CONSTITUTION FOR THE MOTHER OF PEACE COMMUNITY

(A PUBLIC BENEFIT ORGANISATION OPERATED NOT FOR PROFIT)

WHEREAS the Mother of Peace Community ("The Organisation") was founded in November 1989 in Johannesburg, South Africa by Beverley Anne Olbers and Rene Mary van Meygaarden (deceased) and is owned by the Mother of Peace Trust ("The Owner")

The day care centre will provide a facility in which OVCs can be:
AND WHEREAS the land on which the Organisation will operate is owned by the Mother of Peace Trust

AND WHEREAS the Owner intends that the Organisation operates as a public benefit organisation

AND WHEREAS it is deemed expedient to constitute the Organisation with legal personality as an universitas personarum

NOW THEREFORE THE SIGNATORIES HERETO ESTABLISH THIS CONSTITUTION

ESTABLISHMENT OF AN UNIVERSITAS PERSONARUM

A. An universitas personarum (which is an association of persons) is hereby established, for the purposes and subject to the terms and conditions set forth in this Constitution.

B. The name of the universitas personarum will be Mother of Peace Community hereinafter referred to as ("The Organisation").

C. The Organisation is a juridical person with the power of doing or performing such acts or things as bodies corporate by law do or perform, having perpetual succession and entrusted with fulfilling the task of attaining its object for the public good. It shall, in its name, be capable in law of suing and of being sued. The Organisation has the capacity to acquire rights and obligations, and in particular shall in its name, be capable of opening bank accounts, investing, lending and borrowing moneys, or purchasing or otherwise acquiring, holding, leasing, buying, selling, exchanging, alienating, hypothecating and property, movable or immovable, burdening such property with a servitude or otherwise conferring any real rights therein, and generally, without in any way being limited by or restricted to the powers specified above, of entering into any transaction involving contractual or statutory right and obligations or involving real rights or any other kind of transaction and of doing and performing such acts and things as bodies corporate may by law do or perform.

D. The rights and obligations of the Organisation are independent of its members. Ownership of assets vests in the Organisation. It exists in its own right, separately from its members. Members have no right to the assets. The Organisation may not distribute any of its funds to any person (otherwise than in the course of undertaking any public benefit activity) and it shall use its funds solely for the object for which it has been established or to invest such funds in terms of Section 30 (3)(b)(ii) of Act No 30, 2000 (The Act).

E. Office bearers and members of the Organisation are not liable for any obligations of the Organisation and are not vested with its rights or property. They are liable for damages suffered by the Organisation arising from their negligent, dishonest or fraudulent actions.

F. The Organisation has perpetual succession and shall continue for an indefinite period. If even a single member survives, the rights of the Organisation devolve upon that member. It may be terminated in accordance with the procedure and in the manner hereinafter stipulated.

G. The members of the Organisation shall be the members of the Mother of Peace Community. The Director and 2 (two) permanent members being the signatories of this Constitution. Membership is governed by the following documents: Document "A" - The Mother of Peace Spiritual Way of Life. Document "B" - The Letter of Agreement.

1. NAME

The name of the Organisation will be The Mother of Peace Community and incorporated into this Constitution.

2. ADDRESS

The address of the Organisation is

457A Valley Road, North Riding, Randburg, South Africa 2047

P.O. Box 321, Honeydew, South Africa 2047

3. MISSION STATEMENT

Mother of Peace Communities see it at their mission, a calling from above, to restore traditional family life, in particular the Catholic family way of life based on Christian gospel values and the teachings of the Catholic Church. Having regard for the needs, interests and well being of the general public, all Mother of Peace Communities strive to meet the particular needs of the area in which the community lives and operates by aiding persons in distress. To care for abandoned children by providing the structure of a home and family, to maintain language and cultural differences as far as possible, to bring children up to be responsible members of society and to provide palliative care to the destitute who are terminally ill.

4. OBJECTS AND ACTIVITIES

4.1 The objectives of the Organisation are:

4.1.1. The care or counselling of abandoned, abused, neglected, orphaned or homeless children, in particular the care of children orphaned by the HIV/AIDS epidemic
4.1.2. The relieving of persons in distress.
4.1.3. The palliative care or counselling of persons afflicted with HIV/AIDS.
4.1.4. The promotion and practice of the Catholic faith and Catholic family way of life encompassing acts of worship, witness, and community service.
4.2 The Organisation carries on activities, which are of a philanthropic and benevolent nature, having regard to the needs, interests, and well being of the general public.

5. BOARD OF GOVERNORS

5.1 Authority of the Board of Governors All executive powers of the Organisation shall vest in a body to be known as the Board of Governors. It acts on behalf of the Organisation in all matters affecting the conduct of its affairs, in furtherance of its objectives. The Board of Governors shall have the authority to do whatever is required to secure the financial viability and continued existence of the Organisation, which authority includes inter alia the following: Regulating the administration of the Organisation according to acceptable business practices and the requirements of the law. The delegation of such powers as it deems fit to an executive or other committee. The appointment and dismissal of staff. The Organisation may not carry on any business undertaking or trading activity otherwise than to the extent that it conforms to Section 30(3)(b)(iv) of the Act.

5.2 Membership of the Board The Board of Governors shall comprise at least three members, who are not connected to each other and who accept the fiduciary responsibility of the Organisation and not more that 9 (nine) persons. Members shall appoint at least 3 (three) other persons whose skills and expertise will be of benefit to the Organisation.

5.3 Cessation of membership A member of the Board of Governors shall cease to be a member if that person fails to attend three consecutive meetings without an apology given and duly recorded. Is not able to subscribe to the spirit of the mission statement of the Organisation.

5.4 Vacancies Vacancies on the Board may be filled by decision of the Board for the unexpired period of the members term of membership or by election at an annual general meeting.

6. MEETINGS OF THE BOARD OF GOVERNORS

The Board of Governors shall conduct its meetings and regulate its proceedings as it may find convenient, provided that:

6.1 Its members shall annually elect from their number the following office bearers: a Chairperson, a Vice-chairperson, a Secretary and a Treasurer, provided that office bearers may be re-elected.

6.2 The Chairperson may, on notice effectively and timeously given, convene a meeting of the Board of Governors, and shall be obliged upon the requisition of any two members of the Board of Governors to convene such meeting.

6.3 The quorum for meetings of the Board of Governors shall be 6 (six) persons provided that one representative is present.

6.4 Proper minutes shall be kept of the proceedings of the Board of Governors, and a record of those persons present at such meeting. The minutes shall be circulated to members at least two weeks before the following meeting.

6.5 A meeting of the Board of Governors shall be held at least once a quarter.

6.6 Decisions of the Board are made by consensus failing which a show of hands.

7. EXECUTIVE COMMITTEE OF THE BOARD

7.1 The Board shall delegate to an Executive Committee such powers as it requires to be responsible for the day to day management of the Organisation.

7.2 The members of the Executive Committee shall be the Chairperson of the Board and three other persons appointed by the Board. The Executive Committee shall meet as often as it may deem necessary.

7.3 A quorum of the Executive Committee shall be 3 (three) members.

8. ANNUAL GENERAL MEETING

8.1 An annual general meeting of the members shall be held within a period of 12 (twelve) months of the adoption of this constitution, and subsequent annual general meetings shall be held within 3 (three) months after the end of each financial year.

8.2 The business of the annual general meeting shall include inter alia:

8.2.1 the presentation and adoption of the chairpersons report;
8.2.2 the adoption of the Annual Financial Statements;
8.2.3 election of at least 4 (four) members to the Board;
8.2.4 the appointment of auditors;
8.2.5 the presentation of a budget of income and expenditure for the ensuing year;
8.2.6 other such matters as may be considered appropriate.
8.3 The Quorum for annual general meetings shall be 10 (ten) members provided that one representative of the Owner is present.

9. NOTICE OF MEETINGS

Effective and timeous notice of meetings which shall be 21 (twenty-one) days, must be given by the Secretary to all parties concerned.

10. FINANCIAL MATTERS

10.1 The Organisation shall be conducted on a non-profit basis, with the intent and purposes that its capital and income, whenever derived, shall be applied solely towards the promotions of its objects, and no portion thereof shall be paid or transferred directly or indirectly, (whether by way of dividend, bonus or otherwise howsoever) by way of profit or distribution to any of the members of the Organisation provided that nothing herein contained shall preclude the payment in good faith to a member or any other person for services rendered or out of pocket expenses approved by the Board of Governors.

10.2 The financial year-end of the Organisation will be the last day of February of each year.

10.3 The business of the Organisation shall be conducted through a bank account.

10.4 Two signatures shall be required to operate the account, the signature of the Chairperson and the Secretary or the Chairperson and the Treasurer.

10.5 Financial transactions including deposits and investments and the withdrawal of deposits and the sale of investments require the written approval of the Chairperson.

11. LEGAL ACTION

The Organisation may sue or be sued in its own name.

12. DISPUTE RESOLUTION

Any dispute between the members shall be referred to mediation by the Board of Trustees, Mother of Peace South Africa.

13. DISSOLUTION

In the event of the Organisation being dissolved and ceasing to exist, the unexpended portion of any funds and any other assets which may remain in the hands of the Board immediately prior to dissolution, shall, after all debts and liabilities have been paid, be given or made over to the Diocese of Johannesburg.

14. AMENDMENT OF THE CONSTITUTION

The Constitution may be amended by a simple majority of members at a meeting called for such purpose, save that amendments to Documents "A" and "B" need ratification by the Mother of Peace Trust in order to be of force and effect.