Constitution
of the Working Group of Indigenous Minorities in Southern Africa

(WIMSA)

SECTION 1 NAME OF THE ORGANISATION

The organisation shall be called the WORKING GROUP OF INDIGENOUS MINORITIES IN SOUTHERN AFRICA, hereafter called WIMSA.

SECTION 2 STATUS OF ORGANISATION

WIMSA shall be a body corporate with its own legal personality and rights of perpetual succession. It shall further have the right to sue or to be sued in its own name.

SECTION 3 AIMS AND OBJECTIVES

The general aim of the regional WIMSA network shall be to provide assistance with the establishment of a representative platform in southern Africa.

The main objectives of WIMSA shall be:

3.1 To facilitate the capacity-building of existing San organisations and the founding of new community-based ones.

3.2 To assist San organisations in establishing national San councils and eventually a Regional San Council for Southern Africa, which may be affiliated to SADC.

3.3 To lobby for San rights at local, national and regional level.

3.4 To support San in their efforts to acquire education and skills training.

3.5 To co-ordinate development plans, programmes and awareness campaigns with San communities, NGOs, researchers and government departments.

3.6 To serve as a resource and information centre for San communities, NGOs, government departments and other concerned parties involved in projects with San.

3.7 To facilitate national and regional communication between indigenous minorities in southern Africa.

3.8 To forge links of co-operation with regional and international NGO/CBO-networking forums sharing similar objectives as WIMSA.

3.9 To strive for the removal of obstacles that block peoples' access to power and resources.

3.10 To assist indigenous and marginalised minorities in southern Africa to become economically self-reliant.

3.11 To assist communities in establishing community-based organisations (CBOs) and village organisations (VOs).

3.12 To assist in formulating community-based development programmes and facilitating the implementation of such projects if required.

3.13 To promote the self-help spirit in communities and lead communities to self-reliance and self-employment in different sectors.

3.14 To encourage the communities and community members to participate in the planning and policy-making process of governments and NGOs and to draw communities neglected by development into active participation.

3.15 To assist communities in securing their legal rights.

3.16 To raise funds and receive donations and bequests, and to work to obtain capital for the purpose of carrying out WIMSA's objectives.

3.17 To strive for the achievement of the mission as set down in the WIMSA Mission Statement attached to this Constitution (marked "A").

SECTION 4 AREA OF OPERATION

4.1 WIMSA shall operate in the southern African region, specifically in Angola, Botswana, Namibia, South Africa, Zambia and Zimbabwe.

4.2 The head office of WIMSA shall be located in Windhoek, Namibia.

4.3 Regarding fundraising, WIMSA shall operate at national, regional and international level.

4.4 WIMSA shall serve as a forum for exchange of experiences and as a source of information for the public, NGOs, CBOs and VOs.

4.5 Where necessary WIMSA shall create sectoral and specialised committees in various economic and social sectors.

4.6 WIMSA shall lobby for San human rights.

SECTION 5 MEMBERSHIP OF ORGANISATION

5.1 Eligibility for membership

5.1.1 Indigenous CBOs or VOs of southern Africa which share the aims and objectives of WIMSA and observe the principles of development shall be eligible to apply for membership of WIMSA.

5.1.2 Granting of membership shall be the prerogative of the Board of Trustees. In the event of the Board of Trustees rejecting an application, the organisation in question may appeal to the annual General Assembly.

5.1.3 Membership fees shall be determined and adjusted by the General Assembly.

5.2 Rights of member organisations

5.2.1 Subject to proper and timely fulfilment of their financial and other obligations to WIMSA, member organisations shall have the following rights:

i) To take part in formulating WIMSA policies and work programmes at the meetings of the General Assembly.

ii) To receive from WIMSA all appropriate services, information and assistance.

iii) To participate in any WIMSA sectoral or other standing committee in accordance with the WIMSA Constitution.

iv) To delegate representatives to the annual General Assembly and to nominate candidates for election to the WIMSA Board of Trustees.

5.3 Obligations of member organisations

Every member organisation shall have the following obligations:

i) To comply with the aims and policies of WIMSA and to conduct its activities in accordance with the principles outlined under Section 3 of this Constitution.

ii) To pay the set membership fee during the first three (3) months of the calendar year.

iii) To supply WIMSA with its organisational annual reports and at least one gratis copy of all its publications.

iv) To take all such actions which shall be recommended by WIMSA in support of its policy decisions.

5.4 Cessation of membership

Membership of WIMSA shall cease:

i) by a decision of the Board of Trustees subject to ratification by the General Assembly, following non-payment of full subscription fees for two consecutive years;

ii) by voluntary withdrawal, notice of which should be given six months before the end of the calendar year;

iii) by resolution of the General Assembly in case of a member organisation acting contrary to the rules or interests of WIMSA.

5.5 Registration of associated NGOs.

i) Organisations which work with indigenous minorities nationally, regionally or internationally, and which share the aims of WIMSA, shall be eligible to apply to WIMSA for registration as a support organisation.

ii) Official representatives of registered associated organisations may attend the annual General Assembly as non-voting members.

iii) Registered associated organisations shall be obliged to pay the annual fee during the first three months of the calendar year. Membership fees shall be determined and adjusted by the General Assembly.

SECTION 6 STRUCTURE OF THE ORGANISATION

6.1 General Assembly

6.1.1 The General Assembly, being the highest organ of WIMSA, shall consist of two (2) delegates from each member organisation;

6.1.2 The General Assembly shall meet once every year as a rule.

6.1.3 An Extraordinary General Assembly may be convened:

i) Following a decision by the Board of Trustees;

ii) At the request of one fifth of the member organisations or one fifth of the total delegates to the General Assembly.

6.1.4 All member organisations, subject to the full discharge of their financial and other obligations, shall be entitled to have at least two delegates with a vote.

6.1.5 All decisions of the General Assembly shall be made on a simple majority of eligible voting delegates, with the exception of decisions on clauses 6.2.3, 6.2.4 and 9 below, which shall be made on and require a two thirds majority of eligible voting delegates.

6.2 Powers of the General Assembly

The General Assembly shall have the following powers:

6.2.1 To formulate and implement the policies regarding major issues which affect the future of WIMSA and the movement of the member organisations.

6.2.2 To approve the annual progress report and work programme of WIMSA.

6.2.3 To amend the WIMSA Constitution, policies, procedures and formulae.

6.2.4 To confirm and ratify on behalf of WIMSA all financial decisions taken by the Board of Trustees or by any sectoral committee of WIMSA which impose liabilities or obligations on WIMSA such as investments, borrowing, commencement or termination of leases and employment contracts, mortgages, buying and selling of real estate as well as other arrangements.

6.2.5 To approve the WIMSA budget and audited accounts and to appoint auditors.

6.2.6 To elect the Board of Trustees.

6.2.7 To confirm and ratify all decisions of the Board of Trustees.

6.3 The Board of Trustees

6.3.1 A Board of Trustees shall be elected to govern and promote the objectives of WIMSA.

6.3.2 There shall be no fewer than three Trustees and three Alternates elected from the six countries, all of whom shall be community members of indigenous minorities in southern Africa.

6.3.3 The Trustees shall be nominated and elected once annually at the General Assembly. No Trustee shall serve for more than two consecutive terms.

6.3.4 The Board of Trustees shall elect from its own members a Chairperson, Vice-Chairperson, Treasurer, Secretary and other additional members as determined by the General Assembly.

6.3.5 The Board of Trustees shall meet at least twice every year. Meetings may be called at the request of one third of the member organisations or by decision of the Chairperson.

6.3.6 At all meetings of the Board of Trustees, a quorum shall be formed by seven Trustees/Alternates personally present.

6.3.7 The Board of Trustees shall have the following powers and duties:

i) To manage and control the affairs of WIMSA.

ii) To prepare the agenda and organise meetings of the General Assembly and necessary committees.

iii) To decide on membership issues.

iv) To propose to the General Assembly the WIMSA budget and to present the annual audit of accounts.

v) To approve projects for CBOs and/or VOs.

vi) To purchase, alienate and sell movable and immovable property of whatever description and wherever situated.

vii) To invest or deposit monies in such manner as they may think fit, and to vary such investments or deposits from time to time.

viii) To operate any form of account with any institution, be it banking, building society, financial or otherwise.

ix) To lend money with or without security of mortgage bonds, pledges of leasehold or movable property or otherwise.

x) To borrow money and if necessary mortgage the immoveable property or pledge the leasehold or moveable property to WIMSA as security therefor.

xi) To pay all rates and taxes and other expenses incurred in connection with the administration of WIMSA.

xii) To employ senior staff, being the co-ordinators of WIMSA, and to authorise staff positions and job descriptions.

xiii) To frame rules, standing orders and regulations for the administration of WIMSA and the implementation of projects with different communities.

xiv) To make donations, grants or bursaries to persons or bodies as they may deem advisable from the WIMSA funds.

xv) To keep or cause to be kept a proper set of accounts. Accounts shall be audited annually by a registered auditor. An annually audited balance sheet and statement of revenue and expenditure shall be prepared and certified as correct by the Trustees.

xvi) To delegate their authority and powers as Trustees to a management committee, to the WIMSA co-ordinators or to any other person as they from time to time may deem expedient.

6.3.8 Neither the current Trustees nor their successors shall be required to file security for the due performance of their duties in the administration of WIMSA.

6.3.9 A Trustee who fails to attend three (3) consecutive meetings of the Board of Trustees without having obtained leave of absence from the Chairperson of the Board shall automatically lose her/his office as Trustee. Trustees may be removed from office by a majority vote of the other Trustees or in a General Assembly or if s/he:

• becomes insolvent;
  
• is found lunatic or becomes of unsound mind;
  
• is convicted of any criminal offence including elements of theft, fraud or dishonesty, and is sentenced to a period of imprisonment without the option of a fine.

6.3.10 The venue for meetings shall be rotated between the countries in which the Trustees are resident.

6.3.11 The founding Board of Trustees consists of:

• Mr Kipi George, Chief of the Kxoe, West Caprivi District, Namibia;
  
• Ms Sophia Jakob, Headwomen of the !Kung, Corridor 17, Omaheke Region, Namibia;
  
• Mr Magu Magu, Kuru Development Trust, D'kar, Botswana;
  
• Mr Abathine Kabatlhapane, Reverend, Zutshwa, Botswana;
  
• Mr Nicolaas Tenda, Community Member, Schmidtsdrift, South Africa;
  
• Mr Augustino Victorino, Community Member, Schmidtsdrift, South Africa.

6.3.12 All Trustees shall be resident in the southern African region, specifically Angola, Botswana, Namibia, South Africa, Zambia and Zimbabwe.

SECTION 7 FINANCES

7.1 Income

Income for WIMSA shall be derived from:

• fees of its affiliated organisations;
  
• sales of publications and promotional items;
  
• funds provided through agreements with development partners;
  
• donations;
  
• consultancy services;
  
• other sources as agreed by the General Assembly.

7.2 Expenditure on behalf of WIMSA shall be properly authorised by the Board of Trustees and accounted for in accordance with clause 6.3(xv) above.

SECTION 8 PROPERTY OF WIMSA

8.1 Acquisition of property

8.1.1 WIMSA shall strive to purchase, accept, lease, hire or otherwise acquire any moveable or stationary property that may be considered convenient for the realisation of its objectives.

8.1.2 WIMSA will erect, improve, maintain and repair any equipment and/or buildings for its purposes.

8.2 Vesting of property

8.2.1 All property of the organisation either stationary or moveable shall be vested and registered in the name of WIMSA.

8.3 Disposal of property

8.3.1 WIMSA shall sell, donate, exchange or otherwise deal with any of its property as it may deem necessary.

SECTION 9 DISSOLUTION OF THE ORGANISATION

9.1 WIMSA may be dissolved only by a resolution of the General Assembly carried by a two-thirds majority of the delegates present.

9.2 Once the dissolution resolution becomes final the General Assembly shall appoint a liquidator.

9.3 The liquidator shall be paid such fees as determined by the last General Assembly.

9.4 The said liquidator shall also determine the day as from which the organisation shall be deemed to have dissolved.

9.5 The liquidator shall be responsible for the payment of the organisation's debts, disposal of its assets and winding up of its business.

9.6 None of the assets of WIMSA shall be distributed to its members.

9.7 The remaining assets shall be distributed upon a decision of the last General Assembly to any institution whose aims and objectives are in line with WIMSA policy.

SECTION 10 INTERPRETATION OF THE CONSTITUTION

10.1 The responsibility for the interpretation of the terms of this Constitution or any matter arising in connection therewith shall be vested in the Board of Trustees, subject to ratification by the General Assembly, which on such an issue shall decide by a two-thirds majority and its decision shall be final and binding.