The Forum

CONSTITUTION OF THE FORUM

(Established by David Saint (Pty) Ltd)

PART I - FOUNDATIONAL PROVISIONS

1. PREAMBLE

1.1 David Saint (Pty) Ltd establishes The Forum as a living platform for its Travel Companions.

1.2 The Forum exists to nurture dialogue, share knowledge, and strengthen trust between David Saint and its Travel Companions.

1.3 It is a space where Travel Companions receive updates, voice ideas, and participate in shaping their journey with David Saint Advantage and David Saint.

1.4 The Forum reflects our shared belief that trust, transparency, and collaboration are the foundation of a thriving community.

1 5 The Forum is not an oversight body, nor a decision-making authority, but a channel through which Travel Companions’ voices are heard, their experiences valued, and their contributions celebrated.

2. ESTABLISHMENT CLAUSE

2.1 The Forum is hereby formally constituted by resolution of David Saint Board of Directors as the official platform for Travel Companions.

2.2 The Forum shall operate under this Constitution, as adopted and amended from time to time, and shall serve as a consultative and community-building body within David Saint Travel.

2.3 The Forum derives its mandate from the Board of Directors and operates under the custodianship of the Managing Director, who safeguards its ethos, culture, and long-term direction.

3. VISION STATEMENT

The Forum shall pursue the following objectives:

3.1 Transparency and Trust: To foster trust in the management of Travel Bucks™ and the Bank Trust Account through regular reporting and open communication.

3.2 Voice and Participation: To provide Travel Companions with a structured platform to share feedback, raise concerns, and contribute suggestions.

3.3 Community and Belonging: To create a sense of belonging, solidarity, and pride among Travel Companions, recognizing their vital role in the success of David Saint Advantage.

3.4 Growth and Innovation: To encourage the exchange of ideas that support continuous improvement, innovation, and growth within David Saint Advantage.

3.5 Partnership and Alignment: To strengthen collaboration between Travel Companions and the leadership of David Saint, while respecting the defined roles of governance bodies such as the Board, David Saint management, and the Travel Bucks™ Management Committee (TBMC).

PART II - MEMBERSHIP and GOVERNANCE

4. MEMBERSHIP

4.1 Open Membership: All registered Travel Companions are members of The Forum by virtue of their membership in David Saint Advantage.

4.2 Rights of Members: All members of The Forum (Travel Companions) have a right to:

Attend and participate in The Forum meetings.
Receive reports concerning Travel Bucks™ management and related matters.
Propose ideas, raise concerns, and make constructive suggestions.
Elect The Forum Officers in accordance with the Constitution.

4.3 Duties of Members: Members of The Forum have the following duties:

To protect the principle of trust, integrity, and confidentiality.
To uphold the objectives of The Forum.
To engage constructively in proposals and proposals.

5. OFFICERS OF THE FORUM

5.1 The Office of The Forum shall compose of:

Chairperson
Deputy Chairperson
Secretary

5.2 During the first year of the establishment of The Forum there will be transitional appointment of Officers as detailed below:

For the first year of The Forum’s establishment, the Officers shall be co-opted by the Managing Director of David Saint (Pty) Ltd.
These co-opted Officers shall serve for a one-year term.
Co-opted Officers may stand for election at the end of their term.

5.3 The election of the Officers shall be conducted as follows:

At the conclusion of the first year, the inaugural Annual General Meeting shall be convened.
The election of Officers shall form part of the business of this AGM.
The Officers elected at the inaugural AGM shall hold office for a two-year term, with eligibility for re-election.
Officers shall be elected by majority vote of The Forum’s members present at the Annual General Meeting (AGM).
Each Officer shall serve for a term of two years, with eligibility for re-election once.
All Travel Companions who are in good standing and present at AGM shall be entitle to vote.
Elections shall be conducted by secret ballot, administered by an appointed election facilitator.

5.4 The following are roles and responsibilities of the Officers:

Chairperson: Provides leadership, presides over The Forum meetings in line with the principles of this Constitution.
Deputy Chairperson: Assists the Chairperson and acts in their stead when necessary.
Secretary: Keeps accurate records of meetings, maintains communication with members, and manages administrative duties.
The Chairperson, Deputy Chairperson, and Secretary serve as ex officio members of the Travel Bucks™ Management Committee (TBMC).

6. SEPARATION OF ROLES (FORUM vs TBMC)

6.1 Dual Capacity: Officers of The Forum also serve as ex officio members of the TBMC and shall distinguish their roles as follows:

Within The Forum: They represent the interests, voices, and perspectives of Travel Companions.
Within the TBMC: They act as oversight representatives, ensuring Travel Bucks™ is managed strictly in line with approved Terms and Conditions and policies.

6.2 Boundary of Mandate:

The TBMC is not a platform for Travel Companions' issues or grievances. These matters are reserved for The Forum.
TBMC carry oversight responsibilities only and do not bear fiduciary responsibility; such responsibility rests solely with David Saint (Pty) Ltd.

7. CONFIDENTIALITY AND NON-DISCLOSURE

7.1 Confidentiality Information: All discussions, reports, and documents shared within The Forum and between The Forum and the TBMC are considered confidential.

7.2 Obligations: Members and Officers shall not disclose confidential information to third parties without prior written consent of the Board of Directors of David Saint (Pty) Ltd.

7.3 Comprehensive Non-Disclosure Agreement: This confidentiality obligation is binding upon all members of The Forum as if they had signed an individual Non-Disclosure Agreement. Breach of this clause shall be treated as a material violation of this Constitution.

8. ADVISORY ROLE ON POLICIES

8.1 Scope of Suggestions: The Forum may propose suggestions regarding Travel Bucks™ Terms and Conditions, related policies, or any other matter related to their journey in David Saint Advantage.

8.2 Authority: Any amendments to Travel Bucks™ Terms and Conditions and policies, or the implementation of any suggestion made by The Forum remain the exclusive prerogative of the Managing Director and Board of Directors.

PART III - MEETINGS OF THE FORUM

9. MEETING TYPES

9.1 The Forum shall convene the following types of meetings:

Quarterly Meetings: Held every three months to receive reports from the Travel Bucks™ Management Committee (TBMC), provide updates on the Travel Bucks™ and David Saint Advantage, create a platform for Travel Companions to raise ideas, concerns, and suggestions, and review the progress of The Forum’s objectives.
Annual General Meeting (AGM): Held once per calendar year to receive reports on Travel Bucks™ management and external audit findings, elect Officers, discuss the overall journey of Travel Companions with David Saint Advantage, and deliberate on suggestions to be submitted to the TBMC or Managing Director.
Ad Hoc Meetings: May be convened by the Chairperson, Deputy Chairperson, Secretary, Managing Director, or Members when urgent or extraordinary matters arise requiring immediate discussion, either:

i) By resolution of the Officers.

ii) Members written submission to the Managing Director.

iii) At the request of the Managing Director in line with their special powers.

10. SAFEGUARD AGAINST ABUSE OF AD HOC MEETINGS

10.1 Ad Hoc Meetings may be convened in addition to Quarterly Meetings and the Annual General Meeting under the following conditions:

Authority to Call: Ad Hoc Meetings may be called by the Chairperson, Deputy Chairperson, Secretary, Managing Director, or Members where urgent or extraordinary matters arise requiring immediate discussion.
Member-Initiated Meetings:

i) Travel Companions may request an Ad Hoc Meeting provided the request is signed by at least 30% of Travel Companions in good. standing (Travel Bucks™ Fee and Operational Support Fee are up- to-date).

ii) If The Forum Officers fail to convene a Quarterly Meeting, AGM, or an Ad Hoc Meeting requested by Members within 30 days of the scheduled or requested date.

iii) A petition signed (physically or electronically) by at least 30% of Travel Companions in good standing shall compel the Officers to convene such a meeting within 21 days of receipt of the petition.

iv) Should the Officers fail to act within this 21-day period, the petitioning members shall have the authority to convene the meeting themselves, and request the Managing Director's presence, provided notice is given to all members at least 14 days in advance.

v) Any decisions taken at such a duly convened meeting shall be binding as if the meting was called by the Officers, subject to the provisions of this Constitution.

Frequency Limitation: Ad Hoc Meetings may not be convened more than twice in a single quarter, unless expressly authorized by the Managing Director.
Scope of Business: The notice of an Ad Hoc Meeting must clearly state the business to be transacted, and no other business shall be discussed.

10.2 Notice of Meetings: The following notices are required for any meeting to be called:

At least 21 days’ written notice shall be given for the AGM.
At least 14 days’ written notice shall be given for Quarterly or Ad Hoc meetings, unless urgency requires a shorter notice period.
Notice shall include the agenda, time, venue, and any supporting documents.

10.3 Quorum: Meetings are convened by The Forum Officers, except in circumstances where the Managing Director exercises special powers to ensure compliance with this Constitution.

A quorum for any Quarterly Meeting, Annual General Meeting, or Ad Hoc Meeting of The Forum shall consist of at least 30% registered Travel Companions who are present and in good standing.
In addition, at least two Forum Officers (one of whom must be either the Chairperson or Deputy Chairperson) must be present for the meeting to be duly constituted.
If a quorum is not reached within 30 minutes of the scheduled start time, the meeting shall be adjourned and reconvened within 14 days, at which time the members present shall constitute a quorum.
The Managing Director of David Saint, may attend meetings of The Forum by invitation of the Officers or Members in respect of an Ad Hoc Meeting but shall not be counted towards quorum and shall not vote.

10.4 Decision-Making: Decisions of The Forum consist consist of the following:

Decisions shall be made by a simple majority vote of members present and eligible to vote.
Each member has one vote.
Voting may be conducted by a show of hands, yay or nay, or as determined by the Chairperson.
In the event of a tie, the Chairperson shall have the casting vote.

10.5 Record-Keeping: Records are kept by the Secretary as per the following:

The Secretary shall ensure accurate minutes of all meetings are kept.
Minutes shall record discussions, decisions, resolutions, and suggestions submitted to the TBMC or the Board, through the Managing Director.
Approved minutes shall be made available to all Forum members in a timely manner.

10.6 Reporting:

After each Quarterly Meeting, Ad Hoc Meeting, or the AGM, the Officers of The Forum shall prepare a written report summarizing proceedings.
This report shall be shared with the Travel Companion community, the TBMC, the Managing Director, and the David Saint Board of Directors.

11. ROLES, RESPONSIBILITIES AND LEADERSHIP

11.1 David Saint Board of Directors: David Saint Board is the originator and visionary of The Forum.

The Board established The Forum as the platform for Travel Companions to engage, receive reports, and contribute suggestions.
The Board affirms its commitment to ensuring The Forum reflects the ethos, culture, and long-term direction of David Saint Advantage.

11.2 Managing Director (MD): The Managing Director serves as the custodian of The Forum’s ethos, culture, and long-term direction.

The Managing Director is not a member of The Forum and holds no voting rights in its deliberations.
The MD may attend meetings by invitation or request to address The Forum but cannot convene meetings unless exercising the special powers set out below.

11.3 Although not a member of The Forum, the MD holds special safeguarding powers:

Convening Powers: If The Forum Officers fails to convene Quarterly Meetings, the Annual General Meeting, or any Ad Hoc Meeting formally requested by The Forum Members, the MD may call and convene such meetings to ensure continuity.
Integrity Safeguard:

i) The MD ensures The Forum conducts its business in line with its founding principles and long- term vision.

ii) The MD must act to prevent capture, dominance, or abuse of authority by any Officer or Member.

Oversight in Petitions: Any petition for Vote of No Confidence in an Officer must be submitted to the MD, signed by at least 30% of Members in good standing. The MD shall investigate and, if satisfied that grounds exist, call an Ad Hoc Meeting for members to deliberate and vote.
Facilitator Role: The MD ensures the smooth and proper functioning of The Forum and acts as a neutral custodian, not a participant, in its deliberations.
Limits of Authority:

i) The MD’s safeguarding role does not override the autonomy of The Forum Members in their deliberations and decisions.

ii) The MD may guide and protect processes, but outcomes belong

solely to the Members within the scope of this Constitution.

12. CONFLICT OF INTEREST

12.1 Officers must disclose any conflict of interest arising from their dual role as Officers of The Forum and TBMC representatives.

12.2 When acting in TBMC, Officers are bound by oversight duties and cannot use that platform to pursue Member-specific grievances.

13. PETITION AND ACCOUNTABILITY MECHANISM

13.1 A petition for Vote of No Confidence in any Officer requires support from at least 30% of The Forum Members.

13.2 The petition must be submitted in writing to the Managing Director, citing clear grounds, who investigates and decides if an Ad Hoc Meeting is warranted.

13.3 If warranted:

The MD calls an Ad Hoc Meeting within 14 days.
Quorum rules apply.
A two-thirds majority of Members present is required to pass the motion.
If passed the Officer is removed from office but remains an ordinary Member.
The MD appoints an interim Officer until the next Quarterly or AGM, when elections are held.

PART IV - DISPUTE RESOLUTION

14. PRINCIPLES

Disputes within The Forum shall be handled in a manner consistent with the ethos, culture, and long-term direction of The Forum, emphasizing fairness, transparency, and community trust.

14.1 Scope of Disputes: This part applies to disputes concerning:

The conduct of Officers.
Election or removal of Officers.
Member-to-member conflicts affecting the functioning of The Forum.
Procedural irregularities in convening or conducting meetings.
Any matter materially affecting the ability of The Forum to carry out its mandate.

14.2 Resolution Process:

Stage One - Informal Resolution:

Members and Officers make every effort to resolve disputes amicably through dialogue.

Stage Two - Escalation to Managing Director: If informal resolution fails, the matter shall be referred in writing to the Managing Director. The MD shall:

i) Investigate the matter impartially.

ii) Consult with the Officers and, where necessary, the wider membership.

iii) Take steps to mediate and restore harmony.

Stage Three - MD Determination:

Where mediation is unsuccessful, the MD may issue a written determination, which shall be binding on Officers and Members of The Forum.

Stage Four - Escalation to the Board:

If the MD is unable to resolve the matter satisfactorily, the dispute shall be referred to the Board of Directors of David Saint (Pty) Ltd. The Board’s decision shall be final and binding.

14.3 Safeguards Against Capture:

The Managing Director shall act to prevent the capture of The Forum by a group of Members, including Officers, and shall ensure the smooth functioning of The Forum in line with its founding principles.

PART V - AMENDMENTS, DISSOLUTION AND ADOPTION

15.1 The following principles will apply in in respect of any amendments to this Constitution:

Any Member may propose an amendment with the support of least 30% of members in good standing.
Amendments require two-thirds majority vote of Members present at an AGM or Ad Hoc Meeting.
All amendments must be ratified by the Board of Directors of David Saint.
Ratified amendment take effect immediately unless otherwise specified and must be communicated within 14 days.

15.2 The following events should take place to dissolve The Forum:

The Forum may only be dissolved by the Board of David Saint (Pty) Ltd.
Prior to dissolution, the Board shall consult with the Managing Director and The Forum Officers.
The Board shall ensure continuity of Travel Companion engagement through alternative mechanisms.

15.3 This Constitution of The Forum is hereby adopted and established by David Saint (Pty) Ltd as the official platform for Travel Companion engagement, dialogue and representation.