WHEREAS the Bar Associations and Law Societies of the member states of the Southern African Development Community recognise the need for greater interaction amongst the Bar Associations, Law Societies and their respective members within the Region for purposes of upholding and maintaining respect for the Rule of Law and fundamental liberties;
AND WHEREAS the said Bar Associations and Law Societies share the same vision, beliefs and aspirations with regards to upholding the Rule of Law, promoting respect for human rights, especially the rights of women, people with disabilities and children; the development of their respective legal systems to ensure the proper administration of justice and generally to work towards the harmonization of their respective legal systems, lawyer mobility within the region and to advance the interests of their members;
NOW THEREFORE the signatories to this Constitution by unanimous resolution resolve to form an Association to be known as the SOUTHERN AFRICAN DEVELOPMENT COMMUNITY LAWYERS’ ASSOCIATION in accordance with the terms of this Constitution.
The Association shall be known as the SOUTHERN AFRICAN DEVELOPMENT COMMUNITY LAWYERS’ ASSOCIATION (SADC LAWYERS’ ASSOCIATION).
The Association is established as an independent voluntary Association with perpetual succession, capable of owning property and of suing and being sued in its own name.
In this Constitution, unless the context otherwise requires:
- 3.1 The “ASSOCIATION”, means the Southern African Development Community Lawyers’ Association.
- 3.2 The “COUNCIL” means the Council of the Association as established in accordance with Article 11 of this Constitution
- 3.3 “MEMBER” means an organisation or individual admitted as a member of the Association in accordance with Section 5. 3.3.1 “INSTITUTIONAL MEMBER” means Full Institutional Member or a Sustaining Institutional Member 3.3.2 “FULL INSTITUTIONAL MEMBER” means a national organisation of a member state admitted to the Association in accordance with Section 5 of the Constitution. 3.3.3 “SUSTAINING INSTITUTIONAL MEMBER” means any other organisation of lawyers recognised by the National Law Society or Bar Association as a bona fide lawyers’ organisation with objectives similar to those of the Association and admitted to the Association in accordance with Section 5 of the Constitution. 3.3.4 “INDIVIDUAL MEMBER” means an individual lawyer in the Region who is admitted to the Association in terms of Section 5 of the Constitution. 3.3.5 “A STUDENT MEMBER” means a student of law who is admitted to the Association in terms of Section 5 of the Constitution
- 3.4 “NATIONAL ORGANISATION” means a national Law Society or Bar Association with an artificial common law or statutory existence established in a SADC member country and recognised as the organisation regulating and representing the interests of members of the legal profession in that country
- 3.5 The “REGION”, means the areas covered by the countries comprising member states of the Southern African Development Community.
- 3.6 “SECRETARIAT” means the Secretariat of the Association as established under Article 21
- 3.7 The “SOUTHERN AFRICAN DEVELOPMENT COMMUNITY (SADC)” Shall have the same meaning as contained in the Treaty establishing the Community.
4. OBJECTS OF THE ASSOCIATION
The objects of the Association shall be to:
4.1 Maintain and promote the Rule of Law throughout the SADC Region and to promote human rights, including the rights of people with disabilities, women and children;
4.2 Promote and ensure that access to justice for people in the region is enhanced through more affordable legal services.
4.3 Work with, support and complement the work of the International Bar Association, The Commonwealth Lawyers’ Association, the East African Law Society, the West African Bar Association, the Pan African Lawyers Union and other international organisations with similar objectives.
4.4 Ensure that the people of the region are served by an independent and efficient legal profession;
4.5 Ensure that a common bond of co-operation within the Region is preserved and fostered by strengthening of professional links between members of the legal profession and to enhance their interests;
4.6 Promote the honour and integrity of the profession and uniformity in standards of professional ethics;
4.7 Encourage the improvement of standards of legal education and the promotion of exchange of legal expertise and institute exchange programmes for lawyers and students;
4.8 Encourage the harmonization of the legal system of the Region and lawyer mobility within the region;
4.9 Facilitate and increase the flow of professional information between Law Societies and Bar Associations of the Region on developments relevant to the organisation and servicing of the practicing legal profession.
4.10 Hold regular Regional Law Conferences, open to all branches of the legal profession throughout the Region, and promote as wide an attendance thereat as is practicable;
4.11 Respond as appropriate to ad hoc requests for information and assistance received from Law Societies, individual lawyers and Bar Associations within the Region;
4.12 Provide support for members, Law Societies, Bar Associations, individual lawyers and other appropriate organisations and legal professional associations concerned with matters of common interest;
4.13 Generally to do all that is necessary to further the interests of the legal profession throughout the Region with a view to improving the legal services available to and provided for the public;
4.14 To facilitate conflict resolution amongst countries, organisations and individuals within the Region by way of arbitration and alternative dispute resolution.
Eligibility for membership of the Association
5.1 Any national organisation, organisation of lawyers recognised by the national organisation, individual lawyers who are members of national organisations or any student of law who is a citizen or permanent resident of any of the SADC countries and is admitted as a student at any of the recognised universities in the region shall be eligible to be admitted as a member of the Association. Application for Membership of the Association
5.2 An organisation wishing to be admitted as an Institutional Member of the Association shall make a written application to the Executive Secretary accompanied by; The organisation’s Constitution and Certificates of incorporation if any; Details of the organisation including a brief background of the organisation, the organisational structure, the objectives of the organisation and the extent of its membership; Details of the principal officers in the organisation; and Any registration fees and/ or subscription fees as the Association may prescribe.
5.3 An organisation wishing to be admitted as a Sustaining Institutional member shall, in addition to the provisions of 6.2 furnish the Association with a Letter of Recognition as a bona fide organisation of legal practitioners from the national Law Society or Bar Association.
5.4 An individual lawyer wishing to be admitted as an Individual member of the Association shall make a written application accompanied by; Evidence of full membership in the national organisation where applicable; and Any registration fees and/or subscription fees as the Association may prescribe
5.5 A law student wishing to be admitted as a member of the Association shall make a written application accompanied by; Evidence of enrolment at a recognised University; and Any registration fees and/or subscription fees as the Association may prescribe
5.6 All applications for membership shall be made to the Executive Secretary who shall admit all applicants meeting the admission criteria subject to approval by the Council.
5.7 Upon receipt of an application, the Executive Secretary may furnish the details of the application to the relevant national organisation or University as the case may be, for verification.
5.8 The Executive Secretary shall refer all rejected applications to Council for final determination.
5.9 The Association at a General Meeting shall from time to time determine the subscriptions payable by its Members.
5.10 The Association at a General Meeting may establish additional or alternative categories of membership.
6. TERMINATION OF MEMBERSHIP
Membership in the Association may be terminated in any of the following ways; 6.1 A member who ceases to be qualified under Section 5 ceases to be a member of the Association. 6.2 Any member may resign by giving of one month’s written notice to the council; 6.3 A member may be expelled upon such grounds and in such manner as the Association may from time to time prescribe. 6.4 In the Case of Institutional Members, in the event of such member being dissolved, wound up, disbanded and / or liquidated. 6.5 In the case of Individual Members, upon the death of such Member.
7. ANNUAL GENERAL MEETINGS
7.1 The Annual General Meeting shall meet for transaction of business once every year. Powers of the general assembly
7.2 The General Body or Membership of the Association acting at a duly constituted meeting shall be the Ultimate authority on all matters of and concerning the Association and may for purposes of the attainment of its objects, among other things have the following powers and functions; Approve and make amendments to the Constitution; Appoint members of the Council, the Executive Committee and ratify the appointment of Committee members; Approve projects to be carried out by and on behalf of the Association; Ratify any decisions taken by any organ and/or official of the Association; and Pass by laws pertaining to the conduct of the affairs of the Association
7.3 The inaugural meeting of the Association shall be held after the adoption of this Constitution and shall deal with those matters referred to in clauses 8.3.4 and 8.3.5.
7.4 At least one month prior to the date fixed for an Annual General Meeting or a Special General Meeting, written notice of the meeting accompanied by a set of the minutes of the previous meeting shall be sent to each member of the Association stating the time, the date and the place of the meeting and the business to be transacted at the meeting which shall include: 7.4.1 Confirmation of the minutes of the previous meeting; 7.4.2 The consideration of the President’s report for the preceding year and matters arising there from; 7.4.3 The consideration and adoption, with or without modification, of the financial statement of the Association for the preceding year and the remuneration of the auditor; 7.4.4 The appointment of an auditor; 7.4.5 The confirmation of nomination of Council members and election of Executive Committee Members; 7.4.6 The consideration and transaction of any special business of which due notice has been given by any member in terms of clause 8.6 of this Constitution; 7.4.7 The consideration and transaction of any special business which the Council wishes to submit to the meeting; 7.6.8 The consideration of any other matter which the President may allow to be raised for discussion provided that no such matter shall be voted upon at the meeting;
7.5 Each notice shall contain or be accompanied by an agenda, the financial statement and a list of Council Members indicating the number of meetings attended by each Council Member during the year.
7.6 The President’s reports shall be circulated to members of the Association not less that one month before the Annual General Meeting.
7.7 The order of business at an Annual General Meeting shall, unless varied by the Chairperson with the approval of the meeting, be in the order set out in the agenda.
7.8 Notice in writing of any special business which a member wishes to have considered at the Annual General Meeting shall be given to the Executive Secretary at least one month before the date of the Meeting. Such notice of motion shall contain the terms of the resolution to be proposed.
8. SPECIAL GENERAL MEETINGS
8.1 The Council may at any time and with good cause, within thirty (30) days of receiving a written request thereof, signed by not less one third (1/3) of full institutional members, convene a Special General Meeting of which written notice of not less than twenty one (21) days shall be posted to all members of Association; where the Council is satisfied that considerations of urgency exist, it may give shorter notice.
8.2 The notice shall state the time, place, date and purpose of the meeting and no business shall be transacted which is not related to such purpose.
9. PROVISIONS COMMON TO GENERAL MEETINGS
9.1 The quorum at an Annual General Meeting shall be fifty percent (50%) of full institutional members of the Association who are the only category of members eligible to vote. All other members of the Association are entitled to attend, move motions and speak at the AGM.
9.2 If within two hours after the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members shall be dissolved; in any other case it shall stand adjourned to a day not earlier than thirty (30) days and not later than ninety (90) days after the date of the meeting and if at such adjourned meeting a quorum is not present within half- an-hour after the time appointed for the meeting, the members present in person or by proxy shall be a quorum.
9.3 Where a meeting has been adjourned as aforesaid the President shall fix a time, date and place for the reconstituted meeting and the Executive Secretary shall, not less than twenty one (21) days before the date to which the meeting has been adjourned, send a written notice to each member stating the time, date and place of the meeting.
9.4 The following Rules of debate shall be observed at all General Meetings: 9.4.1 Except with the consent of the President, no member shall be permitted to speak more than once on the same question, save that the mover of any motion shall be entitled to speak in reply. 9.4.2 The mover of a motion shall not speak for more than ten (10) minutes, provided that the President may extend such periods by such time as he may decide. 9.4.3 Whenever an amendment to a motion has been moved and seconded, no further amendment shall be moved or seconded until the first amendment has been disposed of. If any amendment is carried, the motion as amended shall take the place of the original motion and shall become the question on which any further amendment may be moved. 9.4.4 The President may call the attention of the meeting to any unbecoming language or breach of order or discipline on the part of a member and may direct such member to discontinue his speech or to leave the meeting. 9.4.5 If a member who has given a proper notice of a motion is not present and has not withdrawn the motion, any member present may, with the consent of the President, propose the motion as if the notice had been given by him/her. 9.4.6 No member whose subscription is in arrears for than two (2) months shall be entitled to vote or be present at an Annual General Meeting. 9.4.7 All matters shall be decided by a majority of full institutional members 9.4.8 Each full institutional member shall be entitled to one vote, which shall be cast by the person designated by the institutional member. 9.4.9 The vote shall be taken in the manner directed by the President. 9.4.10 If the votes are equal the President shall be entitled to a second or casting vote. 9.4.11 A proxy holder shall be a member. 9.4.12 A proxy shall remain in force only for the particular meeting for which it is given and for any adjournment thereof; 9.4.13 A proxy shall be in the form set out in the first schedule, or in such other form as may be approved by the Council; 9.4.14 No proxy form shall be acted upon unless it is signed by the person granting such proxy and delivered to the Secretary at least twenty four (24)hours before the time fixed for the meeting at which it is intended be used. 9.4.15 The President, failing whom the Vice- President, failing whom a member of the Council appointed by the Council, failing whom a member appointed by the meeting, shall be the Chairperson of any Annual General Meeting.
10. THE COUNCIL
10.1 There is hereby established a Council of the Association, which shall be the governing body of the Association. Composition of the Council
10.2 The Council of the Association shall comprise the following; 10.2.1 Two appointed representatives from each full institutional member of which one representative from each member shall be female; 10.2.2 Two representatives of sustaining institutional members; of which one representative shall be female 10.2.3 Two representatives of the individual members of the Association; of which one representative shall be female 10.2.4 Two representatives of the student members of the Association; of which one representative shall be female 10.2.5 All sitting presidents/chairpersons of full institutional members, who are not otherwise nominated as representatives of full institutional members and who shall hold office in their official capacity
11. Tenure of Office of Council members
11.1 Members of the Council shall be appointed for a period not exceeding two (2) years, subject to renewal.
11.2 A council member may resign upon giving one month’s notice in writing to the Executive Secretary.
11.3 A seat of a Council member shall become vacant; If the institution he or she is representing ceases to be an institutional member; If in the case of an individual, he or she ceases to be a member of the Association Upon the death of the Council member
11.4 Sitting presidents/chairpersons of law societies and bar associations shall hold the office of SADCLA Councillor during the tenancy of their presidency/chairpersonship and relinquish the position in favour of the incoming law society/bar association president/chairperson.
11.5 Should a seat on the Council become vacant, the membership category to which the vacating party belongs may elect a successor from the same country as the former Council member who will serve for the remainder of the term.
11.6 The provisions of clause 11.5 shall, with the necessary modifications, apply to any Vacancy existing in the Executive Committee
12. Powers of the Council
12.1 Subject to the functions and powers provided under Article 8 the Council shall have the general control of the affairs of the Association and shall have supervisory authority over the Secretariat. To this end, the powers of the Council shall be to; 12.1.1 Acquire or hire movable or immovable property on behalf of the Association; 12.1.2 Develop, hypothecate, let, sell or otherwise dispose of movable or immovable property of the association; 12.1.3 Make charitable donations and grants-in-aid in support of projects which benefit the legal profession and humanity at large; 12.1.4 Accept, draw, endorse, issue, make, pay or perform any other act in respect of negotiable instruments; 12.1.5 Invest the funds of the Association which are not immediately required upon such terms as may from time to time be determined by the Council; 12.1.6 Raise or borrow money, in such manner as the Council may think fit, which is required by the Association in connection with its functions; 12.1.7 Employ and determine the remuneration and other conditions of service of the staff of the Association; 12.1.8 Conclude an agreement with any person for the performance of any particular work or rendering of particular services; 12.1.9 Enter into contracts in connection with the carrying out of its duties, the performance of its functions or exercise of its powers 12.1.10 Appear in support of or in opposition to, or abide by the decision of any Court, in any proceedings brought in terms of the provisions of this Constitution and, if permitted by any other law, such other law; 12.1.11 Appoint representatives of the Association to serve on boards, committees, institutions or any other body where or when required to do so by or under any law or at the request of anyone; 12.1.12 Lay down policy to be observed by all members, organs and / or officials of the Association; 12.1.13 Do anything that is necessary for or conducive to the attainment of the objects of the Association. Functions of the Council 12.1.14 The management of the business of the Association shall be vested in the Council. The Council, in addition to the powers and authority by this Constitution expressly conferred upon it, shall have the sole and entire management of the business of the Association, and of the income and property thereof for the uses, purposes and benefit of the Association. It shall be lawful for the Council to do all acts as appear to them (or to the majority of them present at the meeting duly convened) necessary and appropriate to be done, in order to give full effect to the objectives of the Association. Such acts of the Council shall be valid notwithstanding any defect that may later be discovered in their election or appointment or qualification, but any acts which occur subsequent to the date of discovery of such defects shall not be valid. The Council shall, subject to the provisions of this Constitution; 12.1.15 Convene General Meetings; 12.1.16 Present reports to the General Meeting of the business transacted by the Association in the preceding year; 12.1.17 Circulate such other reports to members relating to the affairs of the Association as it thinks fit or as may be called for by the General Meeting; 12.1.18 Recommend any future course of action for the Association for consideration by the General Meeting; 12.1.19 Receive and manage funds on behalf of the Association; 12.1.20 Present financial reports, including audited annual accounts for the years under review and the provisional budget for the following years, for consideration by the General Meeting; 12.1.21 Implement the resolutions approved by the General Meeting, with such authority to modify the approved budget in the light of unforeseen circumstances as the General Meeting may from time to time determine; 12.1.22 Appoint the Executive Secretary and fix reasonable remuneration and other terms and conditions of employment of the Executive Secretary and any other staff of the Secretariat; 12.1.23 Do all acts as may be necessary and appropriate in order to give effect to the objectives of the Association; Committees
12.2 The Council may, for purposes of performing its functions, appoint one or more committees. 12.3 The Council may at any time alter the composition of such committee and fill any vacancy which may occur. 12.4 The Council may include as member of a committee any member of the Association. 12.5 The members of a committee shall elect from among their number the chairperson of the committee, in the event of the Council not doing so. 12.6 The Council may delegate and assign to a committee appointed in terms of subsection 12.2 such of its powers and functions as it may deem fit, but shall not be divested of any power so delegated, and may amend or revoke a decision of such a committee. 12.7 A committee may determine the procedure to be followed at its meeting. 12.8 A person serving as a member of a committee shall hold office for such period as the Council may determine. Decisions of the Council 12.9 The decisions of the Council on any question shall be by a simple majority of Council members present and voting. Members may cast their votes in person or by proxy. 12.10 The Council may transact any business by circulation of papers and a decision approved in writing by a majority of its members shall have the same effect as if it had been made at a meeting of the Council.
13. EXECUTIVE COMMITTEE
13.1 Composition There shall be established an Executive Committee of the Association which shall comprise of the following: 13.1.1 The President 13.1.2 The Vice-President 13.1.3 The Treasurer 13.1.4 Two members, one of whom shall serve as Honorary Secretary whenever the Executive Secretary is not available for any reason. 13.1.5 The Executive Committee shall hold such meetings and at such places as it may deem fit. Election of Executive Committee 13.2 The Executive Committee shall be elected by the Council from amongst its members; provided that an ex officio councillor and councillors representing the student membership category shall not be elected into or vote in the elections of the Executive Committee.
13.3 The election shall be by secret ballot. 13.4 The following procedure shall be followed in the nomination of councillors and election of Executive Committee members: 13.4.1 All membership categories shall submit the names of their nominees for council to the Executive Secretary at least 60 days before an elective AGM, who shall immediately circulate the list of council nominees to all members and call for nominations of candidates for the Executive Committee from amongst eligible councillors 13.4.2 The different membership categories shall determine their own procedure for selecting representatives in the SADCLA Council 13.4.3 All nominations for positions in the Executive Committee stating the name and country of the nominee and the position to which they are nominated shall be submitted to the Executive Secretary at least 30 days before an elective AGM, who shall immediately circulate the list of nominees to all members 13.4.4 All council nominations shall be confirmed at the elective AGM, following which councillors may elect Executive Committee members from amongst eligible nominees 13.4.5 Members of the Executive Committee shall hold the office for a period of two (2) years, and shall be eligible for re-election for one successive term of office in the same position on the Executive Committee. For the avoidance of doubt, a member who has served for two terms on the Executive Committee shall remain eligible for election to another position on the Executive Committee.
51% of members of the Executive Committee shall constitute a quorum. All decisions of the Executive Committee shall be taken by a simple majority of the members present and voting. No proxy votes shall be allowed.
14.1 Duties The Executive Committee shall be responsible for the execution of the policies and decisions and to facilitate the achievement of the objectives of the Association, and to that end shall: 14.1.1 Employ such officers or agents as may be deemed necessary or desirable for the efficient discharge of its functions; 14.1.2 Acquire by way of purchase, donation, aid or grant or lease any property, movable or immovable and to dispose of the same by way of sale, lease, donation or otherwise, provided that any transactions involving the acquisition or disposal of immovable property shall be subject to the approval of the Council; 14.1.3 To invest such funds of the Association as may from time to time be surplus to current requirements excluding speculative investments; 14.1.4 To enter into any agreement on behalf of the Association 14.1.5 To call for and examine audited accounts of the Association; 14.1.6 To regulate its procedure; 14.1.7 The Executive Committee may, from time to time or as often as it deems it necessary to do so, delegate its powers to special committees to deal with special matters arising during the course of the management of the association as it shall deem expedient; 14.1.8 The Executive Committee shall be responsible for the execution of the policies and resolutions of general meetings.
15. POWERS AND THE DUTIES OF THE PRESIDENT
15.1 The President shall, subject to this Constitution preside over all meetings of the Association, Executive Committee and Council. Provided however, that if the President or Vice-President is not present at any meeting, the members present shall choose one of their numbers to preside at that meeting.
15.2 The President shall ensure that the decisions of the association are carried out.
16. POWERS AND DUTIES OF THE VICE PRESIDENT
16.1 The Vice President shall assist the President in his duties or carry out such duties as may be delegated to him by the President and/ or the Council and shall in the absence of the President act as President.
17. DUTIES OF THE TREASURER
The Treasurer shall,
17.1 Counter-sign cheques and / or other documents relating to the finances of the Association,
17.2 Cause proper books of accounts to be kept.
17.3 Cause all revenues, received by the Association to be properly banked.
17.4 The Treasurer may delegate the duties under clause 17 to any Council member domiciled in the country of the Secretariat.
18. SETTLEMENT OF DISPUTES AND DISCIPLINE
18.1 All Members of the Association shall not take any dispute between themselves or among themselves before any court of law as long as the dispute relates to any matter affecting the Association.
18.2 Parties to a dispute may by agreement refer the dispute to arbitration or mediation.
18.3 The Council shall establish or appoint a disciplinary Committee to deal with or arbitrate any disciplinary matter envisaged by clause herein.
18.4 Appeals against any decision of the Disciplinary committee shall lie to the Council
18.5 The Association and all Members hereby undertake to accept the decision of the Disciplinary Committee and Council as final and binding and not to be subject to review or further appeal.
18.6 Any Member of the Association who is found guilty of contravening any provision of this Constitution and / or any rules and regulations made under it shall be expelled, suspended, fined, reprimanded or awarded a lesser penalty and /or any combination of the above penalties.
18.7 The Council shall determine the composition of the disciplinary committee to be established in terms of this Section and may empower the committee to regulate its own procedure where the Council has not itself presented any standard or special procedures in the arbitration of disputes.
19. MOTION OF NO CONFIDENCE
19.1 Any Member or Members of the Council may be removed from office by two thirds (2/3) majority of the members of the Association at a special meeting called for such purpose upon request by at least 51% of the full institutional members.
19.2 A motion of no confidence against the Council or any Member thereof shall not be considered unless thirty (30) days’ notice would have first been served upon all the Members entitled to attend and vote at the special meeting together with a copy of the proposed motion intended to be discussed and voted upon.
19.3 The Members may, on good cause being shown adopt or reject the motion
19.4 In the event that the motion is accepted, the membership shall immediately elect an interim council pending regular elections as provided for in this constitution.
20.1 The Council may establish a Secretariat to be headed by an Executive Secretary and such staff as it may determine;
20.2 The Secretariat shall have duties as may be assigned to it by the General Meeting and the Council acting through the Executive Committee and shall attend to the day-to-day administration of the affairs of the Association. 20.3 In addition to such duties as he/she may have under this Constitution, the duties of the Executive Secretary shall be:
20.4 To administer the day –to-day business affairs of the Association;
20.5 To keep the accounts of the Association and operate within the authorized budget.
20.6 To prepare and issue the publication of the Association;
20.7 To maintain contacts with Members of the Association;
20.8 To prepare and circulate documents for General Meetings and for meetings of the Council;
20.9 To carry out such other duties as may from time to time to be required by the General Meeting or the Council and the Executive Committee.
21. THE HEADQUARTERS
The Headquarters of the Association shall be in such place as the General Meeting may from time to time determine.
22.1 The finances of the Association shall comprise of: Such annual subscriptions by Members as may from time to time be prescribed by the General Meeting; Voluntary contributions from Members in addition to their subscriptions; and Grants, special contributions and other forms of income from such private foundations, international agencies and other bodies, as the Council shall approve
22.2 The funds of the Association shall be applied exclusively to the purposes of the Association.
22.3 The Treasurer shall prepare and cause to be circulated an audited financial report for consideration at every General Meeting and at such other times as the General Meeting may direct.
22.4 The financial year of the Association shall, until otherwise determined by the General Meeting, end on the 28th day of February.
The General Meeting may make by-laws within the framework of this Constitution for the furtherance of the objectives of the Association. Without prejudice to the generality of the foregoing, such by-laws may provide for; Appropriate representation from the countries which comprise the Association and rotation of the Presidency and Meetings of Council to ensure in so far as is practicable that the membership of the Council reflects the nature of the diversity of the Region; Financial matters, including the keeping of accounts and their audit; The appointment of an interim President in the event of the retirement or incapacity or death of the elected President; The keeping, circulation and approval of Minutes of all meetings; Procedures for the conduct of the General Meeting and meetings of the Council and the giving of notices in connection with such meetings; and The participation in the affairs of the Association at General Meetings or otherwise of observers and other interested parties.
24. AMENDMENT OF THE CONSTITUTION
24.1 This Constitution shall not be amended except at a General Meeting of the Association, and such amendment shall not be valid unless not less than two-thirds (2/3) of the votes of those full institutional members present at the General Meeting and entitled to vote, are cast in favour of the amendment proposal. 24.2 An amendment to this Constitution may be proposed by the Council, Executive Committee or any Member and must be notified to the Executive Secretary not less than 30 days before the date of the General Meeting at which it is to be considered. The Executive Secretary shall circulate the notice to all Members forthwith.
25.1 The Association may only be dissolved by a resolution passed by the General Meeting by the affirmative vote of not less than two-thirds (2/3) of the Members present and entitled to vote. 25.2 Upon dissolution of the Association the assets of the Association shall be disposed of in accordance with the resolution dissolving the Association. Provided that any assets remaining after all its liabilities have been met, must be transferred to another non-profit organisation having similar objectives.
This Constitution shall be translated into Portuguese and French. The Constitution shall be interpreted in such a manner which prevents a conflict with any translation hereof. Should a conflict arise which is incapable of being reconciled as above, then the English text shall prevail. This version of the SADC Lawyers’ Association Constitution was adopted by the Annual General Meeting on 22 August 2015 at Dar es Salaam, Tanzania