Constitution

NAME

The name of the Association shall be “IMAGOAFRICA”, hereinafter referred to as “the Association”.

AIMS

The aims of the Association shall be to promote the methods and teachings of Imago therapy, Imago processes and Imago relationship training by way of, inter alia:

Making the public and professional therapists aware of:

Imago methods;

Imago principles;

the availability of participant Imago therapists;

the benefit that Imago teachings and methods can afford to the wider community in all areas of human relationships.

The making accessible to Imago therapists and/or trainees and/or wider public training, literature, education and media education.

To market the Imago principles and methods.

To maintain professional standards in compliance with Imago practice in the United States of America and worldwide in accordance with international standards of the Imago Institute.

To provide networking for Imago therapists and others who treasure the Imago teaching and methods and/or the general Imago community.

To maintain links with similar bodies internationally.

To organize conferences, media events, educational events, training and other events and programs aimed at spreading Imago teachings and/or maintaining Imago standards.

To raise funds, either by formal subscriptions paid by members, and/or events aforesaid and/or programs for the purpose of developing Imago in Africa.

To affiliate with the worldwide Imago community and/or Institute.

To promote the training and qualification of Imago therapists and/or practitioners in Africa who receive the recognized Imago accreditations and/or licenses to practice as offered by the International Imago Institute.

Any such other objectives that are coincidental with and/or expand upon the aims set out above.

The Association shall be conducted on a non-profitable basis and no member shall profit therefrom. All monies raised in any manner whatsoever shall be utilized to further the objectives of the Association.

CAPACITIES OF THE ASSOCIATION

To operate bank and savings accounts on behalf and in the name of the Association and to determine the manner in which such accounts shall be opened, operated and terminated.

To acquire, deal with, dispose of, pledge and hypothecate movable and immovable property in the name and on behalf of the Association.

To establish sub-committees for special purposes of the Association and to determine their terms of reference, the rules for the conduct of such sub-committees, their duties, the period of their existence and the circumstances and times in and at which such sub-committees shall be dissolved.

To associate with other Imago organizations worldwide, promote the objects of the Association and to appoint delegates of such bodies, if necessary.

To set the standards and/or uphold the standards of accreditation of Imago practitioners.

To obtain the recognition of the Imago Institute and all the other international Imago organizations worldwide.

To do anything necessary or requisite for the implementation of any of the objects herein set out.

ARBITRATION

The Association shall at all times uphold the standards set by the Imago Institute based in the United States of America and all such measures to ensure that Imago practitioners in Africa adhere to such standards and practice within the ambit of their accreditations and licenses. In the event of any dispute arising as and between the members and which cannot be resolved by the Executive Committee, the Imago Institute and/or such person(s) appointed by such Institute shall be the sole Arbitrator, whose decision shall be binding on the Executive Committee and the disputing members.

MEMBERSHIP

Membership of the Association shall be open to any person who wishes to actively participate in furthering the objects of the Association. Notwithstanding the foregoing, there shall be four (4) classes of membership, namely:

Certified Members

These shall be Imago therapists that fulfill the criteria set by the Imago Institute and who are duly trained to practice by:

such Institute’s professional body;

the professional body responsible for the maintaining of the professional standards and licenses to practice in the relevant country of any member.

Members Awaiting Certification

These shall be members who have undergone training as clinical Imago practitioners, but who, as yet, have not fully completed all the requirements to be certified members, or who have not yet received their formal certification.

These shall be members who are professionally recognized psychologists, psychiatrists or social workers who are still in the process of completing their Imago training.

Accredited Members

These shall be those members who are not professional psychologists, psychiatrists or social workers and/or other therapists, but who have received recognized Imago Institute accreditation to act as Imago practitioners in a capacity other than the provision of Imago therapy.

Associate Members

These shall be members who adhere and value the principles of Imago and are committed to the promotion thereof and/or wish to derive the benefits therefrom.

AND/OR

These shall be members who have attended Imago training or a workshop or who have experienced Imago therapy.

With regard to the election and resignation of members, members shall apply for membership on the form prescribed by the Committee.

The annual subscription and/or entrance fee of an amount, to be determined from time to time by the Executive Committee, shall be payable by members on application. The Association shall have the power, at any time, to increase or reduce the above fees, or to suspend the operation of this rule, either altogether or in respect of any class of members and for such period as it may decide. Any subscription or entrance fee shall be paid immediately upon the application of the member and on the first day of January each year thereafter. Any subscription or entrance fee not paid on the due date shall be a debt due to and recoverable by the Association.

The rights of the members shall include:

All members shall be eligible for election to the Executive Committee.

All members shall be entitled to attend and to vote in person at meetings of the Association.

The rights and privileges of every member, including the use of membership cards, shall be purely personal to the member and shall not be transferable or transmissible, either by his own act or operation of law.

GENERAL MEETINGS

The Annual General Meeting of the members of the Association shall be held not later than the month of May in each year on such date and at such hour and place as the Executive Committee may determine. Fourteen (14) days notice shall be given to members of the date, place and hour of such meeting. The business to be transacted at the Annual General Meeting shall be:

To receive a list of members and a report of general affairs of the Association to 31 December preceding, together with a financial statement to that date.

To elect an Executive Committee consisting of:

Chairperson

Vice Chairperson

Treasurer (who shall chair the finance portfolio)

Portfolio Heads (there shall be no bar to any of the office bearers heading a portfolio or chairing more than one portfolio)

with the right of co-option.

To appoint an Auditor, if necessary, for the next ensuing year.

d. Any such other for further business as the Executive Committee shall submit.

It shall be incumbent upon the Executive Committee to ensure that either the Chairperson or the Vice Chairperson shall be a certified member.

The Executive Committee may call a Special General Meeting at any time and shall do so on receiving a requisition to that effect, signed by not less than twenty (20) members of the Association, specifying the object of such meeting. At any such meeting no other matter shall be dealt with than that named by the Executive Committee or in the requisition. Fourteen (14) days notice of such meeting shall be given to members.

The Chairperson, failing him the Vice Chairperson, failing him the Treasurer, of the Association shall preside as Chairperson at all general meetings. In the event of these office bearers not being present within ten (10) minutes after the time for which the meeting shall have been called, the members present may proceed to elect a chairperson for the meeting.

At all general meetings, in case of an equality of votes, the Chairperson shall have a casting vote in addition to the vote to which he is entitled to as a member.

Eight (8) persons personally present shall form a quorum at all general meetings and all questions shall be decided by a majority of votes.

All votes shall be by secret ballot at all general meetings, provided that the Chairperson is entitled to use his/her discretion in allowing a vote by a show of hands, in which case the Chairperson of the meeting shall fix a time and mode of such ballot. On a show of hands or on be means of a secret ballot, each member shall have one vote only. The meeting shall appoint two (2) neutral individuals for the counting and reporting of the votes cast. In the event of the Chairperson being nominated for election either as Chairperson or ordinary Executive Committee Member, a neutral person with no vested interest, shall be appointed by the meeting to chair all voting procedures.

If, within ten (10) minutes from the appointed time for any general meeting, a quorum is not present, the meeting, if convened on the requisition of the members, may be dissolved, but in the other case it shall stand adjourned to the same day in the next week at the same time and place, or should that day be a public holiday, at such adjourned meeting the members present shall be a quorum even if their number is less than eight (8).

EXECUTIVE COMMITTEE

The Association shall be controlled by an Executive Committee.

The Executive Committee shall hold office for twelve (12) months or until their successors are appointed.

It is envisaged that the Executive Committee will oversee six (6) portfolios and such additional portfolios that such Committee might, in its sole discretion, at any time establish:

Such portfolios shall include:

Membership Portfolio

Marketing and Communication Portfolio

Information and Library Portfolio

Training and Development Portfolio

Peer Group Portfolio

Financial Portfolio

Each portfolio shall be headed by a member of the Executive Committee.

Candidates shall be eligible for election to the Executive Committee provided that their nominations have been indicated, seconded and accepted by the nominee before voting shall proceed.

After each election of the Executive Committee at the Annual General Meeting of the Association, the Executive Committee shall forthwith from amongst its members elect by a show of hands the Vice Chairperson, the Secretary and the Treasurer.

Any vacancy occurring in the offices of the Chairperson, Vice Chairperson, Treasurer or Secretary, shall be filled by the Executive Committee from among the members of the Executive Committee at the first Executive Committee meeting of the Association held after the occurrence of such vacancy.

The members of the retiring Executive Committee shall be eligible for re-election if duly nominated.

The Executive Committee may meet for the dispatch of business, adjourn and otherwise regulate its proceedings as it may think fit. Five (5) members present at any Executive Committee meeting shall form a quorum.

The Chairperson, or failing him the Vice Chairperson, or failing him the Treasurer, shall take the chair at all meetings of the Executive Committee. If, at any such meeting none of these office bearers are present within ten (10) minutes of the time appointed for holding same, the members present shall choose one of their number to be Chairperson for the meeting. Questions arising at any such meetings shall be decided by a majority of votes and, in case of the equality of votes, the Chairperson of the meeting shall have a second or casting vote.

The Executive Committee may, notwithstanding any casual vacancies in its number, act so long as there remain five (5) duly qualified members. The remaining members of the Executive Committee may, and in the even of their number falling short of five (5) shall, forthwith, fill up any vacancies in the Executive Committee by the appointment of a member or members of the Association.

Any member of the Executive Committee absenting himself from three (3) consecutive meetings without having obtained leave, shall, ipso facto, cease to be a member of the Executive Committee.

The Executive Committee shall, at all times, be a majority of accredited members. No decision of the Executive Committee shall be valid unless passed at a meeting at which a majority of accredited members are present.

POWERS OF THE EXECUTIVE COMMITTEE

In addition to the powers and authorities by these presents expressly conferred upon them, the Executive Committee may exercise all such powers and do all such acts and things as may be exercised or done by the Association and which are not hereby expressly directed or required to be done by the Association in general meeting, subject nevertheless to such acts and things not being inconsistent with any resolution passed at any general meeting of the Association, but no resolution passed by the Association in meeting shall invalidate any prior act of the Executive Committee which would have been valid had such resolution not been passed.

Without prejudice to the general powers so conferred, the Executive Committee shall be entrusted with the following powers:

To acquire, manage and control, deal with and turn to account, any movable or immovable property, rights and privileges held by the Association.

To secure the fulfillment of any contracts or engagements entered into by the Executive Committee, by mortgage or charge or debentures or otherwise howsoever of all or any part of the property of the Association in such manner and under such as they may think fit.

To purchase, sell, lease, alienate or otherwise dispose of part or parts of the movable or immovable property of the Association and to apply the consideration arising therefrom as they may think most advantageous for the Association.

To appoint, at their discretion, remove or suspend such Attorneys, Agents, Secretaries, Officers, Clerks or Servants for permanent, temporary or special services, as they may think fit, to invest them with such powers as the Executive Committee may think expedient, to determine their duties and fix and vary their salaries or emoluments (if any) and to require security in such instances and to such amounts as the Executive Committee may think fit.

To institute, conduct, defend, compound or abandon any legal proceedings by and against the Association or its officers, or otherwise the affairs of the Association and also to compound and allow time for payment of any debts and of any claims or demand by or against the Association.

To refer any claim or demand by or against the Association to arbitration and to perform or refuse to perform the award.

To open a banking account in the name of the Association and draw, accept, endorse, make and execute Bills of Exchange, Promissory Notes, Cheques and other negotiable instruments connected with the business of the Association. Such Bills of Exchange, cheques and other negotiable instruments shall be signed by any two members of the Executive Committee.

To make, vary and repeal rules, or by-laws for the regulation of the affairs of the Association, its officers and servants, or members of the Association, including the regulation, conduct and control of any socials or entertainments to be held by the club or other matters.

To borrow and raise monies for the purpose of the Association under security of all or any of its property or assets.

To publish by reports any information calculated to be of interest to the members, or otherwise to forward the objects of the Association.

To invest and deal with any of the monies of the Association, not immediately required for the purposes of the Association, upon such securities and on such terms as they may think fit, and from time to time to vary or realize such investments.

To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Association, as they may consider expedient for, or in relation to, any of the matters aforesaid, or otherwise for the purposes of the Association in accordance with the provisions of these presents.

To obtain the incorporation of the Association when considered necessary.

To appoint any one or more persons as Trustees for the purpose of holding property, whether immovable or movable or whether corporal or incorporal, acquired for the time being by the Association.

The Executive Committee shall be entitled to refuse renewal of any memberships.

The Executive Committee shall have the power to deal with any constitutional issues that might arise from time to time.

The Executive Committee shall have the power of setting the professional standards to which members shall be obliged to adhere and to also set the standards and criteria for accreditation of members.

The Executive Committee shall have the power to discipline members and to, after holding a hearing to be convened at the discretion of such committee, suspend or terminate the membership of any member who is guilty of disgraceful conduct and/or whose actions are detrimental to the good name of ImagoAfrica and/or who undermines the aims and functioning of the organization and/or fails to abide by the decisions of the Executive Committee.

The Executive Committee shall have the power to set ground rules and to enforce compliance therewith, relating to standards and fairness of competition amongst the membership so as to ensure that:

members do not unfairly compete with each other and/or ImagoAfrica itself; and/or

members do not undermine the practice of each other by inter alia, defaming each other and/or poaching upon the clientele of each other and/or conducting themselves in a manner in conflict with the accepted norms of professional conduct.

To the extent that disputes might arise between members and/or between members and ImagoAfrica itself, such disputes shall, at the discretion of the Executive Committee, be resolved by arbitration and/or mediation in accordance with the dispute resolution clauses elsewhere provided for in this constitution.

ACCOUNTS

The Executive Committee shall cause true accounts to be kept of the monies received and expended by the Association of such matters in respect of which such receipts and expenditures shall take place and of the assets, credits and balances by the Executive Committee. In the event of one or more of the auditors appointed by the Annual General Meeting being unable to act, the Executive Committee shall appoint one or more persons in his or her stead. No member of the Executive Committee shall be eligible for appointment as auditor.

At the Annual General Meeting in every year, the Executive Committee shall lay before the members a statement of the revenue and expenditure and a balance sheet showing the assets and liabilities of the Association, made up to 31 December of the preceding year. Every such statement and balance sheet shall be certified by the auditors and shall be accompanied by a report from the Executive Committee. A copy of the report, accompanied by the statement of revenue and expenditure and balance sheet, shall be circulated to each member the meeting at which they are to be considered.

The outgoing Executive Committee shall hand over to the incoming Executive Committee a complete statement of the financial affairs of the Association, together with all books and documents as at the date of taking over the affairs of the Association by the incoming Committee.

EXECUTION OF DOCUMENTS

All powers of attorney, bonds, deeds and other formal documents shall be executed by two members of the Executive Committee under the authority of a resolution of the Executive Committee. Next page