Name

The Law Clinic shall be known as “The Hammond Foundation-Transactional Law Clinic” (hereinafter referred to as the “Transactional Law Clinic”).

Place of Business

Its offices shall be situated at 7 Monk’s View, 4 Church Street, Plettenberg Bay, 6600, Western Cape, or such other address as may be decided upon by the Board of Directors. The premises for the Moot Court and the Research Unit shall be decided upon by the Board of Directors. The Transactional Law Clinic shall carry out its activities only in such places and premises which have the written approval of the Board of Directors.

Objectives

The Transactional Law Clinic was established in 2020, in terms of section 34(8)(a) and section 34(8)(b)(iv) of the Legal Practice Act 28 of 2014, and Rule 36 of the Legal Practice Council Rules, as a Transactional Law Clinic with the main purpose of promoting Social and Economic Justice.

The Transactional Law Clinic has introduced a re-imagined approach to Legal Aid, which comprises of inter alia: 

1. Providing small, medium and micro enterprises (“SMMEs”), informal enterprises, rural enterprises, and fledgling entrepreneurs from underprivileged backgrounds, with the legal assistance required to establish and manage their businesses;
2. Undertaking matters in all areas of law that are of public interest, which would yield an outcome that impacts South Africa’s jurisprudence, towards the promotion of social and economic justice for the indigent population; and
3. Promoting access to justice for the impoverished, and exposing all the tools available to them in order to empower them to exercise their rights.

The Transactional Law Clinic aims to enrich legal studies, through the Moot Court by encouraging practical engagement with the Law, and providing a platform for Law students to keep abreast with the ever-changing legal system; and

The Transactional Law Clinic also seeks to assist in the development of the Law through the Research Unit, which will also focus on addressing lacunas that exist within our legal system.

Supreme Authority and General Meetings

1. The supreme authority of the Law Clinic will be vested through a General Meeting of the Board of Directors presided over by its Chairman.
2. An Annual General Meeting (“AGM”) shall be held on the first day of March each year.
3. As required an Extraordinary General Meeting (“EGM”) may be called by the Chairman at the request in writing of five or more voting members and may also be called at any time by order of the Board of Directors. A notice in writing shall be given to the Secretary setting forth the business to be discussed. The EGM shall be convened within two months from receiving the request to convene.
4. Should the Board of Directors not convene an EGM within two months of the written request the members who requested for the EGM shall convene the EGM by giving ten days’ notice to voting members setting out the business to be discussed whilst posting the agenda on the Law Clinic’s notice board.
5. At least two weeks’ notice shall be given for an AGM and at least ten days’ notice for an EGM. A notice of meeting stating the date and place shall be provided to the members by the Secretary. The particulars of the agenda shall be posted on the Law Clinic’s notice board four days in advance of the meeting.
6. The following points shall be tabled for discussion at the AGM:
   a) The previous financial year’s accounts and an annual report from the Board of Directors; and
7. b) The election of officers and honourary auditors for the following term.
8. Any member who wishes to place an item on the agenda of a General Meeting may do so, provided he gives notice to the Secretary one week before the meeting is due to be held.
9. At least one-quarter of the total voting membership present at a General Meeting shall form a quorum.
10. In the event of there being no quorum at the commencement of a General Meeting the meeting shall be adjourned for half an hour, and should the number then present still be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any of the provisions of the Constitution.

Board of Directors

The administration of the Law Clinic shall be entrusted to a Board of Directors consisting of the following to be elected at each AGM:

• Chairman;
• Company Secretary;
• Treasurer;
• Executive Financial Director;
• Executive Marketing Director;
• Executive Investment/Strategic Director, and
• Three Ordinary Board Members

Names for the above offices shall be proposed and seconded at the AGM and election will follow on a simple majority vote of the members. All officers may be re-elected to the same post for a consecutive term of office, except that the Treasurer may be re-elected for a consecutive term of office no more than once. The term of office of the Board of Directors is one year.

Election will either be by show of hands, or subject to the agreement of the majority of the voting members present, by a secret ballot. In the event of a tie, the Chairman of the meeting shall have the casting vote.

In the event that there are not enough ordinary board members elected at the AGM, they can be co-opted by the Board of Directors after the AGM, but they shall have no voting rights in the Management Board Meeting.

A Board Meeting shall be held at least once a month after seven days’ notice to Board Members. The Chairman may call a Board meeting at any time by giving three days’ notice. At least one-half of the Board Members must be present for the resolutions passed to be valid.

Any member of the Board that is absent from three consecutive meetings without satisfactory explanation shall be deemed to have withdrawn from the Board, and a successor may be co-opted by the Board to serve until the next AGM. Any change in the Board of Directors shall be notified to the Registrar of Societies within two weeks of the change.

The duty of the Board of Directors is to organise and supervise the daily activities of the Transactional Law Clinic. The Board may not act contrary to the expressed wishes of the General Meeting without prior reference to it and always remains subordinate to the General Meetings.

The Board has the power to authorise the expenditure of an amount not exceeding R20 000.00 (twenty thousand Rand) per month (exclusive of salaries of permanent staff) from the Transactional Law Clinic’s funds, provided that the Board may from time to time authorise the expenditure of a sum more than R20 000.00 (twenty thousand Rand) per month in respect of a project organised by the Transactional Law Clinic.

Duties of Office-Bearers

The duties of the offices are as follows:

• The Chairman shall act as the Chairman at all General and Board Meetings. He/She shall also represent the Transactional Law Clinic in its dealings with all third party persons and organisations.
• The Secretary shall keep all records, except financial, of the Transactional Law Clinic and shall be responsible for the accurate reports. He will keep minutes of all General Meetings and Board Meetings. He shall maintain an up-to-date Register of Members at all times.
• The Treasurer shall keep all funds and collect and disburse all monies on behalf of the Transactional Law Clinic and shall keep an account of all monetary transactions, and shall be responsible for the accurate reports thereof. He is authorised to expend up to R10 000.00 (ten thousand Rand) per month for petty expenses on behalf of the Law Clinic.
• He will not keep more than R5 000.00 (five thousand Rand) in the form of cash and money. Amounts in excess of this will be deposited in a bank to be designated by the Transactional Law Clinic. All cheques for withdrawals from the bank will be signed by the Chairman and countersigned by the Treasurer or the Treasurer’s Assistant appointed by the Board of Directors from amongst the ordinary Board Members.
• The Ordinary Members of the Board of Directors and the Executive Directors shall attend all meetings of the Board and all General Meetings, and be involved in the Management and promotion of the activities of the Transactional Law Clinic. They shall assist in the general administration of the Transactional Law Clinic and perform duties assigned by the Board of Directors from time to time.

Audit and Financial Year

The Transactional Law Clinic shall appoint a firm of auditors to audit its books annually.

Over and above the appointment of the external auditors, two voting members who are not serving members of the Board of Directors, shall be elected as Honourary Auditors at each AGM and will hold office for a term of only one year and shall not be re-elected for consecutive terms. They will be required to audit each year’s accounts and present a report upon them to the AGM. They may be required by the Chairman to audit the Law Clinic’s accounts for any period within their tenure of office at any date and make a report to the Board of Directors.

The financial year shall be from the 1st March to 28th February, annually.

Board of Trustees

If the Transactional Law Clinic at any time acquires any immovable property, such property shall be vested under the Board of Trustees subject to a declaration of the Trust.

The Trustees of the Transactional Law Clinic shall:

• Not be more than four and not less than two in number;
• Be appointed and approved by a General Meeting of members;
• Not effect any sale or mortgage of property without the prior approval of the General Meeting of members of the Board of Directors; and
• The result of such a General Meeting shall then be notified to the Trustees of the Law Clinic.

The office of the Trustee shall be vacated:

• If the Trustee dies or becomes of unsound mind;
• If the Trustee is absent from the Republic of South Africa for a period of more than one year;
• If the Trustee is guilty of misconduct of such kind as to render it undesirable that he continues as a
• Trustee; or
• If the Trustee submits a notice of resignation from his Trusteeship.

The addresses of immovable properties, names of Trustees and any subsequent change must be notified to the Legal Practice Council.

Prohibitions

Gambling of any kind is forbidden on the Transactional Law Clinic’s premises.

The introduction of materials for gambling, drug-taking and of bad character on the premises is prohibited.

The funds of the Transactional Law Clinic shall not be used to pay the fines of members who have been convicted in Court.

The Transactional Law Clinic shall not engage in any Trade Union activity as defined in any written law relating to Trade Unions for the time being in force in South Africa.

The Transactional Law Clinic shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to any arrangement with its members which has the purpose or is likely to have the effect of fixing or controlling the price of any discount, allowance or rebate relating to any goods or services which adversely affects the common interest.

The Transactional Law Clinic shall not hold any lottery, whether confined to its members or not, in the name of the Transactional Law Clinic or its Officers, Board of Directors or members, unless with the prior written approval of the relevant authorities.

The Transactional Law Clinic shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

The Transactional Law Clinic shall not raise funds from the public for whatever purposes without the prior approval in writing from the Legal Practice Council and/or other relevant authorities.

Amendments to Constitution

No alteration or addition or deletion to the provisions in the Constitution shall be made except at a General Meeting,
nor shall they come into force without the approval of the Chairman of the Board.

Interpretation

In the event of any question or matters arising out of any point which is not expressly provided for in the provisions of the Constitution, the Board of Directors shall have the power to use its discretion. The decision of the Board of Directors shall be final unless it is reversed at a General Meeting of members.

Disputes

In the event of any dispute arising amongst members, they shall attempt to resolve the matter at any EGM in accordance with the provisions of the Constitution. Should the members fail to resolve the matter, they may bring the matter to a Court of Law for settlement.

Dissolution

The Transactional Law Clinic shall not be dissolved, except with the express consent of the Founder, the Chairman of the Board of Directors, and not less than three-fifths of the members of the Board of Directors for the time being resident in the Republic of South Africa, expressed, either in person or by proxy, at a General Meeting convened for the purpose. The Founder has a casting vote and final word.

In the event of the Transactional Law Clinic being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Law Clinic shall be fully discharged, and the remaining funds and assets shall be distributed to South African registered charities as approved by the Legal Practice Council.

A Certificate of Dissolution shall be given within seven days of the dissolution to the Legal Practice Council.