1. SUNSHINE ANGELS
1.1. The organization hereby constituted will be called Sunshine Angels.

1.2. The PBO was founded on 09 November 2023

1.3. The PBO registration number is 930080029.

1.4. Its shortened name will be Sunshine Angels (Hereinafter referred to as the organization).

2. Organization Existence.
2.1. The organization shall exist in its own right, separate from its associates and/or project beneficiaries.

2.2. The organization will maintain its existence even when there are changes in its associates and/or project beneficiaries, as well as changes in office bearers.

2.3. Ownership of Property: The organization shall have the ability to own property and other possessions in its name.


3. BODY CORPORATE

3.1. The organization shall: Exist in its own right, separately from its associates and/or project beneficiaries.

3.2 Continue to exist even when its associates and/or project beneficiaries changes and there are different office bearers.

3.3 Ownership of property.

The organization shall have the ability to own property and other possessions in its name.


4. OBJECTIVES

The organization’s main objectives are to:
4.1. Education of Rural and Community Schools:

4.2. Rural water and sanitation development

4.3. To assist organizations with financial support for training courses in disadvantaged areas to empower the communities with skills in:

4.3.1. Financial wellbeing
4.3.2. Mental Health
4.3.3. Adult Education and Training.
4.3.4. Organizing, managing, and promoting activities and/or events in arts, culture, and sports.
4.3.5. Networking. To network with similar groups, government department and organizations and private organizations and persons to achieve the above objectives.


5. GOVERNING STRUCTURE AND MECHANISM OF GOVERNANCE

5.1. The Office Bearers will oversee the organization. Made up of a minimum of three (3) members. At least three persons who accept fiduciary responsibility for the public benefit organization will not be connected persons in relation to each other, and no single person directly or indirectly controls the decision-making powers relating to such organization. No remuneration will be paid to any employee, office bearer, member or other person, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with its objectives.

5.2 No activity will directly or indirectly promote the economic self-interest of any fiduciary or employee of the organization otherwise than by way of reasonable remuneration.

5.3 No funds will be distributed to any person (other than in the course of undertaking any public benefit activity).

5.4 The funds of the public benefit organization will be used solely for the objects for which it was established.

5.5 The public benefit organization will not be a party to, or does not knowingly permit, or has not knowingly permitted, itself to be used as part of any transaction, operation or scheme of which the sole or main purpose is the reduction, postponement or avoidance of liability for any tax, duty or levy for such transaction, operation or scheme, would have been or would have become payable by any person under this Act or any other Act administered by the Commissioner.

5.6 No resources will be used, directly or indirectly, to support advance or oppose any political party.

5.7 No donation will be accepted which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A: Provided that a donor (other than a donor which is an approved public benefit organization or an institution, board or body which is exempt from tax in terms of section 10(1)(cA)(i),which has as its sole or principal object the carrying on of any public benefit activity) may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation.

5.8. Term of office bearers will serve for a period of three (3) years which has been agreed to by the general membership at an AGM, and which shall not exceed three years. They can, however, stand for re-election for another term in office again and again after that, for so long as their services are needed, and they are ready to give their services.

5.9. Vacancies.
The Office Bearers must, as soon as reasonably possible, appoint someone to fill any vacancy that reduced the amount of Office Bearers.

5.10. Qualification for membership shall be open to anyone who is interested, suited and qualified in helping the group to achieve its aim and willing to abide by the rules of the group.

5.11. Resignation.
An Office Bearer may resign from office in writing, giving 30 days’ notice.

5.12. Disqualification or Removal.
If an Office Bearer does not attend three meetings in a row, without having applied for and obtaining leave of absence from the Board, then the Board will find a new member to take that person’s place. The Management Committee may, by resolution passed at a meeting thereof, terminate or suspend the membership of any member, if in its opinion his/her conduct is prejudicial to the interests and objects of the association, provided that the individual member or representative of the member organization (as the case may be) shall have the right to be heard by the General Committee before the final decision is made. There shall be a right of appeal to an independent arbitrator appointed by mutual agreement.

5.13. Personal Liability.
No member of staff, person or contractor is liable for any damages arising from and/or during the performance of their duties, or from any recommendation that is given in good faith and submitted to the Board. If proven to be negligent the person/s or contractor in question will be liable for its own legal expenses.


6. POWERS OF THE ORGANIZATION

6.1. The Board shall carry out the powers on behalf of the organization and they shall manage the affairs of the organization in accordance with the resolutions of the members as shall be taken from time to time at General Meetings of the organization.

6.2. The Board is responsible for making decisions, and acting on such decisions, which it believes it needs to make in order to achieve the objectives of the organization as stated in point number 4 of this constitution. However, such decisions and their activities may not be against the resolutions of the members or be against the law of the Republic of South Africa.

6.3. The Board shall have the general powers and authority to raise funds, make investments or to invite and receive contributions. Buy, hire, or exchange for any property that it needs to achieve its objectives. Make by-laws for proper governance and management of the organization. Form sub-committees as and when it is necessary for proper functioning of the organization.

6.4. If the Board thinks it is necessary, then it can decide to set up one or more sub-committees. It may decide to do this to get some work done quickly. Or it may want a sub-committee to do an inquiry, for example The Board may delegate any of its powers or functions to a sub-committee provided that:

6.4.1. Such delegation and conditions are reflected in the minutes for a meeting.
6.4.2. At least one Office Bearer serves in the sub-committee.
6.4.3. There are three or more people on a sub-committee.
6.4.4. The sub-committee must regularly report back to the Board on its activities.

6.5 The Board must in advance approve all expenditure incurred by the sub-committee and may revoke the delegation or amend the conditions of the delegation.

6.6 As per the receipt of SARS Tax Exempt Unit, the organization is a registered Public Benefit Organization (PBO) set out in section 30(3) of the Income Tax Act No 58 of 1962 (the Act). The Income Tax Exemption was granted in terms of section 10(1)(cN) of the Act effect from 9 June 2023, therefore is authorized to Issue Section 18(a) certificates


7. ANNUAL GENERAL MEETINGS (AGM)

7.1. Stakeholders of the organization must attend its annual general meetings.

7.2. The purpose of an Annual General Meeting (AGM) is to: Report back to stakeholders from the Office Bearers on the achievements and work of over the year. Make any changes to the constitution. Enable members to decide on the policies of the organization.

7.3. The annual general meeting must be held once every year, within 30 days after receipt of the audited financials.

7.4. The organization should deal with the following business, amongst others, at its annual general meeting: Agree to the items to be discussed on the agenda. Write down who is there and who has sent apologies because they cannot attend. Read and confirm the previous meeting’s minutes with matters arising. Chairperson’s report. Treasurer’s report. Changes to the constitution that members may want to make. Elect new office bearers. General. Close the meeting.


8. SPECIAL GENERAL MEETINGS

8.1. The Special General Meeting (SGM) or any other special meeting is held outside of the normal or regular meetings.

8.2. Special or extraordinary meetings can take the shape of an Annual General Meeting (AGM) or any ordinary meeting of members.

8.3. The Board or not less than 50 per cent of the members, may call a Special General Meeting of the organization.

8.4. Special meetings may be called when the Board needs the mandate or guidance of the general members of the organization to take up issues that require urgent attention and cannot wait until the next regular AGM or ordinary meeting.


9. ORDINARY MEETINGS

9.1. Ordinary members meetings are conducted to complete a standard order of business of the organization. These are held once a month and are attended by the board.

9.2. The meetings of the Board will be held at least once a month or when a need arises from time to time to conduct the business of the Board.


10. NOTICES OF MEETINGS

10.1. The Chairperson of the Board shall convene meetings. The Secretary must let all Board members know the date of the proposed meeting within a reasonable time, but not less than seven (7) days, before it is due to take place.

10.2. However, when convening an AGM, or a Special General Meeting, all members of the organization must be informed of the meeting no less than fourteen (14) days before such a meeting.

10.3. Notices for all meetings provided for in this constitution must be given to relevant members in writing, either personally, by post or electronic communication or whichever manner it is convenient, to the address or other similar particulars provided by the members.

10.4. The notices for all meetings must indicate the reasons for the meeting and the matters that will be discussed in the meeting.

10.5. For confirmation of delivery, all notices sent to members at the latest known contact details shall be deemed to have been duly served on members, unless it can be proven otherwise.

10.6. All members present in person at any meeting shall be deemed to have received notice of such meeting.


11. QUORUMS FOR MEETINGS

11.1. Quorums for all meetings of the organization shall be a simple majority (50% + 1) of relevant members who are expected to attend.

11.2. However, for the purpose of considering changes to this constitution, or the dissolution of the organization, then two thirds (⅔) of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken.

11.3. All meetings of the organization must reach a quorum before they can start.

11.4. If however a quorum is not present within fifteen minutes of the appointed time of the meeting, the meeting must be adjourned or postponed to another date, within fourteen days thereafter.

11.5. If no quorum is present at the reconvened meeting within fifteen minutes of the appointed time, the members present shall be regarded to make up a quorum for that meeting and the meeting will continue as if a quorum is present.


12. PROCEDURES AT MEETINGS

12.1. The Board may regulate its meetings and proceedings as it deems fit, subject to the following:

12.2. That the Chairperson shall chair all meetings of the organization, including that of the Board.

12.3. That, if the Chairperson is not present, the Vice-Chairperson shall chair such meeting. In the event both are absent, the Board members present at the meeting shall elect a chairperson for that meeting.


13. MAKING DECISIONS IN MEETINGS

13.1. Where possible, the decisions of the organizations shall be taken by consensus. However, when there is no consensus, then members will discuss options for a while and then call for a vote.

13.2. All votes shall be counted and the majority votes on an issue shall be regarded as the decision of the meeting.

13.3. However, if opposing votes are equal on an issue, then the chairperson in that meeting has either a second or a deciding vote.

13.4. All members must abide by the majority decision.

13.5. Decisions concerning changes to this constitution, or of dissolution and closing of the organization, shall only be dealt with in terms of clauses 9 and 10 of this constitution.

13.6. At least three persons who accept fiduciary responsibility for the public benefit organization will not be connected persons in relation to each other, and no single person directly or indirectly controls the decision-making powers relating to such organization.


14. RECORDS OF MEETINGS

14.1. Proper minutes and attendance records must be kept for all meetings of the organization.

14.2. The minutes shall be confirmed as a true record of proceedings by the next meeting of the Board, or of general members as the case may be, and shall thereafter be signed by the chairperson.

14.3. Minutes shall thereafter be kept safely and always be on hand for members to consult.


15. INCOME AND PROPERTY

15.1. The organization will keep a record of everything it owns.

15.2. The organization may not give any of its money or property to its members or the Board. The only time it can do this is when it pays for work that an Office Bearers or member has done for the organization. The payment must be a reasonable amount for the work that has been done.

15.3. The Board or a member of the organization can only get money back from the organization for expenses that she or he has paid for or on behalf of the organization, and for which authorization has been granted in writing.

15.4. The Board or members of the organization do not have rights over things that belong to the organization.

15.5. No membership fees will be charged.

15.6. The activities of the organization are carried on in a non-profit manner and with an honest or philanthropic intent.

15.7. No activity will directly or indirectly promote the economic self-interest of any fiduciary or employee of the organization otherwise than by way of reasonable remuneration.

15.8. The funds of the public benefit organization will be used solely for the objects for which it was established.

15.9. No funds will be distributed to any person (other than in the course of undertaking any public benefit activity).

15.10. The public benefit organization will not be a party to, or does not knowingly permit, or has not knowingly permitted, itself to be used as part of any transaction, operation or scheme of which the sole or main purpose in the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would have been or would have become payable by any person under this Act or any other Act administered by the Commissioner.

15.11. No resources will be used, directly or indirectly, to support advance or oppose any political party.

15.12. No remuneration will be paid to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with its objectives.

15.13. No donation will be accepted which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A: Provided that a donor (other than a donor which is an approved public benefit organization or an institution, board or body which is exempt from tax in terms of section 10(1)(cA)(i),which has as its sole or principal object the carrying on of any public benefit activity) may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation.


16. FINANCES AND REPORTS

16.1. Bank Account: The Board must open a bank account in the name of the organization with a registered Bank.

16.2. Signing: Electronic banking and other documents requiring signature on behalf of the organization shall be authorized by at least two persons authorized by the Board. Whenever funds are taken out of the bank account, any two (2) of the following must approve the withdrawal:

16.2.1. Chairperson
16.2.2. Secretary
16.2.3. Treasurer
16.2.4. Executive Board Member

16.3. Financial year-end:
The financial year end of the Organization shall be end of February each year. And the submission of the annual Income Tax Return (IT12EI) by the due date via SARS eFiling or manually. Annual receipts and accruals are subject to the provisions of section 10(1)(cN) of the Act and accruals and receipts from trading or business activities which fall outside the parameters of section 10(1)(cN) will be subject to tax.

16.4. Financial Report:
The Board must ensure that proper records and books of account which reflect the affairs of the organization are kept, and within six months of its financial year a report is compiled by an independent registered Accounting Officer stating whether or not the financial statements of the organization are consistent with its accounting policies and practices of the organization. The Treasurer is responsible for ensuring that the money of the organization is safe and is accounted for The Treasurer will make quarterly management reports to the Board on the finances of the organization, which should include all incomes, expenditures and balances that remain according to accounting practices of the organization. If the organization has funds that can be invested, the funds may only be invested with registered financial institutions.

16.4.1. These institutions are listed in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, or as shall be amended. Or the organization can get securities that are listed on a licensed stock exchange as set out in the Stock Exchange Control Act, 1985 (as amended). The organization can go to different banks to seek advice on the best way to look after its funds.


17. INCOME TAX EXEMPTION

17.1 The public benefit organization is approved for purposes of section 18A(1)(a) of the Act and donations to the organization will be tax deductible in the hands of the donors in terms of and subject to the limitations prescribed in section 18A of the Act with effect from 9 November 2023.

17.1 Donations made to or by the PBO are exempt from Donations Tax in terms of section 56(1)(h) of the Income Tax Act.

17.2 Exemption from the payment of Estate Duty in terms of section 4(h) of the Estate Duty Act No.45 of 1955.

17.3 As per the SARS Tax Exemption approved registration, the organization is only approved to issue a Section 18A receipt for the following public benefit activities:

17.3.1 Community development for poor and needy persons and anti-poverty initiatives
17.3.2 Educational enrichment.
17.3.3 Academic support.
17.3.4 supplementary tuition or outreach programs for the poor and needy.

17.4 The organization shall only issue S18(a)to bona fide donation of which is a voluntary, gratuitous gift disposed of by the donor out of liberality or generosity, where the donee is enriched and the donor impoverished. There may be no quid pro quo, no reciprocal obligations and no personal benefit for the donor. If the donee gives any consideration at all it is not a donation. The donor may not impose conditions which could enable him or any connected person in relation to himself to derive some direct or indirect benefit from the application of the donation.

17.5 Non legible bono fide donations as per Section 18(a) certificates.

17.5.1 Donation of services rendered such as a professional person renders a skill free of charge.
17.5.2 An amount paid for attending a fundraising dinner, dance or charity golf day.
17.5.3 The amount paid for the successful bid of goods auctioned to raise funds by an organization and Memorabilia, paintings, etc, donated to be auctioned to raise funds
17.5.4 Amounts paid for raffle or lottery tickets.
17.5.5 Amounts paid for school fees, entrance fees for school admittance or compulsory school levies.
17.5.6 Value of free rent, water and electricity provided by a lessor to the lessee which is an approved PBO.
17.5.7 Payments in respect of debt due.

17.6 Minimum Tax-deductible receipt requirements

17.6.1 Organization the PBO registration number.
17.6.2 The date of the receipt of the donation.
17.6.3 The name and address of the organization issuing the receipt to which enquiries may be directed.
17.6.3 The name and address of the donor.
17.6.4 The amount or nature of the donation if not in cash.
17.6.5 Certification that the receipt is issued for the purpose of section 18A and that the donation will be used exclusively for the activities which are approved for section 18A purposes.
17.6.6 The receipt must be issued in the year when the donation is received by the organization approved for purposes of section 18A.
17.6.7 Donor nature of person (natural person, company, trust, etc.)
17.6.8 Donor identification type and country of issue (in case of a natural person)
17.6.9 Identification or registration number of the donor.
17.6.10 Income tax reference number of the donor (if available)
17.6.11 Contact number of the donor.
17.6.12 Electronic mail address of the donor.
17.6.13 A unique receipt number.
17.6.14 Trading name of the donor (if different from the registered name)

18. AMENDMENTS TO THE CONSTITUTION

18.1. The constitution can only be changed by a resolution. The resolution has to be agreed upon and passed by not less than two thirds (⅔) (or at least 67%) of the members who are at the annual general meeting or special general meeting. Members must vote at this meeting to change the constitution.

18.2. For the purpose of considering changes to this constitution, two thirds (⅔) of the members shall be present at a meeting to make a quorum before a decision to change the constitution is taken. Any annual general meeting may vote upon such a motion, if the details of the changes are set out in the notice referred to in clause 10 of this constitution.

18.3. As provided for in clause 10, written notices must go out not less than fourteen (14) days before the meeting at which the changes to the constitution are going to be proposed. The notice must indicate the proposed changes to the constitution that will be discussed at the meeting.

18.4. No amendments may be made which would cause the organization to close down or stop to function or die away.

18.5 A copy of all amendments to the constitution document will be submitted to the Commissioner for the South African Revenue Service.


19. DISCLOSURE

Any member of the Board or relative of a board member must disclose any affiliation and/or financial interests it has in any of the organization/s that are or shall receive any form of funding form the organization.


20. DISSOLUTION/CLOSING DOWN

20.1. The organization may dissolve or close down if at least two thirds (⅔) of the members present and voting at a meeting convened for the purpose of considering such matter, are in favor of closing down.

20.2. On dissolution of the public benefit organization, the organization must settle all outstanding debts and remaining assets must be transferred to a public benefit organization, which has been approved in terms of section 30 of the Act. Any institution, board or body which is exempt from the payment of income tax in terms of section 10(1)(cA)(i) of the Act, which has as its sole or principal object the carrying on of any public benefit activity; or Any department of state or administration in the national or provincial or local sphere of government of the Republic, contemplated in section 10(1)(a) or (b) of the Act.

20.3. The organization’s general meeting can decide what organization/s this should be.


21. CONSTITUTION SIGN OFF

This constitution was approved, accepted and signed by members of the Sunshine Angels PBO Board, at a special general meeting on This 12th Day of November 2023 at 1 Amberly, St Michaels Manor, St Michaels on Sea, KZN, RSA