Association proclaim their allegiance to this Constitution and declare that this Association shall be governed thereby.

3. NAME

The Association shall be called the ASSOCIATION OF MUSLIM ACCOUNTANTS AND LAWYERS OF SOUTH AFRICA (referred to hereinafter by the acronym AMAL).

4. LEGAL STATUS

AMAL shall be:

4.1 A juristic persona having perpetual succession notwithstanding changes in the composition of its members or office bearers; and

4 | P a g e

4.2 capable of suing and being sued in its own name; and
4.3 entitled to acquire and hold assets and have an identity separate and distinct from its members and office bearers, who shall not by virtue of their membership or office have any proprietary right or interest in any such asset nor shall they be liable for any of the debts of the Association; and
4.4 entitled to conclude contracts in its own name; and
4.5 do anything a legal person is entitled in law to do.

5. ENTRENCHED CLAUSE WHICH CANNOT BE CHANGED

5.1 AMAL shall be bound by the injunctions of the Holy Quran and Sunnah.
5.2 Clause 5.1 is not capable of being removed or altered in any manner whatsoever.

6. AIMS AND OBJECTIVES


6.1 The aims and objectives of AMAL are set out in this clause 6.
6.2 To bring together persons involved in the law, accounting and commerce, whether professionally or academically, and also those involved in business and the financial sector with a view to fostering the spirit of fellowship, research and co-operation.
6.3 To assist and encourage its members to develop, understand, appreciate and promote an Islamic ethos in the practice and administration of their respective professions or occupations.

5 | P a g e

6.4 To promote and facilitate research and education in the qualifying fields, but particularly in accounting and law, amongst its members and the broader public.
6.5 To liaise and interact with other professional and community organizations with a view to promoting and fostering mutual co-operation on matters of common interest.
6.6 To participate in relevant national and international conferences to facilitate the process of continuing education for its members for the benefit of the public.
6.7 To train and educate its members and the public in the field of Islamic jurisprudence, its values and principles, and the application thereof.
6.8 To seek and influence the faculties of accounting, law and commerce in the reflection and accommodation of Islamic values.
6.9 To lawfully contest all discriminatory practices in conflict with the Holy Quran and Sunnah.
6.10 To promote principles of Islamic Law and Islamic values by all available lawful processes, whether through the Courts, the media, by bringing influence to bear on the legislature or in such other manner as the association may in its discretion deem appropriate.
6.11. To interact and co-operate with all organizations having aims and objectives similar to those of AMAL.
6.12. To foster, protect and uphold the rights and interests of its members.
6 | P a g e
6.13. To mediate between its members and members of the public and to adjudicate and settle differences between them whenever called upon to do so.
6.14. To receive donations, gifts, legacies, subscriptions, monies, property and assets of any kind for the, furtherance of any of the purposes, aims and objectives of AMAL and to disburse the same in its discretion.
6.15 To do any or all such things as are incidental or conducive to the attainment of any of the aforesaid aims and objectives.
6.16 To offer advice, assistance and guidance, within its capacity and ability, to the general public, including those who cannot afford professional assistance, notwithstanding their race, colour, creed, gender or belief system. This shall apply to all matters in the area of South African Law and Islamic Law, within the qualifying fields.
6.17. To foster and promote civic mindedness, human rights, welfare and humanitarian efforts and activities, within South Africa and internationally, within its scope and capacity and as determined by Exco.

7. NON-PROFIT ORGANISATION

The assets of AMAL shall be used solely for the promotion of its stated aims and objectives. No portion of the assetsof AMAL shall be paid or distributed directly or indirectly to any person (otherwise than in the ordinary course of undertaking any public benefit activity), provided that nothing contained in this clause shall prevent the payment in good faith to any person or organisation (including a member or office bearer) of reasonable compensation for services actually rendered to AMAL or to defray any actual costs or expenses reasonably incurred on behalf of AMAL.

7 | P a g e


8. APPLICATION OF ASSETS


8.1 The assets of AMAL will be applied in the furtherance of its aims and objects as set out in clause 6 above. No portion of the assets of AMAL shall be paid or transferred directly or indirectly, whether by way of a stipend, bonus or otherwise, to any employee, office bearer or memberof AMAL, provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration or compensation approved by Exco to any employee, office bearer, or memberof AMAL in consideration for services actually rendered to, or disbursements actually incurred on behalf of, AMAL.
8.2 All taxes which may be lawfully levied by any governmental or other competent authority against AMAL, or any member or office bearer of AMAL in his capacity as such, shall be paid by AMAL out of its income or assets.
8.3 No donor or member of AMAL, nor any relative of a donor or member, shall be entitled to receive any undue benefit from the assets of AMAL or from any contract entered into by AMAL, except as authorised by Exco. It is recorded that sponsors will receive an advertising benefit, which is acceptable provided such benefit is reasonably commensurate with the sponsorship.

9. MANAGEMENT AND CONTROL


All the business and affairs of AMAL shall be managed by the Executive Committee (“Exco”), which shall have the power to carry out the aims and objectives of AMAL. Exco shall apply the assets of AMAL for the promotion of its aims and objectives in terms of this Constitution.

8 | Page

10. THE EXECUTIVE COMMITTEE (“Exco”)

10.1 Subject to clauses 10.4 and 11.2, Exco shall comprise between nine and twelve full members, who shall be elected by the full members at an AGM or SGM.
10.2 A member of Exco shall take office immediately upon his election and shall hold office for a period of two years, whereupon his tenure shall lapse. Outgoing members of Exco shall be eligible for re-election.
10.3 Exco shall, within 14 (fourteen) days of its election, convene a meeting for the purpose of electing, from amongst its members.the following 4 office bearers:
10.3.1 a chairperson; and
10.3.2 a vice – chairperson; and
10.3.3 a secretary; and
10.3.4 a treasurer.
10.4 Exco shall have the power of co-opting any number of additional full members to serve on Exco. The tenure on Exco of such co-opted person shall lapse atthe next AGM at which members are elected to Exco. Any co-opted member of Exco shall have the same rights, duties, powers and functions and obligations as a member of Exco duly elected at an AGM or SGM.

9 | P a g e

11. REPLACING OFFICE BEARERS AND EXCO MEMBERS

11.1 On the death, resignation or removal from office of any office bearer, and as often as a vacancy may occur, the remaining members of Exco shall without delay appoint another member of Exco in the place and stead of the erstwhile office bearer. Until such appointment, the remaining office bearers shall be entitled and empowered to fulfil the role of the departing office bearer.
11.2 On the death, resignation or removal of any member of Exco, and as often as a vacancy may occur, the remaining members of Exco may appoint another full member to Exco in the place and stead of the erstwhile member. Until such appointment, the remaining members of Exco shall be entitled and empowered to act alone, provided that there are not less than six (6) members on Exco at any time. Any appointed member of Exco shall have the same rights, duties, powers, functions and obligations as a member of Exco duly elected at an AGM or SGM.

12. NOTICE OF EXCO MEETINGS

12.1 Notice of all Exco meetings shall be delivered personally, or sent by electronic mail to each member of Exco or on an Exco Group Whatsapp or other method of communication approved of by Exco from time to time.
12.2. Any inadvertent omission in providing notice/s to any member/s of Exco shall, however, not invalidate the proceedings of the relevant meeting/s.
12.3 The office bearers shall decide on the dates and times for the convening of meetings of Exco.

10. | Page 10

13. PROCEEDINGS AT EXCO MEETINGS

13.1. All Exco meetings shall be chaired by the chairperson, failing whom such meeting shall be chaired by the vice-chairperson, failing whom such meeting shall be chaired by an Exco member chosen at that meeting.
13.2 Exco shall keep records of the proceedings and decisions taken at all Exco meetings.
13.3 The necessary quorum for the purpose of a meeting of Exco shall be 5 (five) persons, of which, a minimum of 2 (two) persons shall be office bearers.

14. DECISIONS AND VOTING AT ANNUAL GENERAL MEETING (AGM) OR
SPECIAL GENERAL MEETING (SGM) OR EXCO

14.1 Every full member of AMAL present at an AGM or SGM, who has been a full member for not less than 10 (ten) days prior to that meeting, shall have 1 (one) vote.
14.2. An AGM or SGM shall be chaired by the chairperson of Exco, failing whom by the vice-chairperson of Exco, failing whom shall be chaired by any other Exco member chosen at that meeting.
14.3 Elections at an AGM or an SGM shall be conducted by a person appointed as electoral officer by Exco.
14.4 All elections, appointments, decisions and voting, whether at an AGM, SGM or Exco shall, except where this Constitution provides for a larger majority, beby simple majority vote. In the event of a deadlock the Chairperson of the meeting shall have a casting vote.

11 | P a g e

14.5 Voting for elections at an AGM or SGM shall be by secret ballot.
14.6 Save as set out in to clause 34, no voting by proxy shall be permitted.
14.7 If elections to Exco are held at a meeting, then such elections shall, insofar as possible, occur last or constitute the final item on the meeting agenda. If any deliberations take place thereafter, then any one person from the new board of Exco, chosen at that meeting, shall serve as the chairperson of that meeting until it ends.
14.8 It is a principle of Islamic Law that, as far as possible, the decision making process should be conducted in the spirit of mutual consultation (or Shura) so as to arrive at general consensus. To the extent that such is as practical, possible and prudent (considering, inter alia, time constraints and the like) Exco shall endeavour to observe this spirit of Shura in all decision making. Notwithstanding anything to the contrary, no decision taken shall be invalid merely because the act of Shura had not been observed. Nothing in this clause 14.8 shall derogate from the fact that the majority vote as set out in clause 14.4 above shall be legal, valid and binding.

15. VACATION OF OFFICE BY MEMBER OF EXCO

15. A member of Exco shall vacate his office if:
15.1 he gives notice in writing of his resignation to the secretariat of AMAL ; or
15.2 he is found guilty by a court of law of any criminal offence and is sentenced in consequence to a term of imprisonment without the option of a fine; or
15.3 he becomes insane or otherwise of unsound mind; or

12 | P a g e

15.4 his estate is sequestrated; or
15.5 he is absent from more than three consecutive meetings of Exco in any one Calendar year without his attendance having been excused by Exco; or
15.6 he has a direct or indirect interest in any contract or proposed contract with AMAL and fails to declare such interest and the nature thereof to Exco; or
15.7 he is removed from office by a unanimous resolution of the members of Exco, but excluding the member in question, at a meeting convened for that purpose. All members of Exco shall be given at least 10 (ten) days prior notice of such meeting. The Exco member facing possible removal from office shall have the opportunity to plead his case personally and present written submissions at such meeting, but shall not be entitled to be represented. If, however, the Exco member facing possible removal from office fails to attend the meeting, the meeting may proceed in his absence, provided there is no valid reason for his absence. It is recorded that no wrongdoing is required for such removal. For Exco to function efficiently requires a measure of cooperation and harmony. If all Exco members barring the member facing removal are of the opinion that they can operate more efficiently without the input of a member, that is sufficient to meet the requirements of this clause.

16. DECLARATION OF MEMBER’S INTEREST

Any member of AMAL who is in any way, whether directly or indirectly, interested in a contract or proposed contract that has been, or is to be, entered into by AMAL, or who becomes interested in any such contract after it has been entered into, shall declare his interest together with full particulars thereof to Exco.

13. | Page 13

17. MEMBERSHIP

17.1 The following persons shall be eligible for fullmembership of AMAL:
17.1.1 Accountants and lawyers;
17.1.2 Trainee accountants and trainee lawyers;
17.1.3 Students of accountancy, law and commerce;
17.1.4 Any other person involved in a qualified field, including academics;
17.1.5 Any person, body or organization deemed in the sole discretion of Exco to be eligible for admission to membership. Such entity shall be entitled to one vote as a full member;
17.2. In order to become a full member, a prospective member eligible for full membership of AMAL in terms of clause 17.1 above, shall :
17.2.1 undertake in writing to subscribe to this constitution and the aims and objectives of AMAL; and
17.2.2 complete, sign and submit to AMAL the prescribed membership form; and
17.2.3 pay the annual membership fee as determined from time to time by Exco.
17.3. Notwithstanding the provisions of clause 17.2 above, Exco shall be entitled in its sole discretion to refuse any application for full membership of AMAL and its decision in that regard shall be final. Accordingly it is only by complying with clause 17.2 and such application being accepted by Exco,

14 | P a g e

that a person becomes a full member of AMAL. Furthermore, the full membership of an existing full member, who has not paid his annual membership fee by 31 March, shall lapse until such time as he has paid the membership fee.
17.4 Any person or organization rendering, or having rendered, some special service to AMAL, may in the sole discretion of Exco be admitted to honorary membership of AMAL, irrespective of whether or not such person or organisation is associated with the qualified field. An honorary member shall not be required to pay any membership fee, and shall not have a vote.
17.5. AMAL shall establish and maintain a record of members which shall reflect the names and salient contact details as determined by Exco of each member.

18. MEMBERSHIP FEES

The Exco of AMAL shall from time to time determine the annual membership fee payable by each full member. The determination made by Exco may differentiate between full members in the diverse categories of full membership referred to in clause 17.1 above.

19. RESIGNATION OF MEMBER

Any member desirous of resigning from AMAL shall do so on notice in writing to the secretariat. The resignation of any member shall in no way detract from the liability of such member for the payment of membership fees, or the discharge of any other indebtedness, accruing to AMAL prior to the date of his resignation.

15 | P a g e

20. EXPULSION OF MEMBER

20.1 If, in the opinion of the Exco, the conduct of any member seriously undermines any of the aims and objectives of AMAL, or is gravely injurious to its honour or reputation, Exco may resolve to expel such member by a vote of not less than 70% (seventy percent) of those of members of Exco present at a meeting convened for that purpose, provided that all members of Exco are given at least 14 (fourteen) days prior notice of such meeting, and provided further that the member intended to be expelled is given at least 14 (fourteen) days prior written notice of such meeting by method of hand delivery or email transmission or other electronic means.
20.2. The accused member shall have the opportunity to plead his case personally and shall be entitled, should he so choose, to be represented by a co-member. Exco shall have rules regarding the procedure of such meeting.If the accused member fails to attend the meeting, the meeting may proceed in his absence, provided that proof is tabled that the accused member received due notice of the meeting and was informed of his rights under this clause and provided there is no valid reason for his absence.

21. ANNUAL GENERAL, SPECIAL GENERAL AND EXTRAORDINARY MEETINGS

21.1 The AGM of AMAL shall be held by not later than 31 October each year on a date and at a time to be decided by Exco. Notice of the AGM shall be given to each member either by electronic mail, hand delivery or post at least 20 (twenty) days before the meeting.
21.2. The submission by the chairperson of a report on the activities of AMAL during the past year shall be the principal item on the agenda of every annual general meeting. The remaining items on the agenda of every AGM shall be the matters delineated in clause 21.8 below.

16 | P a g e

21.3 A SGM of AMAL may be convened by Exco itself, or by Exco on the written requisition of not less than 10 (ten) full members of AMAL. Such meeting shall be held not later than 20 (twenty) days after the date of receipt of the written requisition. The notice requirements in respect of an SGM shall be the same as that applicable to an AGM, save that the period of notice shall be reduced to 10 (ten) days. In the event of a SGM being required to be convened as a matter of urgency, Exco shall be entitled to proceed to do so on such abridged notice period as may be deemed sufficient and necessary in its sole discretion.
21.4. The necessary quorum for every AGM or SGM shall be 15 (fifteen) members. All decisions at an AGM or SGM or extraordinary meeting shall be as set out in clause 14.4.
21.5 An extraordinary meeting of AMAL may be convened by Exco on at least 24 hours’ notice to all members.The necessary quorum for the purpose of any extraordinary meeting shall be determined by Exco in its sole discretion.
21.6 The validity of any meeting shall not be open to challenge on the ground that one or more members did not receive notice of the meeting timeously, or at all, provided that the secretariat shall have acted reasonably and in good faith in seeking to ensure that proper notice of the meeting was given to all members.
21.7 If a quorum is not attained within 30 (thirty) minutes of the scheduled time of commencement of a meeting, the meeting will stand adjourned for a period determined by Exco and shall thereafter proceed on the adjourned date notwithstanding that no quorum shall have been attained. Notice of the adjourned date shall however be given to each member by electronic mail.

17 | P a g e

21.8 The following business shall be transacted at every AGM of AMAL:
21.8.1 adoption of the minutes of the previous AGM and canvassing of any matters arising there from; and
21.8.2 the tabling of correspondence; and
21.8.3 submission of:
i) the chairperson’s report;
ii) the secretarial report;
iii) the treasurer’s financial report and financial statements;
21.8.4 the adoption of the aforementioned reports and of the financial statements;
21.8.5 subject to clause 33, the amendment, if any, of the existing constitution, or the adoption of a new constitution, if applicable;
21.8.6 dealing with any other matter of general relevance to AMAL;
21.8.7 the election of members of the Exco (such to take place once every two years).

22. POWERS OF THE EXCO

22.1 Subject to the provisions of this Constitution, Exco shall in its discretion manage and administer the assets of and objects of the organisation as defined in this constitution. To that end, Exco shall in its discretion be entitled

18 | P a g e

to exercise all and any of the powers considered necessary for that purpose, which shall include, but not be limited to, the following:
22.1.1 To defray payment of all expenses relating to the activities of AMAL;
22.1.2 To appropriate and expend such portion of AMAL’s funds as it in its discretion deems necessary for the preservation, maintenance and upkeep of any of the assets of AMAL;
22.1.3 To take all steps and to sign and execute all necessary documents for the transfer or encumbrance, whether by servitude or otherwise, of any immovable property, to conclude leases and other contracts of any nature whatsoever, to execute any power/s of attorney relating to any of the foregoing and generally to execute all documents of whatsoever nature that may from time to time be necessary in relation to the acquisition or disposition of any property in pursuance of any of the aims and objects defined in this Constitution;
22.1.4 To canvass individuals, corporate entities and organisations for donations, bequests, endowments or any other form of financial assistance to promote or facilitate the realization of the aims and objects of AMAL;
22.1.5 To purchase, lease, hire or otherwise acquire movable or immovable property, to provide and equip buildings thereon suitable for the purpose of the organisation and to sell, transfer, lease, donate, or otherwise alienate movable or immovable property;
22.1.6 To raise or borrow money in furtherance of the objects of AMAL and against the furnishing of such security as may be reasonably be required by the credit-grantor;

19 | P a g e

22.1.7 To invest surplus funds in a registered bank or financial institution;
22.18 To deposit all securities and other assets at any time held or owned by AMAL with registered banks or other financial institutions;
22.1.9 To engage accountants, attorneys, agents, brokers, administrators, consultants, managers or other professional advisors with instructions to transact all or any activity or business of whatever nature required to be undertaken pursuant to this constitution and to pay all charges and expenses thereby incurred, provided that the charges levied are commensurate with the services actually rendered, and provided further that Exco shall not be responsible for the default of, or for any loss occasioned by the engagement of, any such service provider/s;
22.1.10 To employ persons to assist with the administration of AMAL or to further any of its aims and objectives.
22.2 It is recorded that the powers of Exco in terms of this clause shall specifically not extend to the issuing of any guarantee by AMAL, or the interposition of AMAL as surety and co- principal debtor, in respect of the obligations of any person, organization or institution.
22.3 As far as possible or practical, Exco shall try to ensure that all borrowings and investments are Shariah compliant.

23. BANK ACCOUNT AND AUTHORITIES

23.1 Exco shall open a bank account in the name of AMAL with a registered commercial bank. The documentation to open such bank account shall be signed by any 2 persons authorised in writing by Exco (one of whom shall,

20 | P a g e

except for reason of unavailability, be the Treasurer). All monies received by AMAL shall be deposited into such bank account as soon after receipt as may reasonably be possible.
23.2 All payments (whether by cheque or electronic means) from the banking account shall be approved by any 2 persons authorised in writing by Exco (one of whom shall, except for reason of unavailability, be the Treasurer).
23.3 Exco may from time to time determine for reasons of practical necessity and to adapt to modernisation in banking vary the method of operating, and authorities given to operate, the banking accounts.
23.4 If deemed prudent Exco may open more than one banking account in its name at a registered commercial bank. In such case the provisions of this clause 23 above shall apply in the same manner.

24. BOOKS OF ACCOUNT AND ANNUAL FINANCIAL STATEMENTS
The Exco shall:

24.1 Maintain and keep proper books of account for AMAL;
24.2 Cause Annual Financial Statements to be prepared in respect of each financial year ending on the last day of February which shall reflect:
24.2.1 Statement of comprehensive income and expenditure for the year,
24.2.2 Statement of financial position which would include all assets and liabilities,

21 | P a g e

24.2.3 Notes and comments on the financial affairs of AMAL as it may in its discretion deem appropriate;
24.3 Meet to approve AMAL's Annual Financial Statements and annual report prior to the AGM at which the Annual Financial Statements and annual report is presented.
24.4 Shall ensure that the Annual Financial Statements comply with the requirements of generally accepted accounting practice (GAAP).

25. FINANCIAL YEAR END

AMAL’s financial year-end shall be the last day of February.

26. ANNUAL NARRATIVE AND FINANCIAL REPORTS

Should AMAL be registered as a non-profit organization in terms of the Non - profit Organizations’ Act 71 of 1997 (NPO Act), as amended, the Exco shall attend to, alternatively procure, the preparation on behalf of AMAL of an Annual Narrative Report describing AMAL’s activities, a set of Annual Financial Statements for each financial year and generally ensure compliance on the part of the organization with the reporting requirements of the NPO Act (as amended) from time to time.

27. SUB-COMMITTEES

The Exco may from time to time appoint sub-committees, comprising one or more of its members or any other member/s of AMAL, that it may in its discretion consider necessary or desirable for the purpose of managing any of the activities of AMAL, and may to that end delegate any of its powers to any of such sub-committee. Any

22 | P a g e

sub-committee so constituted shall in the exercise of the powers delegated to it within the mandate granted to it from time to time by Exco. Any sub-committee so formed may be dissolved by Exco at any time in its sole discretion.

28. INDEMNITY

No Exco member, office bearer, member or employee of AMAL shall be liable in any way for any loss or damage that may be suffered by the association in consequence of any act or omission on the part of such individual in the bona fide execution of his duties, whether in terms of this Constitution or in the course of his employment with AMAL, unless any such act or omission is attributable to fraud, dishonesty or other wilful and malicious conduct on his part.

29. MEDIATION AND ARBITRATION

29.1 Should any dispute arise between the members of Amal in their capacities as such, regarding:-
29.1.1 the formation and / or existence of the Association;
29.1.2 the administration of the Association’s affairs;
29.1.3 the interpretation, implementation, execution and/or termination of this Constitution;
29.1.4 the functions and duties of the Association;
29.1.5 the member’s respective rights and obligations in terms of or arising out of this Constitution, or the breach or termination thereof;

23 | P a g e

29.1.6 the validity, enforceability, rectification, termination or cancellation, whether in whole or in part, of this Constitution;
or which relates in any way to any matter affecting the interests of the association and / or its members in terms of this Constitution, then such dispute shall be referred to Exco for the appointment of a mediator for the purpose of facilitating the resolution of such dispute by agreement between the disputants.
29.2 In the event of the dispute not being resolved by the mediator so appointed within a period of 14 (fourteen) days of the date of appointment of the said mediator, and no extension has been granted by the Exco, then the dispute shall be submitted to for arbitration and be determined by such arbitration in terms of the Rules of the Arbitration Foundation of Southern Africa ("AFSA") and the Arbitration Act, No. 42 of 1965.
29.3 The arbitrator shall be a Muslim individual or organisation appointed by Exco and shall, if the matter in dispute is principally –
29.3.1 a legal matter, be a practising advocate or attorney of at least fifteen (15) years' standing;
29.3.2 an accounting matter, be an independent, registered Chartered Accountant of at least fifteen (15) years' standing;
29.3.4 any other matter, be a theologian or Muslim theological body or organization;
29.4 Exco shall determine in writing, within seven (7) days after termination of the mediation, whether the dispute is principally a legal, accounting or other matter. Should Exco fail to do so, the matter shall be deemed to be a legal one.

24 | P a g e

29.5 The decision of the arbitrator shall be final and binding on the disputants and may be made an order of the court referred to in clause 29.6 at the instance of any of the members to the dispute.
29.6 The members hereby consent to the jurisdiction of the High Court of South Africa (KwaZulu-Natal Local Division) in respect of the proceedings referred to in this clause 29.5.
29.7 The members agree to keep the arbitration, including the subject-matter thereof, the evidence heard during the arbitration, confidential and not to disclose it to any person or body except for the purposes of a court order (as set out in clause 29.5).
29.8 The provisions of this clause –
29.8.1 constitute an irrevocable consent by the members to any proceedings in terms hereof and no member shall be entitled to withdraw therefrom or claim at any such proceedings that it is not bound by such provisions;
29.8.2 are severable from the rest of this agreement and shall remain in effect despite the termination of or invalidity for any reason of this Constitution.

30. PROHIBITION AGAINST IMPROPER UTILISATION OF AMAL’S ASSETS

All assets of AMAL shall be utilized solely in the furtherance of its aims and objects in terms of this Constitution. Exco is accordingly prohibited from disposing of any portion of its assets, whether directly or indirectly, in any manner whatsoever for the unduebenefit of any person.

25 | P a g e

31. REASONABLE REMUNERATION FOR SERVICES TO AMAL

Notwithstanding anything to the contrary, there is no prohibition of payment by Exco in good faith for the reasonable remuneration to any member, office bearer, employee or service provider of AMAL for services (whether professional or otherwise)actually rendered to the association.

32. PATRONS OF AMAL

The Exco may appoint as a patron of AMAL any respected and experienced Muslim, whether based in the Republic of South Africa or abroad, to serve as an advisor to the association. Any patron so appointed may be requested to guide, advise and assist the Exco.

33. AMENDMENT OF THE CONSTITUTION

33.1 The Constitution may be amended by a resolution passed by not less than 75% (seventy five percent) of those members present at an AGM or SGM at which notice of the proposed amendment has been given in the notice of the meeting.
33.2 The quorum shall be the same as for any other AGM or SGM, namely 15 (fifteen) members. No proxy votes shall be permitted.
33.3 This clause shall not apply to the entrenched clause referred to in clause 5.1 above, which shall not be subject to amendment.

26 | P a g e

34. DISSOLUTION OF AMAL

34.1 AMAL may be dissolved only as set out below.
34.2 Members shall be given 30 (thirty) days written notice of a SGM called for the purpose of considering the proposed dissolution of AMAL, which proposal will be tabled for consideration for approval or rejection.The notice to members shall include sufficient details and reasons for the proposed dissolution.
34.3 At such SGM proxy votes shall be permitted. The quorum for such SGM shall be 15 (fifteen) members. The decision to dissolve shall require the approval of 75% (seventy five per cent) of its members voting, whether in person or by proxy at such SGM. The actual dissolution shall take effect when the requirements of clause 34.5 below have been satisfied.
34.4 Upon the resolution approving the dissolution of AMAL being passed, Exco shall satisfy the debts of AMAL and then take steps to dissolve AMAL, which may include the disposal of property. Having completed the winding up process Exco shall transfer the whole of the remaining assets of AMAL to one or more reputable Islamic organizations, within the Republic of South Africa, provided that any such organization is duly approved as a public benefit organization in terms of section 30 of the Income Tax Act, 1962.
.
34.5 Exco shall then send out a notice to those who were members of AMAL as at the date of the said SGM giving a summary of the steps taken, which public benefit organisation the funds were donated to and the amount thereof. At this point in time this Association shall have formerly dissolved.

27 | P a g e

35. MISCELLANEOUS

Notwithstanding any of the provisions of this Constitution no potential or prospective beneficiary under this Constitution shall have any claim against AMAL or Exco members in the event of the latter’s failure to exercise its discretion in favour of benefiting such potential or prospective beneficiary.

36. ADOPTION OF THE CONSTITUTION AND ITS AMENDMENTS

The Constitution came into effect on the date of its adoption by its members at an annual/special general meeting. It has since its adoption been amended on various occasions.
All amendments to the Constitution shall come into effect on the date of its adoption by its members at an AGM or SGM.
This Constitution, duly amended and replaced as set out above, was approved and adopted by the members of the ASSOCIATION OF MUSLIM ACCOUNTANTS AND LAWYERS OF SOUTH AFRICA (AMAL) at the Annual General Meeting held at DURBAN on the day of  15th OCTOBER 2018.

_________________________             _________________________

CHAIRPERSON                                    SECRETARY


Click here to view the AMAL NPO Certificate