Constitution

1. Name of the Community

The name of the Community shall be KRUX Christian Study Centre.

2. Definition of the Community

KRUX is a collective of like-minded followers of Christ who share the belief that our redemption in the Triune God encompasses all of life, the totality of human endeavour in Christ, and exercise that belief in thoughtful engagement with Scripture, Culture and the Arts.
In short, KRUX is a community of Christ-followers dedicated to thoughtful engagement with Scripture, Culture and the Arts.

3. Vision and mission of the Community

The vision of KRUX is to be a faithful, imaginative and generative Christian community, within which all things and thus all spheres of life, are seen to be rightfully held under the Lordship of Christ (Col 1:17).
The objectives of the Community shall be to be a generative Christian community, articulating the Lordship of Christ over all things by invitation to:
3.1 Theological Discipleship (through careful study of Scripture by means of accredited theological courses through the Study Centre);
3.2 Engagement with Culture (through weekly presentations, seminars and dialogue);
3.3 Expression through the Arts (by means of artists gatherings, workshops and exhibitions); and
3.4 Participation in Community (by means of hospitality, friendship and spiritual mentoring).
KRUX maintains an online presence alongside its prioritisation of in-person events
and gatherings, and works in partnership with several other Christian enterprises
both local and international.

4. Theological position of the Community

KRUX holds out an invitation of generous orthodoxy rooted in the Apostles’ and Nicene Creeds to all those who come within its orbit. More narrowly defined, its leadership, ethos and mission are rooted within the Reformational tradition as expressed through the historic Protestant Confessions. In the domain of the Arts and Culture, KRUX deeply values the renewal championed by Kuyper, Rookmaker, Schaeffer and others, whilst not being restricted by that tradition alone.

5. Legal position of the Community
5.1 The Community shall be a body corporate endowed with rights and duties, and shall be capable of suing and being sued in its corporate name.

5.2 The Community shall not pursue the acquisition of gain and monetary advantage for its members.

5.3 The income and property of the Community acquired in whatever way, shall be applied exclusively to the promotion of the objects of the Community as described in this Constitution, and no part thereof shall be paid directly or indirectly to members of the Community, provided that nothing stated herein shall prohibit the bona fide remuneration of office bearers or employees of the Community, or any member thereof, for services rendered to the Community.

5.4 All assets shall be the property of the Community and any person whose membership of the Community is terminated for whatever reason shall have no claim to, or interest in, any of the assets of the Community.

5.5 The liability of the members of the Community shall be limited to the extent that each member shall only be liable to the amount of their annual membership fee and any money that may otherwise be owing by them to the Community.

5.6 If, for whatever reason, the Community is dissolved, payment of all debts is effected and all obligations are met, then any property of whatever nature remaining shall not be paid to nor be distributed among the members of the Community, but shall be given to or be transferred to an institution or community with objects similar to that of the Community, and which for this purpose shall be appointed by the members of the Community or in default by the Executive Committee, at or before dissolution.

6. Membership
6.1. Membership types
There shall be the following membership grades:

6.1.1. Full membership;
6.1.2. Resident membership;
6.1.3. Affiliate membership; and
6.1.4. Honorary life membership.

6.2. Granting of membership
6.2.1 For election to membership an applicant must supply pertinent information to the Executive Committee.
6.2.2 The Executive Committee may at its discretion reclassify a full member to a Resident of KRUX. The Executive Committee shall be guided, but not necessarily bound, by the following considerations.
6.2.2.1 The member should be a professing and believing follower of Christ.
6.2.2.2 The member shall be invited by the Executive to become a Resident.
6.2.2.3 The member should be a long-standing member of the Community.
6.2.3 The Executive Committee may at its discretion reclassify a full member to an Affiliate of KRUX. The Executive Committee shall be guided, but not necessarily bound, by the following considerations.
6.2.3.1 The individual is a friend of the Community seated within an independent institution.
6.2.3.2 The individual acts as wisdom council to the Executive Committee of the Community.
6.2.4 The Executive Committee may, at its discretion, award honorary life membership to any prominent or distinguished person who has served either the Community or the mission field in an exemplary manner over an extended period of time. Honorary life members pay no membership fees.

6.3. Application for membership
Application for full membership shall be made on the prescribed form. The application shall be submitted by the applicant. Upon receipt of a membership application the Executive Committee shall decide with respect to granting or denying membership to the applicant. By submitting the application form, the applicant signifies their acceptance of the provisions of this Constitution should they be accepted as a member of the Community.

6.4. Expulsion of members
The Executive Committee may at its discretion expel a member if, in the opinion of the Committee, the conduct of such member is injurious to the interests of the Community, or if they have contravened the provisions of the Constitution provided that they shall have opportunity to put forward reasons why their membership shall not be terminated.

6.5. Resigning Membership
A member wishing to resign their membership shall address their written resignation to the Executive Committee. Such a member shall remain liable for any membership arrears.

6.6. Membership Fees
The membership fees shall be proposed by the Executive Committee for approval at an Annual General Meeting of the Community. Honorary life members shall pay no membership fees. Membership fees are an annual subscription for twelve months of membership from the date of purchase. Membership automatically terminates 30 days after the end of the member’s annual subscription period if no renewal subscription is purchased.

7. Office Bearers
The office bearers shall be as follows. For the Executive Committee:
7.1 Director;
7.2 Treasurer;
7.3 Secretary;
7.4 Arts Director; and
7.5 Digital Manager.

The Portfolio Committee shall consist of Portfolio Heads appointed on by the Executive Committee for an ad hoc set of portfolios including, but not limited to, Design, Theology, Philosophy, Culture, Arts Projects, Music, Literature, and Hospitality.

8 Executive Committee
The Executive Committee shall consist of all office bearers together with appointed Heads of the Portfolio Committee.

9 Election of Executive Committee
9.1 All members of the Executive Committee shall be elected annually at the Annual General Meeting.
9.2 All classes of members may stand for election and be elected to the Executive Committee.

10 Voting Rights
All classes of members have voting rights. For purposes of a General Meeting a member shall be allowed to appoint a proxy who shall be entitled to vote on their behalf.

11 Nomination of the Executive Committee
11.1 Nomination for election of members of the Executive Committee (other than the Director, and co-opted Heads of the Portfolio Committee) shall be in writing1 and shall state the name of the nominee and the Office for which they are nominated.
11.2 Nominations shall be signed by the nominee and by a proposer and seconder. If the candidate fails to be elected to that specific post, then provided they are prepared to stand and accept another position they shall be able to stand for another position and in this case they shall be proposed and seconded from the floor at the Annual General Meeting.
11.3 The Secretary shall call, by notice in writing, for such nominations at least one month before the Annual General Meeting, and shall provide a form which may be used for nomination purposes.
11.4 Nominations must be lodged with the Secretary at least fourteen days before the Annual General Meeting.
11.5 If the number of nominations for any particular Office is in excess of the number required to fill such Office, then election shall be by secret ballot at the Annual General Meeting.
11.6 If the number of nominations for any particular Office is equal to the number required, then the nominee shall be declared elected unopposed.
11.7 If the number of nominations is fewer than required, those nominated shall be declared elected and the Executive Committee shall nominate members to those positions for which no nomination has been received. If a duly nominated candidate is not elected to the specific Office proposed in writing, they can be nominated from the floor as laid down in Clause 11.2. In such a case there shall be a secret ballot to elect an office bearer from those nominations received from the members, to the Executive Committee, as described in this paragraph and those eligible for floor nomination and nominated as laid down in Clause 11.2.
11.8 If, from any cause whatever, a vacancy occurs in any Office during the year, the Executive Committee may fill such vacancy by appointing any full member to such office, and the person so appointed shall hold office until the next Annual General Meeting.
11.9 If, for any reason whatever, the Director is unable to complete their term, a Director shall be nominated and elected at the Annual General Meeting.
11.10 If the whole Executive Committee resigns, a Special General Meeting shall be convened within two weeks by the Secretary of the Committee to choose a new Committee. All nominations for the various Offices shall then be from the floor. The resigning members shall continue to function until the new Executive Committee has been chosen.

12 Tenure of Office
All members (except the Director) of the Executive Committee shall hold office from 1 January of the year following the Annual General Meeting at which they were elected until the end of that year.

13 Annual General Meeting
13.1 An Annual General Meeting shall be held each year on a date and at a place and time appointed by the Executive Committee.
13.2 The Secretary shall, by notice in writing, give each member of the Community at least one month’s notice of the meeting.
13.3 The Director of the Community shall be the Chairman of the Annual General Meeting. In the event that they are not available, the meeting shall elect its own Chairman.
13.4 A quorum at the meeting shall be the members present.
13.5 A majority of the votes of the full members present shall decide any matter.

14 Special General Meeting
A Special General Meeting shall be convened by the Secretary:
14.1 upon the direction of the Director in writing;
14.2 upon a resolution of the Executive Committee;
14.3 upon a request signed by not fewer than 10 members.
Such direction, resolution or request shall state precisely the business for which a special meeting is to be convened. At least two weeks’ notice in writing of such special meeting shall be given. A Special General Meeting shall be conducted in the same manner as the Annual General Meeting, but no business shall be transacted other than the business for which it was convened.

15 Functions of the Executive Committee
All the business and affairs of the Community shall be managed and controlled by the Executive Committee. Without prejudice to their general commission, the specific functions of the Committee shall be:
15.1 to carry out the objects of the Community;
15.2 to decide on membership applications;
15.3 to administer funds received by the Committee;
15.4 to announce decisions of the Community;
15.5 to exercise control over employees of the Community;
15.6 to exercise discipline where and when necessary as stipulated;
15.7 to call an Annual General Meeting;
15.8 to report to the Annual General Meeting on the activities of the Community during the year and to present the accounting records of the Community as prepared by an independent professional accountant.

16 Powers of the Executive Committee
The Executive Committee shall have full power and authority to carry out all the objects of the Community, except where such powers are expressly reserved to a General or Special General Meeting. In addition, but without prejudice to their general authority, the Executive Committee shall have authority:
16.1 to decide on membership affairs;
16.2 to receive and administer membership fees, funds and endowments and to apply such as it deems fit, but without prejudice to the provision of Clause 19.2;
16.3 to open a banking account with a bank and to invest any funds not immediately required for the purposes of the Community with any South African bank, building Community or insurance company;
16.4 to enter into such contracts as may be necessary for the carrying out of the objects and the business of the Community;
16.5 to co-opt one additional voting member to the Executive Committee. Such member shall have the right to vote at meetings of the Executive Committee. Further additional members may be co-opted, but they shall have no voting rights;
16.6 to initiate the creation of a chapter or to recognise the creation of a chapter or to withdraw such recognition;
16.7 to establish Special Interest Groups and to recognise such groups in the chapters;
16.8 to recommend amendments to the Constitution.

17 Meetings of the Executive Committee
17.1 The Executive Committee shall meet at least four times per year on a date and at the place and time as appointed by the Director. These meetings may be physical meetings in a single place, video conferences from various centres in South Africa or video conference meetings.
17.2 A special meeting of the Executive Committee shall be convened by the Secretary upon a request signed by not fewer than four members of the Executive Committee. Such request shall state explicitly the business for which a special meeting is to be convened.
17.3 Proper notice of a meeting of the Executive Committee shall be given to each member of the Committee at least one week before the date appointed for such a meeting.
17.4 The Director of the Community shall be the Chairman of all meetings of the Executive Committee. In the event of their not being available, the committee shall have power to elect its own Chairman.
17.5 In in-person and video conference meetings, the members present shall form a quorum.
17.6 In in-person and video conferencing meetings, all questions shall be decided by the vote of the majority of the members present and the Chairman shall have a casting as well as a deliberative vote. Members who have signed the attendance at the meeting and not voted on the question will be assumed to have abstained.

18 Chapters
18.1 All Chapter Constitutions shall be submitted to the Executive Committee for approval.
18.2 All members of a Chapter shall also have to be members of the Community.
18.3 All Chapters shall report to the Annual General Meeting on the activities of the Chapter during the year.

19 Financial Matters
19.1 All documents pertaining to the assets of the Community and all contracts and deeds shall be deemed duly signed if signed by two members of the Executive Committee, nominated and authorised for this purpose by the Executive Committee.
19.2 The financial year of the Community extends from 1st January to 31st December.
19.3 Accounting records of the income, expenditure, assets and liabilities of the Community shall be prepared according to the standards of generally accepted accounting practice and in accordance with Article 17 of the Non-profit Organisations Act of 1997 by an independent, professional accountant appointed by the Executive Committee.
20 Language Medium
The language of record of the Community shall be English.

21 Amendments to the Constitution
Amendments may be proposed by any member, seconded by any other member and shall be submitted in writing at least one month before the General Meeting. A simple majority will suffice to accept an amendment to this Constitution. Amendments may be made at a General Meeting or by a postal or electronic mail vote if this is decided at a General Meeting.

Constitution last updated: 25 April 2023