Office-Bearers’ Code of Conduct

1. Preamble.
Counselling Psychology South Africa (CPSA) is a voluntary association that has been founded to represent the best interests of counselling psychologists, the practice of counselling psychology in South Africa and counselling psychology as a profession in general. The Association, in terms of its Constitution, will elect office-bearers to its Executive Committee. The Executive Committee may, in its discretion, co-opt or appoint any other members of the Association to assist the Exco or carry out certain functions, such as regional representatives, social media manager or event organisers, etc.
In terms of Schedule 1 of the Companies Act (Act 71 of 2008), directors of registered non-profit companies (NPC’s) have certain duties and obligations. However, not all directors of the NPC, as listed at the CIPC, are office-bearers of the Association, and not all office-bearers of the Association are directors of the NPC. In order to hold all office-bearers of the Association to the same standard of conduct as directors, the following Office-bearers Code of Conduct has been adopted to provide guidance.
As Counselling Psychology South Africa advances as an organisation this Office-bearers Code will be revised, amended and updated in response to such developments in the discretion of the Exco.

2. Definitions.
The following definitions are provided for purposes of clarity. Where any term is not subject to a stipulative definition in this section of the Officer-bearers Code or Section 2 “Definitions” of the Association’s Constitution, the common everyday English meaning of a word shall apply.
2.1 Allurement:
shall mean any offer of rewards, gifts, hospitality, preferential treatment and/or any other consideration that is intended to influence the conduct or decisions taken by a member of the Association;
2.2 Association:
shall mean Counselling Psychology South Africa;
2.3 Association Activities:
shall include, but without being limited to, any regional meetings, discussion groups, special interest groups, CPD activities, use of Association communication channels or the annual general meeting;
2.4 Constitution:
shall mean the Constitution of Counselling Psychology South Africa;
2.5 Office-bearers Code:
shall mean this Office-bearers Code of Conduct as ratified and amended from time to time by the Executive Committee;
2.6 CPSA:
shall be taken to mean Counselling Psychology South Africa;
2.7 Exco:
shall mean the sitting executive committee as elected at the annual general meeting of CPSA;
2.8 Integrity:
is regarded as the honesty and truthfulness of one’s actions, and showing adherence to moral and ethical principles;
2.9 Office-bearer:
Shall mean any director, incorporator, elected member of the Executive Committee, and any other member of the Association designated or delegated by the Exco to execute any specific function in support of the Association and its activities, which may include, but not be limited to, regional representatives, social media manager, marketing officer, event organiser, etc.

3. Standing of the Office-bearers Code of Conduct.
3.1 This Office-bearers Code of Conduct has been drafted in accordance with the provisions of Schedule 1 of the Companies Act (Act 71 of 2008) and section 1.12 of the Association’s approved Constitution: and
3.2 This Office-bearers Code of Conduct will come into effect on its date of adoption and ratification by the Exco of CPSA.

4. Scope and Application of the Code of Conduct.
This Office-bearers Code of Conduct applies to all office-bearers of the Association, whether by election or designation by the Exco. All office-bearers will agree to and be bound by this Office-bearers Code of Conduct.

5. Remuneration.
In terms of Section 3 of Schedule 1 of the Companies Act 2008 and this Office-Bearers Code, the Association may not, whether directly or indirectly, remunerate or pay over any income, or portion of income, or transfer any of its assets, to any Association office-bearers, regardless of how that income or asset was derived. Office-bearers shall therefore not be remunerated for taking any part in Association activities, such as attending meetings, facilitating meetings or activities, carrying out administration tasks, communicating, or participating in any Association activities.
No office-bearer, their partner or close family, business associate or company related with an office-bearer, may solicit, or receive any loan, receive any security for debt or financial obligation, receive direct or indirect financial assistance from the Association, unless:
5.1 It is in the ordinary course of the Association’s business and for fair value;
5.2 It constitutes an accountable advance to meet:
5.2.1 Legal expenses in relation to a matter concerning the Association;
5.2.2 Anticipated expenses to be incurred by the office-bearer on behalf of the Association; or
5.2.3 To defray any costs incurred by the office-bearer on behalf of the Association.
The Association may also, in the discretion of the Exco, as is reasonable, pay or reimburse any office-bearer or member of the Association for:
a) Goods or services rendered to the Association as approved by the Exco;
b) Expenses incurred to advance a stated objective of the Association;
c) Travel costs for travel out of town to attend meetings, conferences or seminars on behalf of the Association, such as airfares, car allowance for the use of own vehicle, car hire, accommodation, etc. as approved by the Exco;
d) Any expenses incurred in terms of a bona fide agreement between the Association and that office-bearer or another;
e) Any rights of that office-bearer or member, to the extent that such rights are administered by the Association in order to advance a stated objective of the Association; or
f) In respect of any legal obligation binding on the Association.

6. Disclosure of Interests.
An office-bearer of the Association shall:
6.1 Disclose to the Exco any direct or indirect personal, private or professional financial interest that the office-bearer, or any partner, spouse, close family member or business associate of that office-bearer may have in any matter under consideration by the Association or Exco;
6.2 Recuse themselves from the proceedings of the Exco when the matter under consideration is discussed and/or decided upon, unless the Exco, in its discretion, decides that the office-bearer’s financial interest in the matter is trivial or irrelevant;
6.3 Disclose to the Exco full particulars of any and all financial benefits, whether direct or indirect, that he or she, his or her partner, spouse, close family member or business associate, may acquire from a contract awarded by the Association.
This section shall not apply to any interest or benefit that an office-bearer, his or her partner, spouse, close family member or business associate has or acquires in common with other members of the Association.

7. Personal Gain.
7.1 An office-bearer shall not use the position or privilege as an office-bearer, or use any confidential information obtained as an office-bearer for private gain or improperly benefit any other person;
7.2 An office-bearer shall not solicit, request or accept any allurement, gift, reward, payment, incentive or consideration to:
7.2.1 Vote in a particular manner or abstain from voting on any matter under consideration by the Exco or the Association;
7.2.2 Attempt to persuade the Exco or AGM with regard to the exercise of any power, function or activity;
7.2.3 Make any representation to the Exco; or
7.2.4 Disclose any confidential information.

8. Remuneration on Winding Up of the Association.
In terms of section 4 of Schedule 1 of the Companies Act 2008, in the event of the dissolution of the Association, no office bearer shall be entitled to any benefits or distribution of assets. Despite any provision in any law or agreement to the contrary, upon the winding up or dissolution of the Association:
8.1 No past or present office-bearer of the Association is entitled to any net part of the value of the Association after its obligations and liabilities have been satisfied; and
8.2 The entire net value of the Association shall be distributed to one or more non-profit companies carrying on activities within the Republic of South Africa as prescribed in the Companies Act 2008.

9. Attendance at Meetings.
Office-bearers shall conduct themselves with integrity and shall apply diligence in attending meetings or activities of the Association. In terms of section 19 of the Association’s Constitution office-bearers shall:
9.1 Attend Exco meetings as required unless:
9.1.1 Leave of absence has been granted by the Exco;
9.1.2 As allowed by the Association’s Constitution;
9.1.3 Where, due to any conflict of interest, they may recuse themselves from such meeting.
Where any Exco member fails to attend meetings for a period of six (6) months without tendering an apology accepted by the Exco, or leave of absence being granted by the Exco, he or she shall be removed from the Exco and their position on the Exco be filled by another member co-opted by the Exco until the next Association AGM where a replacement member may be elected by the members present or by proxy at the AGM.

10. Contraventions.
Where it is alleged or suspected that any office-bearer has, whether by act or omission, contravened this office-bearers code of conduct the matter shall be investigated and dealt with as provided for in the Association’s Coe of Conduct.
This Office Bearers’ Code of Conduct was formally adopted and ratified by the Association’s Executive Committee at its meeting on 30th July 2019.