1. Preamble
The purpose of Counselling Psychology South Africa (“CPSA”) is to represent Counselling Psychology
and the practise of Counselling Psychologists in South Africa.
CPSA is a voluntary association of members governed by a Constitution and various sets of rules
adopted in terms of a Constitution, and be it recorded as follows:

2. Definitions
In this CONSTITUTION, terms shall have the following meanings:
2.1. “Annual General Meeting” (AGM) means the annual general meeting of CPSA, duly called
and constituted in accordance with the articles of this Constitution;
2.2. “Calendar day” means any day including a Saturday, Sunday or Gazetted National public
holiday in the Republic of South Africa;
2.3. “Code of Conduct” means any code of conduct applicable to CPSA, its members, office
bearers or any other person, and to which Code CPSA subscribes from time to time;
2.4. “CONSTITUTION” means this Constitution of CPSA, which shall become binding on CPSA,
its members and office bearers with effect from the date upon which the CONSTITUTION is
adopted at an AGM;
2.5. “ExCo” means the Executive Committee of CPSA, elected or designated in terms of this
2.6. “Executive Officer” means the person or entity designated or appointed by the ExCo to take
care of the general administration of CPSA, and/or any other matter so designated to
him/her/it in terms of this Constitution or by the ExCo;
2.7. “General meeting” shall mean any meeting of the members, other than an Annual General
Meeting, duly called and constituted in accordance with the articles of this Constitution;
2.8. “Income Tax Act” means the Income Tax Act No. 58 of 1962, as amended from time to time;
2.9. “In writing” or “written” means communication via hard-copy or electronic format;
2.10. “Member” means any person or entity or society, irrespective of the membership category in
which she/he/it may fall;
2.11. “President” means is the President of CPSA as elected in terms of this Constitution;
2.12. “Rules” mean “rules” and “rules of Counselling Psychology South Africa” as empowered
to be made and enforced in terms of this Constitution;
2.13. “Subscription fees” shall mean the annual membership fees of CPSA as determined by the
Executive Committee;
2.14. “Treasurer” shall mean the treasurer of CPSA and member of the Executive Committee;
2.15. “Vice-President” shall mean the Vice-President of CPSA and member of the Executive
2.16. “Voting rights” means one vote for every member of CPSA, including voting by proxy.

3. Name
3.1. The Association shall be called Counselling Psychology South Africa.
3.2. The official abbreviation will be CPSA.

4. Objectives
The main objectives of CPSA are to:
4.1. position and represent the CPSA in the public and private sector in South Africa;
4.2. make a meaningful contribution to mental health care needs in South Africa;
4.3. stimulate and maintain contacts within the membership;
4.4. represent its members and the counselling psychology profession at national and international
level, and at various forums, whether in the public or private sectors;
4.5. offer consensus statements, policies, guidelines, guidance, coding advice, and suchlike on
professional issues in the sub-specialty to interested and affected persons and entities;
4.6. promote and facilitate the maintenance and enforcement of ethical and professional
4.7. enhance, guide and protect the rights and interests of members and the profession within the
sub-specialty on professional, ethical and clinical matters;
4.8. assist members by investigating complaints by third parties and representing them
professionally to ensure that the counselling psychology profession maintains only the highest
standards; and
4.9. give effect to any objective reasonably related to the objectives set out in this Constitution.

5. Membership
5.1. Membership of CPSA is of an individual nature.
5.2. Full membership is exclusively open to qualified, registered Counselling Psychologists, Intern
Counselling Psychologists and Student Counselling Psychologists working in the counselling
psychology sphere and who agree to comply with the Code of CPSA.
5.3. All applicants for full membership must:
5.3.1. be registered with the statutory psychology council;
5.3.2. be actively involved in Counselling Psychology;
5.3.3. be of good standing in the profession;
5.3.4. have, as his/her principal business, the provision of counselling psychology services within
the healthcare sector.
5.4. Only full members shall be entitled to one vote on a show of hands or a poll at any general
meeting of CPSA.

6. Application for Membership of Counselling Psychology South Africa
6.1. Applications for admission as a full member must be made on the prescribed forms developed
and approved for that purposes by the ExCo.
6.2. An application for membership must contain a commitment to abide by the Constitution, its
rules and any Code of Conduct, along with a commitment to meet the financial obligations for
the entire duration of membership. Membership is for a full year regardless of resigning during
part of a year and membership fees already paid will not be refunded.
6.3. If the application for admission is accepted by the ExCo, the candidate shall become a full
member of CPSA upon receipt of the applicable membership fees. Such fees must be paid in
full irrespective of the time during a membership year that the applicant was admitted to CPSA
as a member.
6.4. In the event of the application for membership being refused, the fees shall be refunded to
the applicant.
6.5. All full members shall, upon acceptance of their membership, and at regular intervals
thereafter, inform the office of the Executive Officer or person(s) mandated as
representative(s) of their contact details. The Executive Officer shall ensure that all contact
details of such persons are always current and accurate.

7. Termination of Membership
7.1. Any member desiring to withdraw from membership may do so by giving written notice of the
date of such withdrawal. Such a member will not be entitled to any partial or full refund of fees
already paid.
7.2. Membership can also be terminated under the following circumstances:
7.2.1. where a member has brought the name of CPSA into disrepute;
7.2.2. where a member is no longer registered as a Counselling Psychologist at the Health
Professions Council of South Africa (HPCSA);
7.2.3. where a member violates or undermines the objectives flowing from the Constitution and
CPSA -approved activities;
7.2.4. where the member has not paid the annual fees, and ignored reminders of payments as
issued on the instruction of the Treasurer of CPSA; and
7.2.5. where any office-bearer or elected representative or member-representative on a CPSA –
structure repeatedly and without tendering acceptable apologies, fails to attend meetings,
events and engagements of CPSA in which his or her presence is required, within the
guidelines issued by the ExCo from time to time.
7.3. No termination under this clause shall take place without the affected member having had the
opportunity to state his/her case to the ExCo, and the ExCo shall apply its mind to the matter
and make a finding based on the provisions of this Constitution and all relevant information
and documents placed before it.

8. Reinstatement
8.1. If a member has withdrawn, ceased to be a member or had his/her membership terminated,
such a member can be reinstated by the ExCo on application or at its sole discretion provided
all obligations to CPSA have been met.

9. Fees
9.1. The annual fees of CPSA shall be for such amounts as the ExCo, having obtained prior
approval from the members at an AGM, may from time to time decide. These fees shall be
payable on or before 1 May of every year.
9.2. In addition, a special levy or fee to meet any special, unusual or other expenses may be
imposed from time to time by a general meeting on the recommendation of the ExCo and
approved by the members at a general meeting.
9.3. Reminders of annual and renewal fees shall be sent to members electronically.

10. Annual General Meeting
10.1. CPSA shall hold its first AGM under this Constitution within 6 months after the date of its
adoption and shall thereafter once in every financial year hold an AGM at such time and place
as may be determined by the ExCo. The time elapsed between any two such general
meetings shall not be more than 15 (fifteen) months.
10.2. The AGM shall consider the following matters:
10.2.1. the minutes of the previous AGM,
10.2.2. the election and appointment of an ExCo;
10.2.3. a report by the President of CPSA;
10.2.4. a report by the Treasurer as to the financial affairs of CPSA;
10.2.5. a report by the ExCo as to the general affairs of CPSA and how its objectives have been
carried out since the previous AGM, and which shall include a report on the work of all
committees and sub-committees established by the ExCo;
10.2.6. a report from the Executive Officer as to the day-to-day affairs of CPSA;
10.2.7. any matter placed on the AGM agenda by any member and which falls within the objectives
of CPSA and which, in the opinion of the ExCo warrants discussion at the AGM;
10.2.8. any resolution submitted to the ExCo via the office of the Executive Officer in writing at least
14 (fourteen) calendar days prior to the AGM.

11. Notice of an Annual General Meeting
11.1. An AGM shall be called by not less than 14 (fourteen) calendar days’ notice by electronic
means. The notice shall be exclusive of the days on which it is served or deemed to be served
and the day of the meeting.
11.2. Notwithstanding the fact that an AGM is called at shorter notice than that specified in this
clause, it shall be deemed to have been duly called if so agreed by at least 10% of CPSA
members having a right to attend and vote at the meeting. Such approval needs to be secured
by electronic means or by facsimile.
11.3. Such notice shall specify the place, the day and the hour of the meeting and the general
nature of the business.
11.4. Such notice shall be given to all paid members of CPSA or category so designated by the
ExCo with the privilege to attend the AGM.

12. Proceedings at the Annual General Meeting
12.1. No matters will be discussed at the annual general meeting unless a quorum of members is
present at the time when the meeting proceeds to business. A quorum shall be constituted by
10% of the members of CPSA who are entitled to vote at the AGM and who are personally
present at any such meeting.
12.2. If, within half an hour after the time appointed for a meeting a quorum is not present, the
meeting shall be dissolved, in such a case, the meeting shall stand adjourned to the same
day in the next week at the same time and at the same place, or such other place as the
Chairperson may appoint. If at such adjourned meeting a quorum is not present, those
members who are present shall be a quorum and may transact the business for which the
meeting was convened.
12.3. Where a meeting has been adjourned as aforesaid, CPSA shall, upon a date not later than
three (3) days after the adjournment, send a notice by electronic means to each member of
CPSA stating:
12.3.1. the date, time and place to which the meeting has been adjourned;
12.3.2. the matter before the meeting when it was adjourned; and
12.3.3. the ground for the adjournment.
12.4. The President of CPSA shall preside as chairperson at every AGM of CPSA.
12.5. If the chairperson at the AGM is not present within 15 (fifteen) minutes after the time appointed
for holding the meeting or is unwilling to act as chairperson, the vice-president/vice-chair shall
act as chairperson, failing which the members present shall elect one of their number to be
12.6. The chairperson may, with the consent of any meeting at which a quorum is present (and
shall if so directed by the meeting), adjourn the meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting other than the business
left unfinished at the meeting at which the adjournment took place.

13. Voting of Members at an Annual General Meeting
13.1. At any AGM, a resolution put to the vote of the meeting shall be decided on by the show of
hands unless the matter is deemed sensitive by the chairperson, in which case the vote will
be taken by means of a paper-based or electronic ballot.
13.2. On a show of hands or based on the ballot, every member present in person or by proxy shall
have one vote. All questions at a meeting shall be decided on by the most votes of members
attending, including proxies.

14. Proxies
14.1. The instrument appointing a proxy shall be in a form to be decided by the ExCo, under the
hand of the appointer in writing, submitted to the office of the Executive Officer no less than
48 (forty-eight) hours before the time the meeting will be held.
14.2. Members may attend, speak and vote by proxy on the forms designed and provided for this
purpose by the office of the Executive Officer.
14.3. Proxies may only be provided to a member of the ExCo or another member with voting rights
in the same membership category as the person conferring the proxy. No proxy may be
provided to a non-CPSA member.

15. Resolutions, Consensus and Deadlock
15.1. In any CPSA meeting, whether an AGM or any general meeting or in any committee or
structure of CPSA, the Chairperson of that meeting shall have a casting vote in case of an
equality of votes about any decision or resolution put forward.
15.2. In the meetings of CPSA, committees and sub-committees including the ExCo and all
meetings of all other CPSA structures, save for AGMs and general meetings, matters may be
decided by consensus. On failing the achievement of consensus, these matters will be put to
a vote.
15.3. Any resolution passed by the ExCo may be done by way of round robin resolution. Any round
robin resolution must be signed by a member of the ExCo within seven (7) days of passing
thereof, failing which the resolution shall be null and void and of no force and effect.

16. Agendas and Minutes of All Counselling Psychology South Africa Meetings and Interactions
16.1. Prior to all CPSA meetings, an agenda must be sent to all attendees within a reasonable time.
Any items which may be deemed confidential must be indicated on the agenda under the item
for confidential/sensitive discussion.
16.2. Minutes shall be kept of every meeting of CPSA, including but not limited to meetings of the
ExCo and all committees and sub-committees and of every CPSA AGM, and every general
membership meeting. The Secretary will be responsible for the minutes.
16.3. All approved and signed minutes referred to in this clause will be sent to members of CPSA
by email within reasonable time after such meeting took place.
16.4. Meetings with, or events involving any external stakeholder, or of any health sector or
business significance, which is attended by a CPSA member representing it, or at which
CPSA is making representations or submissions, shall be reported on through a formal report
addressed to the ExCo.

17. Exco: Appointment and Term
17.1. The ExCo shall comprise at least seven (7) members elected at the AGM according to the
provisions of this clause:
17.1.1. The President of CPSA, is elected at the AGM by full members with voting rights;
17.1.2. The President shall hold office for a period of 2 (two) years and the ExCo may elect the
presiding President to serve a further 2 (two) year term of office, after which he/she
automatically retires;
17.1.3. The ExCo should ideally be represented throughout South Africa geographically, i.e. including
all the Provinces with full members;
17.2. The ExCo shall from among its full members elect:
17.2.1. a vice-president;
17.2.2. a treasurer;
17.2.3. executive officer;
17.2.4. legal matters / litigation;
17.2.5. membership and regional membership (two);
17.2.6. At least one representative from academia (dormant).
17.3. The Executive Officer shall call for the nomination of persons when notice of the AGM is given,
and only if no nomination, or not sufficient nominations have been received, members shall
be entitled to nominate persons on the day on which the AGM is held.
17.4. The ExCo shall serve a term of two years.
17.5. Four (4) members of the ExCo shall constitute a quorum.
17.6. A vacancy of a member/members on the ExCo may be filled by the ExCo until the next AGM,
at which time such vacancy will be filled, but only for the remainder of the term in which the
vacancy came into existence.

18. Powers And Duties of the Exco
18.1. The business of CPSA shall be managed by the ExCo.
18.2. The ExCo may exercise all such powers of CPSA as mandated by this Constitution and/or as
mandated in any general meeting subject to this Constitution, and/or as agreed to by the ExCo
as a CPSA Policy or Programme pursuant to the fulfilment of its objectives in terms of this
Constitution, subject to any financial constraints placed on the ExCo.
18.3. Without derogating from the generality of its powers as outlined above, the ExCo has the
following powers:
18.3.1. to set the strategic direction of CPSA, subject to any direction provided at the AGM;
18.3.2. subject to the provisions of this Constitution, making, amending, or repealing such rules and
policies mandated by this Constitution and/or what it considers necessary to run CPSA;
18.3.3. approve messaging to be conveyed by the spokesperson or representative of CPSA;
18.3.4. and to implement a public relations programme as may be required from time to time to fulfil
the CPSA objectives;
18.3.5. setting CPSA’s annual budget in line with its strategic objectives, and may pay all expenses
incurred in promoting the objectives of CPSA, as set out in the Constitution and approved at
the AGM from time to time;
18.3.6. investing the funds of CPSA at its discretion but on its auditor’s advice, subject to tax
18.3.7. setting the limits, monetary and otherwise, within which its members, and if applicable the
Executive Officer, any staff, management entities and/or contractors, may enter into any
financial, contractual, supplier or similar agreements on behalf of CPSA.
18.4. The ExCo:
18.4.1. must appoint or designate an Executive Officer, and/or a person or entity to assist with the
running of the affairs of CPSA, and to fulfil the duties outlined in this Constitution for an
Executive Officer, and any other duty or responsibility conferred on him/her/it; and
18.4.2. subject to the financial position of CPSA, any person and/or designated person may be
appointed as a staff member or contractor to assist CPSA in fulfilling its objectives in terms of
this Constitution.
18.5. The ExCo may appoint sub-committees and/or standing committees to give effect to CPSA
objectives, and such a sub-committee:
18.5.1. shall operate in terms of the reference and mandate provided by the ExCo;
18.5.2. shall have no right to represent CPSA or the ExCo, unless mandated in writing to do so;
18.5.3. may comprise members of the ExCo and any other member or members from any
membership category; and
18.5.4. shall regularly report to the ExCo and be accountable to the same.
18.6. The ExCo may from time to time revoke or vary all or any powers, mandates and/or authorities
granted to any office-bearer, member, person or entity.

19. Powers and Duties of the President and Vice-President
The President, and in his/her absence the vice-president, shall have the following duties and powers:
19.1. With the assistance of the Executive Officer, set the agendas of all meetings of the ExCo, AGMs
and general meetings and sign all approved minutes of the ExCo, AGMs and general meetings;
19.2. Chair all meetings of the ExCo including all AGMs and general meetings;
19.3. Act as the official representative of CPSA, if so designated in terms of this Constitution;
19.4. Oversee the performance of the Executive Officer and/or any staff member or contractor of
19.5. Secure the unity of the organisation;
19.6. Ensure, with the Executive Officer that all legal and regulatory compliances are undertaken and
adhered to, as may be required from time to time.

20. Disqualification of Exco Membership
A member of the ExCo shall vacate his/her seat on the ExCo if he/she:
20.1. resigns his/her office by notice via email to CPSA and such resignation becomes effective
upon receipt by the Executive Officer;
20.2. is absent without permission of the ExCo for more than six (6) months from its meetings held
during that period;
20.3. is directly or indirectly interested in any contract or proposed contract with CPSA and fails to
declare his/her interest and its nature;
20.4. acts in any manner which places CPSA into disrepute, after having been awarded the
opportunity to state his/her case to the ExCo, who after applying its mind to the matter,
resolves that the membership of such person shall be terminated;

21. Proceedings at Meetings of the Exco
21.1. The ExCo may meet for the despatch of business, adjourned and otherwise regulate their
meeting as they deem fit.

22. Indemnity
22.1. Office-bearers of CPSA shall be indemnified against all costs, losses and expenses they may
incur or become liable to because of any contract into which they entered, or act or deed that
was done by them in their capacity as such or any way in the discharge of their duties.
22.2. By becoming a member of CPSA, a person incurs no liability other than for his dues and for
accounts owed by him/her to CPSA.

23. Accounts
23.1. The financial year of CPSA shall commence on March the 1st of each year and end on the
last day of February of each year.
23.2. The ExCo shall obtain all accounting records as is necessary. This will ensure that the
accounts of CPSA are managed properly and be in the best interest of its members, and to
explain the transactions and the financial position of the trade or business of CPSA.
23.3. The accounting records shall be kept at the office of CPSA or at such other place as the ExCo
deem fit and shall always be open for inspection by the ExCo.
23.4. The ExCo shall from time to time determine whether and to what extent and at what time and
place and under what conditions or rules the accounting records of CPSA shall be open for
inspection by members.

24. Annual Financial Statements and Reports
24.1. The ExCo shall ensure compliance with all relevant taxation legislation and shall, where
appropriate, obtain expert advice to ensure such compliance.
24.2. The ExCo shall from time to time cause to be prepared and laid before CPSA in general
meetings such annual financial statements and reports as are referred to in this Constitution.
24.3. The ExCo may, if it deems necessary, cause interim reports to be prepared, of which a copy
will be sent to every CPSA member.
24.4. A copy of any financial statement which is to be laid before CPSA at an AGM, shall not less
than 14 (fourteen) days before the date of the meeting be sent to every member. This clause
shall not require a copy of those documents to be sent to any person of whose email address
CPSA is not aware.

25. Auditors
25.1. An auditor shall be appointed at the AGM on the recommendation of the ExCo for a period of
two years.

26. Notices
26.1. A notice may be given to any member of CPSA by email.
26.2. Notice of every general meeting shall be given via email:
26.2.1. to every member of CPSA entitled to attend;
26.2.2. to the appointed Auditor for the time being of CPSA.
26.3. The signature on a notice by CPSA can be written or printed or partially written or partially
27. Right to Present Counselling Psychology South Africa as a Spokesperson
27.1. The ExCo may, from time to time, delegate a person(s) to act as its spokesperson at or for
specific/generally described events or issues. The Executive Officer shall keep a register of
person(s) delegated to such events/issues.
27.2. Should no person be delegated, the President of CPSA, or in his or her absence the Vice-
President, shall act as spokesperson.

28. Representation
28.1. CPSA may sue or be sued in any Court of Law as a legal entity.
28.2. All powers of attorney, bonds, deeds, contracts and other documents which may be executed,
shall be signed by at least two members of the ExCo of CPSA, as per a resolution of the ExCo
thus mandating such members to act as authorised signatories of CPSA.

29. Banking Account
29.1. A banking account may be opened in the name of CPSA.
29.2. The ExCo shall, from time to time mandate from among its members, by resolution, signatories
to such bank account and the Executive Officer shall ensure that the bank is informed of such
signatories. Be it noted that there will be complied with all legal and banking requirements.

30. Financial Management
The ExCo shall ensure:–
30.1. that appropriate financial systems are established;
30.2. that the development and adoption of financial policy are provided, which include but are not
limited to:
30.2.1. presentation, distribution and timing of financial statements;
30.2.2. the system of accounting codes;
30.2.3. bank statement reconciliation procedures;
30.2.4. investment policies;
30.2.5. signing procedures of cheques and other financial documents;
30.2.6. disbursements, including travel expense and per diem policies;
30.2.7. income collection and recording systems;
30.2.8. if applicable, payroll policies;
30.2.9. insurance policies;
30.2.10. if applicable, control over fixed assets; and
30.2.11. conflicts of interest;
30.3. That qualified persons are appointed to administer and manage the financial systems.
30.4. Compliance with internationally accepted accounting standards and auditing practices relating
to financial procedures, banking, reporting and record keeping;
30.5. The preparation of annual income and expenditure budgets.

31. Changes to the Constitution
31.1. Motions proposing changes to the Constitution must be duly proposed and seconded by paidup
full members of CPSA.
31.2. Constitutional changes can only be brought about at an AGM or a general meeting.
31.3. Notwithstanding the general quorum requirements at AGMs and general meetings, for a
meeting at which a Constitutional change is to be voted on the quorum is at least 10% full
members in person or by proxy.
31.4. Advanced notice of such motions must be given to all CPSA-members at least 14 (fourteen)
calendar days prior to the AGM or general meeting. Provision must be made for members to
provide input into draft versions of such amendments during the period of such notice. A final
draft for approval must be available for inspection by members at least seven (7) days before
the AGM or general meeting.
31.5. Constitutional changes must be approved by a majority of ²?₃ (two-thirds) of full members in
attendance, including full members voting by proxy.

32. Winding-Up, Deregistration or Dissolution
32.1. CPSA may only be wound up provided that such winding up or dissolution is approved by the
process outlined in clause 31 relating to Constitutional changes.
32.2. Upon the winding-up or dissolution of CPSA, assets remaining after the satisfaction of all its
liabilities shall be given or transferred to some other association(s) or institution(s) having
objects similar to CPSA’s main object. At the time of the winding-up or dissolution of CPSA,
the ExCo shall determine this, and in failing to do so a Court shall make the decision.

33. Special Conditions
To the extent that CPSA is approved by the Commissioner of SARS for the purposes of section 30B of
the Income Tax Act, 1962:
33.1. at least three persons of the ExCo, who are not connected in relation to each other, are to
accept the fiduciary responsibility for income tax purposes;
33.2. no single person will directly or indirectly control the decision-making powers relating to CPSA;
33.3. CPSA will not directly or indirectly distribute any of its funds or assets to any person other
than in furthering its objectives;
33.4. CPSA will utilise substantially its entire funds for the sole or principal object for which it has
been established;
33.5. no member will directly or indirectly have any personal or private interest in CPSA;
33.6. substantially the entire activities of CPSA must be directed to the furtherance of its sole or
principal object and not for the specific benefit of an individual member or minority group;
33.7. CPSA will not have a share or other interest in any business, profession or occupation which
is conducted by its members;
33.8. CPSA will not pay to any office bearer, member or other person any remuneration, as defined
in the Fourth Schedule to the Income Tax Act, which is excessive, having regard to what is
generally considered reasonable in the sector and in relation to the service rendered;
33.9. substantially the whole of CPSA’s funding will be derived from its annual members or from
donations or sponsorships.
33.10. CPSA will as part of its dissolution transfer its assets to:
33.10.1. another entity approved by the Commissioner of SARS in terms of section 30 of the Income
Tax Act;
33.10.2. a public benefit organisation approved in terms of section 30B of the Income Tax Act;
33.10.3. an institution, board or body which is exempt from tax under section 10(1) (cN) of the Income
Tax Act; or
33.10.4. the government of the Republic of South Africa in the national, provincial or local sphere;
33.10.5. the persons contemplated in clause 33.1 will submit any amendment of the Constitution to the
Commissioner of SARS within 30 days of its amendment;
33.10.6. CPSA will comply with such reporting requirements as may be determined by the
Commissioner of SARS from time to time; and
33.10.7. CPSA will not knowingly become a party to, and will not knowingly permit itself to be used as
part of an impermissible avoidance arrangement contemplated in Part IIA of Chapter III of the
Income Tax Act, or a transaction, operation or scheme contemplated in section 103 (5) of the
Income Tax Act.