Our founding document.

Article 1 — Name

The name of the organisation shall be the African Solidarity Civic Organisation (ASCO).

Article 2 — Legal Status

ASCO is a non-profit organisation registered under the laws of the Republic of South Africa. It shall have perpetual succession and the legal capacity to acquire, hold, and dispose of property, enter into contracts, sue and be sued in its own name, and do all things necessary to achieve its objects.

Article 3 — Vision

To build a united, just, inclusive, peaceful and sustainable Africa in which every person's dignity is upheld, communities participate in democratic governance, and shared prosperity is advanced through solidarity and sustainable development.

Article 4 — Mission

ASCO exists to:

• Promote African solidarity and pan-African cooperation;
• Fight corruption and promote good governance;
• Promote constitutional democracy and the rule of law;
• Protect and advance human rights;
• Promote peace and security;
• Combat gender-based violence and all forms of discrimination;
• Promote environmental sustainability and climate justice;
• Advance youth development and leadership;
• Promote women's empowerment and gender equality;
• Advocate for quality education and healthcare for all;
• Promote entrepreneurship and economic development;
• Encourage public participation in governance;
• Strengthen partnerships between communities, government, and civil society.

Article 5 — Values

ASCO is guided by the following core values:

• Integrity
• Accountability
• Transparency
• Professionalism
• Ubuntu
• Non-racialism
• Non-sexism
• Inclusivity
• Respect
• Excellence
• Service to communities

Article 6 — Objectives

ASCO shall pursue the following objectives:

• Promote civic education and public awareness of rights and responsibilities;
• Encourage active citizenship and community participation in governance;
• Advocate against corruption, maladministration, and abuse of power;
• Support vulnerable and marginalised communities;
• Promote environmental protection and sustainable development;
• Support disaster relief and humanitarian assistance;
• Promote peace-building, conflict resolution, and social cohesion;
• Encourage youth leadership, skills development, and participation;
• Promote cultural exchange, tolerance, and mutual understanding;
• Build partnerships with national and international organisations with similar objectives.

Article 7 — The Founder and Co-Founder

7.1 Founder — Mrs Busisiwe Makhosi Shandu

Mrs Busisiwe Makhosi Shandu is the Founder and Founding Chairperson of ASCO. The Founder shall:

• Safeguard the founding vision, mission, and values of the organisation;
• Provide strategic leadership and guidance;
• Serve as Patron and have a standing invitation to attend and speak at Board meetings and the Annual General Meeting;
• Be recognised permanently as Founder and Founding Chairperson in all official publications, annual reports, and registers;
• Participate in strategic and policy review meetings;
• Address the Annual General Meeting on matters relating to the founding vision and institutional integrity;
• Advise the Board of Directors on constitutional and governance matters.

The title of Founder and Founding Chairperson is permanent and may not be revoked except through a duly conducted legal process consistent with this Constitution.

7.2 Co-Founder

The Co-Founder of ASCO is recognised for their significant role in the establishment and early development of the organisation. The Co-Founder shall:

• Assist in preserving the founding vision and values;
• Support the strategic development of the organisation;
• Serve as an ambassador for ASCO;
• Participate in constitutional reviews and institutional memory processes when called upon.

The title of Co-Founder is permanent and honorary.

7.3 Protection of Founding Titles

Neither the Founder nor the Co-Founder may lose their founding status by reason of resignation from any operational or governance position within ASCO. The founding titles are distinct from any office-bearing role and shall survive any change in leadership, governance, or management.

Article 8 — Governance

ASCO shall be governed by a Board of Directors, which provides strategic oversight and ensures that the organisation fulfils its mandate. Day-to-day management shall be entrusted to the Executive Management team under the authority of the Board.

Article 9 — Executive Director

The chief executive officer of ASCO shall be the Executive Director, who shall be responsible for:

• Managing the day-to-day operations of the organisation;
• Implementing resolutions and policies of the Board;
• Managing staff, volunteers, and programmes;
• Representing ASCO in dealings with external parties;
• Preparing and presenting annual operational plans and reports to the Board;
• Managing finances within approved budgets, subject to Board oversight.

The Founder may serve as Executive Director where appointed by the Board.

Article 10 — Board of Directors

The Board of Directors shall consist of not fewer than three (3) Directors. The Board shall be responsible for:

• Strategic planning and direction;
• Financial oversight and approval of budgets;
• Risk management and mitigation;
• Appointment of senior management;
• Approval of policies and governance frameworks;
• Ensuring legal and regulatory compliance.

Article 11 — Office Bearers

The Board shall elect from among its members a Chairperson, Deputy Chairperson, Treasurer, and Secretary. The Board may elect additional office bearers as required by the organisation's needs.

Article 12 — Membership

Membership of ASCO shall be open to any person who supports the objectives and values of the organisation, without discrimination on the basis of race, gender, sex, pregnancy, marital status, ethnic or social origin, colour, sexual orientation, age, disability, religion, conscience, belief, culture, language, or birth.

Article 13 — General Meetings

The Annual General Meeting (AGM) shall be the supreme representative body of ASCO. The AGM shall:

• Receive and consider the annual report of the Board;
• Receive and consider the audited financial statements;
• Elect Directors to the Board;
• Consider and, if appropriate, pass amendments to this Constitution.

Article 14 — Finances

ASCO shall derive its funds from donations, grants, sponsorships, membership fees, fundraising events, and such other sources as the Board may approve, including approved investments. No profits or surplus funds shall be distributed to members or office bearers, except as reasonable remuneration for services rendered.

Article 15 — Ethics

Every member, office bearer, and volunteer shall:

• Act honestly and with integrity in all dealings on behalf of ASCO;
• Avoid corruption, bribery, and any form of financial misconduct;
• Avoid conflicts of interest, or disclose them promptly when they arise;
• Respect the confidentiality of organisational information;
• Promote and protect the reputation and good name of ASCO.

Article 16 — Disciplinary Procedures

Any member or office bearer who commits an act of misconduct, brings ASCO into disrepute, or breaches this Constitution may be subject to disciplinary action, which may include suspension or expulsion, following a fair process as prescribed by the Board.

Article 17 — Amendments

This Constitution may be amended by a resolution passed by at least two-thirds of the members present and voting at a duly convened General Meeting. No amendment shall be made that removes or diminishes the recognition of the Founder or Co-Founder without their written consent.

Article 18 — Dissolution

In the event of the dissolution of ASCO, its remaining assets shall be transferred to another non-profit organisation with similar objects, and shall not be distributed to members or office bearers.

Article 19 — Interpretation

Where any ambiguity arises in the interpretation of this Constitution, the Board of Directors shall interpret this document in a manner consistent with the Constitution of the Republic of South Africa, applicable legislation, and the founding values of ASCO.

Article 20 — Membership Procedures

20.1 Admission

Membership shall be open to any person who supports the objects of ASCO and who completes the prescribed application process.

20.2 Application Process

Applications for membership shall be made on such form as the Board may determine from time to time. The Board or its designate shall consider applications and admit suitable candidates.

20.3 Rights of Members

Subject to this Constitution, members shall have the right to:

• Participate in general meetings and contribute to discussions;
• Vote on resolutions and in elections at general meetings;
• Receive annual reports and financial statements;
• Propose matters for consideration by the Board or at general meetings.

20.4 Duties of Members

Members shall:

• Uphold and promote the Constitution, objects, and values of ASCO;
• Comply with decisions lawfully taken by the Board and general meetings;
• Act in good faith and in the best interests of ASCO;
• Pay such membership fees as may be determined by the Board from time to time.

20.5 Resignation, Suspension, and Termination

A member may resign by giving written notice to the Board. A member's membership may be suspended or terminated for good cause, subject to fair process and the right to be heard, as prescribed by the Board.

Article 21 — General Meetings and Voting

21.1 Annual General Meeting

The Annual General Meeting (AGM) shall be held once per financial year, at a time and place determined by the Board.

21.2 Notice

At least fourteen (14) days' written notice of any general meeting shall be given to all members, specifying the date, time, place, and agenda of the meeting.

21.3 Quorum

No business shall be transacted at a general meeting unless a quorum is present. A quorum shall consist of at least one-third of the voting members entitled to attend and vote at the meeting.

21.4 Voting

Each member present in person or by proxy shall have one vote on each matter put to the meeting. A simple majority of votes cast shall decide any resolution. In the event of a tie, the chairperson of the meeting shall have a casting vote.

21.5 Special General Meeting

A Special General Meeting may be convened by the Board on its own initiative, or upon written request addressed to the Board by at least one-third of the voting members. The meeting shall be held within thirty (30) days of the request being received.

Article 22 — Board Composition and Procedures

22.1 Composition

The Board of Directors shall consist of not fewer than three (3) Directors. The current approved structure provides for four (4) Directors.

22.2 Appointment

Directors shall be appointed in accordance with the Memorandum of Incorporation and this Constitution.

22.3 Terms of Office

Directors shall be appointed for such terms as the General Meeting may determine, and shall be eligible for re-appointment.

22.4 Meetings and Quorum

The Board shall hold at least four (4) meetings per year. A quorum for Board meetings shall be at least fifty percent (50%) plus one (1) of the Directors. Decisions shall be taken by majority vote.

22.5 Resignation and Removal

A Director may resign by giving written notice to the Board. A Director may be removed from office for misconduct or incapacity, following due process.

22.6 Committees

The Board may establish committees to assist in the discharge of its duties, including but not limited to:

• Finance and Procurement Committee
• Finance and Audit Committee
• Governance and Ethics Committee
• Human Resources Committee
• Resource Mobilisation Committee
• Programmes Committee
• Risk Committee

Article 23 — Duties of Office-Bearers

23.1 Chairperson

The Chairperson shall lead and coordinate the work of the Board, preside at Board and general meetings, and promote good governance and effective organisational performance.

23.2 Deputy Chairperson

The Deputy Chairperson shall support and assist the Chairperson and act in the Chairperson's absence.

23.3 Treasurer

The Treasurer shall oversee the preparation of financial statements, ensure adequate financial controls are in place, and report to the Board on the financial position of ASCO.

23.4 Secretary

The Secretary shall maintain the minutes of Board and general meetings, ensure proper notices are issued, maintain the register of members, and ensure governance records are up to date.

23.5 Collective Responsibility

Office-bearers shall act collectively as a team in discharging their responsibilities and shall not act independently of the Board unless specifically authorised to do so.

Article 24 — Financial Governance

24.1 Financial Year

The financial year of ASCO shall be as determined by the Board, subject to applicable law.

24.2 Bank Accounts

All funds received by ASCO shall be deposited in a bank account held in the name of the organisation. Cheques and electronic payments shall require at least two authorised signatories.

24.3 Budget and Expenditure

The Board shall approve the annual budget. No expenditure shall be incurred outside the approved budget without prior Board authorisation. The Board shall monitor expenditure on a regular basis.

24.4 Accounting Records and Statements

Proper books of account and accounting records shall be maintained. Annual financial statements shall be prepared and independently reviewed or audited as required by law and the Board.

24.5 Inspection of Records

Members may, upon reasonable written notice, inspect the financial and other records of ASCO, subject to confidentiality obligations and applicable law.

Article 25 — Conflicts of Interest

25.1 Disclosure

Any person holding office or serving on a committee of ASCO who has an actual, potential, or perceived personal or financial interest in any matter before the Board or a committee shall promptly disclose that interest.

25.2 Recusal

The person with the disclosed interest shall, when requested by the Board, leave the meeting for the duration of discussion and decision on that matter and shall not vote on it.

25.3 Recording

All disclosures of interest shall be recorded in the minutes of the relevant meeting and maintained in a register of interests.

Article 26 — Records, Reporting, and Transparency

26.1 Record-Keeping

ASCO shall maintain accurate and up-to-date records of its activities, decisions, membership, and assets in accordance with applicable law.

26.2 Reporting

Annual reports shall be prepared and presented to members at the AGM. Regulatory and donor reports shall be submitted on time and in compliance with all applicable requirements.

26.3 Confidentiality

Confidential information received in the course of ASCO's activities shall be handled with due care and in compliance with applicable law, including but not limited to data protection legislation.

Article 27 — Dispute Resolution

27.1 Internal Resolution

Any dispute arising within ASCO shall first be referred to the Board of Directors for internal resolution in good faith.

27.2 Mediation

If the dispute cannot be resolved internally, the parties shall attempt to resolve the matter through mediation before initiating any legal proceedings.

27.3 Unlawful Conduct

Nothing in this Article shall prevent any person from reporting alleged unlawful conduct to the relevant authorities.

Article 28 — Compliance and Review

28.1 Compliance

ASCO shall comply with the laws of the Republic of South Africa, its Memorandum of Incorporation, and any obligations imposed by donors or funding partners. This Constitution shall be read subject to the Memorandum of Incorporation and applicable law.

28.2 Review

The Board shall review this Constitution periodically to ensure that it remains relevant and effective.

Adoption

This Constitution is adopted by the founding members of the African Solidarity Civic Organisation and shall be effective on the date approved by the Board of Directors.

Signatures