1. Name

1.1 The name of the association is the Federation of Governing Bodies of South African Schools (hereinafter ‘the association’ or ‘FEDSAS’).

1.2 The official abbreviation of the name of the association is FEDSAS.

2. Juristic personality

2.1 FEDSAS is a juristic person and non-profit association, and, as such, has rights and obligations, and assets and liabilities, as well as the capacity to sue and be sued in its own name.

2.2 FEDSAS shall continue to exist despite changes in the composition of its membership or office bearers.

2.3 None of the members of FEDSAS is liable for the liabilities or obligations of the association, or entitled to its assets or income, except as reasonable remuneration for services rendered.

2.4 Subject to prior authorisation by the National Council, the chair of the National Council, or, in his/her absence, the deputy chair or any other member of the National Council authorised thereto by a resolution of the National Council, shall represent FEDSAS in all juristic acts of the association.

3. Vision

The vision of FEDSAS is to preserve and promote quality education in all schools in the Republic of South Africa.

4. Mission          

The mission of FEDSAS is to do everything in its power to represent its members and interest groups, being parents, learners and staff, in securing and promoting the highest possible standard of education for all children in our country, and to promote effective leadership in and of school governance and management.

5. Principles

5.1 FEDSAS endorses the Constitution of the Republic of South Africa.

5.2 FEDSAS supports the principle of maximum devolution of school governance and management to governing bodies of public schools, and strives to promote and extend governing bodies’ powers and functions by building governing body capacity.

5.3 FEDSAS supports and promotes the principle of the freedom of governing bodies and school communities to supplement the level at which the state provides education. 

5.4 FEDSAS endorses the principle of selection and recognition based on merit and excellence.

5.5 FEDSAS supports the principle that school governing bodies should create opportunities for each learner to achieve his/her full potential.

5.6 FEDSAS endorses the principle of maintaining and promoting a culture of learning and teaching at all schools, as well as the principle of excellence in education. 

5.7 FEDSAS supports the principle of establishing and maintaining sound relationships with all education interest groups.

5.8 FEDSAS supports the principle of tolerance. We respect and acknowledge the various cultures, religions and languages of the people of the Republic of South Africa, united in our diversity.

6.Objectives

The objectives of FEDSAS are as follows:

6.1 To unite governing bodies as well as groups envisaged in paragraph 7 below.

6.2 To serve as a representative body and mouthpiece for the promotion of the common interests and ideals of its members, without interfering in their domestic affairs.

6.3 To obtain official recognition from all relevant bodies, institutions and authorities.

6.4 To enter into discussions and negotiate with, and make submissions to, authorities and other institutions at all levels on behalf of FEDSAS members. 

6.5 To raise funds to achieve the objectives of FEDSAS.

6.6 To take all steps that may be necessary to promote the mission or objectives of FEDSAS.

6.7 To train, equip and assist FEDSAS members in exercising their rights, discharging their duties, and fulfilling their responsibilities.

6.8 To establish and promote sound communication with all education interest groups.

6.9 To work innovatively to derive maximum value from the available technology in order to meet both our internal and operational needs, and to serve and guide members as to the impact of technology on education.

7.Membership

7.1 FEDSAS members comprise affiliated governing bodies of schools that have become members by virtue of approved membership applications. 

7.2 Designated groups or organisations may be admitted as members of FEDSAS, even if they are not governing bodies of public schools, if the relevant membership application is approved by at least 75% of the members of the National Council present and voting at the meeting concerned, subject to such conditions as may be imposed by the meeting and accepted by the applicant.

7.3 A member of FEDSAS may terminate its membership of the association by way of written notice to the chief executive.

7.4 The chief executive may terminate a member’s membership in writing in the event of non-payment of the prescribed membership fees, or based on an action or conduct that, in the chief executive’s opinion, is out of keeping with any provision of this constitution or any resolution of the National Council. Such termination shall occur only after a member has been afforded a reasonable period of time to supply reasons why the member’s membership should not be terminated.

7.5 If a member’s membership is terminated in accordance with paragraph 7.4 above, such member shall be entitled to appeal to the National Council against the chief executive’s decision. The written notice of appeal must reach the chair by no later than twenty (20) calendar days following the date of termination of membership.

7.6 When considering the appeal, the National Council shall be entitled to obtain such additional information as, in the National Council’s view, may be necessary to reach a fair and just decision.

8.Official languages

8.1 The official languages of FEDSAS are English and Afrikaans, as well as any other official language of the Republic of South Africa that the National Council may identify from time to time.

8.2 To the extent practicable, all agendas and minutes of meetings shall be drafted in each of the official languages of FEDSAS either by rotation or on request, provided that a member shall be entitled to insist that a motion or resolution be proposed and minuted in the official FEDSAS language of his/her choice. 

8.3 Motions and amendments shall be put forward in the official language of the proposer’s choice, provided that the chair shall be entitled to present a free translation of such motion or amendment to the meeting.

9.Structures of FEDSAS

9.1. Annual General Meeting

1. The Annual General Meeting is the highest policymaking body of FEDSAS.
2. The Annual General Meeting shall take place once a year at a date and venue determined by the National Council.
3. The Annual General Meeting shall comprise persons delegated for this purpose by the Provincial Councils.
4. Each Provincial Council shall be entitled to delegate persons to the Annual General Meeting, of whom only five (5) shall be entitled to vote. 
5. The quorum for Annual General Meeting resolutions shall be twenty-three (23).
6. Each delegate with the right to vote must be in possession of a letter of credence issued by the Provincial Council.
7. No proxy votes shall be allowed.
8. All resolutions of the Annual General Meeting shall be taken by way of a show of hands, unless the meeting agrees otherwise. All resolutions shall be taken by way of a simple majority of votes. The chair shall also have the casting vote in the event of a tie.
9. Annual General Meetings may be face-to-face, online or hybrid meetings, provided that all members of the meeting are able to hear all other members and can freely participate in discussions in accordance with a procedure determined by the National Council. 
10. The Annual General Meeting shall:

• consider and adopt the chair’s annual report;
• consider and adopt the association’s annual financial report;
• elect the members of the National Council, as well as a secundus for each member of the National Council, every three years;
• elect the chair of the association every three years; 
• elect the deputy chair of the association from the ranks of the elected National Council members every three years; and 
• appoint independent auditors to audit the financial affairs of the association.
  

9.2. National Council

1. The executive authority, governance and responsibility of FEDSAS vest in the National Council.
2. The National Council comprises one person per province, elected at and by the Annual General Meeting for a three-year term; the chair; the chief executive of FEDSAS, as well as a maximum of three persons co-opted by the National Council. The co-opted members are not required to be governing body members. The Annual General Meeting shall also appoint a secundus for each elected member of the National Council.
3. The National Council shall convene one ordinary meeting in each half of the year, at a time and venue determined by the chair.
   1. The chair may, at his/her sole discretion, convene an extraordinary meeting of the National Council, and is compelled to convene such a meeting at the written request of at least four members of the National Council, in order to deliberate and decide on any important, urgent matter.
4. The National Council shall determine the procedure applicable to its meetings as well as the meetings of the Executive Committee and any other committees.
5. National Council meetings may be face-to-face, online or hybrid meetings, provided that all members of the meeting are able to hear all other members and can freely participate in discussions in accordance with a procedure determined by the National Council itself.
6. A quorum for a National Council meeting shall be fifty percent (50%) of National Council members plus one (or representation from five provinces).
7. The term of office of members of the National Council shall be three years, and each member shall be available for re-election, provided that they still qualify. The member must be a member of the governing body of a member school at the time of the election.
8. The National Council shall settle all urgent matters on behalf of the Annual General Meeting when the Annual General Meeting is not in session, and shall report on such matters to the Annual General Meeting.
9. The National Council shall determine FEDSAS policy, although such policy may be amended or set aside by the Annual General Meeting.
10. The National Council may, at its discretion, establish any structures to give effect to the mission and objectives of FEDSAS.

9.3. Executive Committee

1. The National Council, at the recommendation of the chief executive, shall appoint an Executive Committee, which the chief executive shall chair.
2. The Executive Committee shall be responsible for the Executive Centre and its activities.
3. The chief executive or the National Council shall convene the meetings of the Executive Committee at a time and venue determined by the chief executive or the Council.
4. The Executive Committee shall attend to the implementation of resolutions of the Annual General Meeting and the National Council, the day-to-day management of the association, and all urgent matters, and shall report on these to the National Council.
5. The Executive Committee shall report to the National Council on all its activities.

The Executive Committee shall be entitled to co-opt members as required, provided that no co-opted member shall have the right to vote at any meeting of the Executive Committee.

9.4. Committees

1. The National Council and the Executive Committee may appoint committees to assist them in the discharge of their duties, which committees shall operate in accordance with committee rules and regulations.
2. The National Council has the following standing committees:

Audit and Risk Committee

Human Resources Committee

Strategy Committee

        3. The chair of each committee must be appointed by the National Council.

        4. The National Council may appoint any person as a member of a committee.

9.5. The chair, deputy chair, secretary, and treasurer

1. The chair, deputy chair, and all other office-bearers of the National Council shall hold office for three years.
2. The chair shall preside at all meetings of FEDSAS and the National Council, and shall also have a casting vote at such meetings.
3. In the absence of the chair, the deputy chair shall preside, and in his/her absence, the National Council shall appoint an acting chair by way of a majority decision.
4. The chair shall undertake all tasks and responsibilities entrusted to him/her by this constitution or the National Council. In the chair’s absence, such tasks and responsibilities shall be undertaken by the deputy chair, and in the deputy chair’s absence, by a member of the National Council appointed by the National Council for this purpose.
5. Should the chair vacate office before his/her term expires, the National Council, by way of a majority decision, shall appoint one of its members to take up said office until the relevant term expires.
6. The National Council shall appoint a secretary.
7. The secretary shall be a member of the National Council, without the right to vote.
8. The secretary shall be responsible for minuting the resolutions of each meeting of the National Council and the Executive Committee, and ensuring that meeting agendas are provided to members at least fourteen (14) days in advance.
9. The National Council shall be entitled to remunerate the secretary for his/her services.
10. The secretary shall perform all functions assigned to him/her by the National Council.
11. The National Council shall appoint a treasurer. The treasurer also serves as the chair of the Audit and Risk Committee
12. The treasurer shall be a voting member of the National Council (except if said person is not appointed from the elected ranks of the National Council, in which case (s)he shall not have the right to vote).
13. The treasurer shall be responsible for keeping financial records as prescribed by this constitution.

9.6. Executive Centre

1. The National Council may appoint a chief executive and, if necessary, staff to perform, as the Executive Centre, such administrative and other functions as the National Council may determine.
2. The National Council shall determine the duty sheets of appointments to the Executive Centre.
3. The chief executive shall be accountable, and must report, to the National Council regarding the performance of his/her duties.

The management and executive functions of FEDSAS vest in the chief executive.


9.7. Provincial Councils

7.1. FEDSAS shall have a Provincial Council for each province of South Africa.

7.2 . The Provincial Councils shall operate in terms of rules and regulations approved by the National Council.

7.3. The National Council shall be entitled to delegate such rights, powers and functions to any Provincial Council or office bearer of a Provincial Council as the National Council may deem necessary to achieve the objectives of the association, or to promote the most efficient and effective functioning of the association. 

9.8. Vacation of office by office bearers

9.8.1. Any elected office bearer may vacate office by submitting a written notice to this effect to the chair of the National Council or Provincial Council, as the case may be.

9.8.2. The chair of the National Council may terminate a member’s membership of that council in writing based on an action or conduct that, in the majority of the National Council members’ view, is out of keeping with any provision of this constitution or any resolution of the National Council. Such termination shall occur only after the member has been afforded a reasonable period of time to supply reasons why the member’s membership should not be terminated. 

9.8.3. If a member’s membership is terminated in accordance with paragraph 9.8.2 above, such member shall be entitled to appeal to the Annual General Meeting against the National Council’s decision. The written notice of appeal must reach the chair by no later than twenty (20) calendar days following the date of termination of membership.

9.8.4. When considering the appeal, the Annual General Meeting shall be entitled to obtain such additional information as, in the Annual General Meeting’s view, may be necessary to reach a fair and just decision.

8.5. The provisions in paragraphs 9.8.2 to 9.8.4 above equally apply to the termination of the membership of an office bearer of a Provincial Council, in which case all references to the chair, the National Council and the Annual General Meeting above shall be deemed references to the chair of the Provincial Council, the Provincial Council and the National Council respectively.

10.Membership fees

10.1. The National Council shall determine the membership fees of FEDSAS on an annual basis. Membership fees shall be payable by the dates decided by the National Council.

10.2. In the case of designated groups or organisations referred to in paragraph 7.2 above, the chief executive and treasurer shall determine the membership fees in accordance with National Council guidelines when such groups or organisations are admitted as members. Thereafter, said membership fees shall be reviewed and determined annually by the National Council.

11.Finance, assets and liabilities, and rights and duties

11.1. The FEDSAS financial year runs from 1 January to 31 December.

11.2. The financial dealings of FEDSAS shall occur by way of a bank account held with a financial institution that is recognised and approved, which the National Council may decide on from time to time. 

11.3. All FEDSAS income and expenditure, and assets and liabilities, shall be recorded in accordance with recognised accounting practice.

11.4. The National Council, through the chief executive, shall be entitled:

11.4.1.to acquire, alienate or deal with property (whether movable or immovable) in any other lawful manner;

11.4.2. to open accounts, and to invest or withdraw funds; and         

11.4.3. to raise loans or to pledge movable or immovable property as security for loans.

11.5. The Executive Committee must prepare an annual financial report and submit it to the Annual General Meeting for approval. 

11.6. The National Council shall be entitled to disburse allowances, salaries or remuneration for any purposes that, in its opinion, may be necessary to ensure the proper functioning of the association or the due promotion of its objectives.

11.7. No funds of the association shall be disbursed to any person other than in the course of pursuing the public benefit activities of FEDSAS embodied in the abovementioned objectives.

11.8. FEDSAS funds shall be used solely for the objectives for which the association was established, or shall be invested with a legitimate financial institution.

11.9. FEDSAS shall not undertake any business venture or trading activity, unless expressly permitted in terms of section 30(3)(b)(iv) of the Income Tax Act, 1962 (Act 58 of 1962).

12.Amendment

Any provision of this constitution may be amended at a meeting of the National Council, subject to the following:

12.1. That the members of the National Council be notified of such proposed amendment at least fourteen (14) days prior to the meeting at which such amendment will be considered, unless the National Council unanimously approves a shorter notice period at the meeting concerned. 

12.2 That two thirds of voting members present at such meeting vote in favour of the amendment.

13.Dissolution

13.1. The association shall be dissolved when seventy-five percent (75%) of voting representatives present at an ordinary or extraordinary Annual General Meeting vote in favour of such dissolution, provided that at least fourteen (14) days’ prior written notice of the proposal for dissolution of the association was given. 

13.2. Should the association be dissolved, its assets shall be liquidated by a liquidator appointed by the meeting where the resolution for dissolution is passed. If no such liquidator is appointed, the head of the education department in the province where most of the association’s members are located shall be entitled to appoint a liquidator.

13.3.The proceeds of the liquidation must be utilised in the following order of preference:

13.3.1. The costs of the liquidation

13.3.2. All creditors of the association

13.3.3. All amounts payable to the chief executive or staff of the association

13.3.4. The balance, if any, shall be transferred to a similar organisation with essentially the same mission and aims as those of FEDSAS (which organisation shall be identified by the meeting where the resolution for dissolution is passed or, failing that, by the head of the education department in the province where most of the association’s members are located).

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Adopted on 27 April 1998 and amended in March 1999, August 1999, July 2000 and May 2001, as well as on 8 November 2003, 21 August 2004, 19 November 2005, 20 November 2009, 12 November 2010, 17 August 2019, 22 August 2020 and 26 November 2021.