1. NAME AND STATUS
1.1 The Association shall be known as the Association of Meat Importers and Exporters.
1.2 The Association shall constitute a legal persona and shall exist independently of its members.
1.3 It shall accordingly have perpetual succession, notwithstanding any change in the number or identity of its members from time to time.
1.4 It shall have the right to sue and be sued in its own name and to buy and sell property.
1.5 It shall not be carried on for purposes of gain and the income and assets of the Association shall be applied towards the promotion of the Objects, for which it is established.
1.6 No part of that income of those assets, directly or indirectly, by way of dividend or otherwise, shall accrue to members of the Association.
1.7 The Association shall not be entitled to carry on any trading or other profit making activities, participate in any business, profession or occupation, carried on by any of its members, or provide to any of its member’s financial assistance or continuous services, or facilities, for the purpose of carrying on any business, profession or occupation.
In these presents, unless contrary to the context, words importing any gender, includes other genders; a natural person includes an artificial person and vice versa; the singular includes the plural and vice versa; and the following words or expressions shall have the meanings respectively assigned to them, namely:
• Annual General Meeting – means the general meeting of the members convened in terms of section 13 below.
• Association – means the Association of Meat Importers and Exporters and Wholesalers of such meat.
• Executive Committee – means the executive committee referred to in section 21, or also named the Council of the Association.
• Meetings – means annual general meetings or special general meetings, as the case may be.
• Members – means the existing members and any persons who shall have been elected members in terms of these present, save that it shall only include “ordinary” Members, but shall not include, except where the context otherwise implies, Associate Members or Honorary Life Members.
• Month – means a calendar month.
• Office – means the office of the Association.
• Meat Industry – means the industry in Southern Africa, which imports and exports, or purveys imported meat products, for human consumption, manufacturing and/or industrial usage.
• Secretary – means the duly appointed Secretary of the Association and includes any person acting as such during the absence of the Secretary.
• Special General Meetings, or General Meetings – means all the meetings of tile Members, other than Annual General Meetings.
• These Presents – means this Constitution, rules and regulations of the Association and any alterations, deletions, amendments, or variations made hereto from time to time. In case of doubt as to the meaning, interpretation or the provisions of this Constitution, rules and regulations, the Association in General Meeting, shall be the final arbiters and its decision shall be binding upon members. Should any question arise which is not provided for in this Constitution, the Association in General Meeting, shall have the power to determine the same.
• Meat – means the meat and industrial derivative products derived from Bovine, Ovine, Pork, Poultry, Game and Fish.
The head office of the Association shall be in Johannesburg, in the Gauteng Province, or such other place as the members of tile Association may from time to time determine.
4. RIGHTS OF MEMBERS
4.1 Membership of the Association shall not entitle any member the right to any of the monies, property or assets of the Association, but only confers upon such members the privilege of membership, subject to such changes and restrictions as the Association may from tirne to time impose and subject to the regulations in force for the time being.
4.2 A member whose application has been accepted, shall be bound by this Constitution of the Association and of any branch or section thereof, which are then in force, or which subsequently may be altered or amended and in force at any future time. No person or member, shall be absolved from the effect and application of the Constitution, by reason of the fact that he may not have received a copy thereof.
5. LIABILITY OF MEMBERS
The liability of mernbers is limited to the amount of unpaid subscriptions, or other monies owing by them to the Association.
6. OBJECTS OF THE ASSOCIATION
The objects of the Association shall be:
6.1 To promote, encourage and to protect the interests of the Association members and to deal with all such matters as may affect the common interests of the Members.
6.2 To encourage and ensure co‑operative efforts in all matters pertaining to the interests of Members who are engaged in meat import and export and engaged in manufacturing and wholesale, with such meat.
6.3 To confer and collaborate with all, or any bodies controlling and/or administering and/or associated with the Meat industry in Southern Africa and elsewhere, and to convey views and‑ recommendations to all concerned, in an endeavour to improve the meat import and export business and wholesale and manufacturing industry, that utilises such meat. Specifically, to endeavour to facilitate exports of meat for Southern Africa.
6.4 To disseminate among its Members, information on all matters affecting the Meat industry and to print, publish, issue and circulate such papers, periodicals, books, circulars and other literary undertakings, as may seem conducive to any of these objects, and to correspond with any similar Associations in other country and to obtain any information with regard to the meat import, export and imported meat wholesale industry.
6.5 To seek and maximise official recognition of the Association.
6.6 To promote and safeguard the common interest of Members in their activities as Meat importers and exporters, particularly to represent Members in their dealings with the South African Government, other Governments in Southern Africa, the respective Customs bodies, Board of Trade, Veterinary Services, other regulatory bodies and where necessary other industries.
In this regard the Association will, if deemed to be in the Member’s interest, and if possible, nominate representatives for appointment to the various regulatory bodies.
6.7 To do such lawful things ancillary and/or incidental to any of the aforegoing conducive to and/or calculated to bring about the attainment of the above objects, and to carry out and give effect thereto in such a manner as the Association may deem necessary in the interests of its Members.
6.8 To investigate all grievances and complaints and to deal with such matters as may be referred to it, if it is considered desirable to do so in the general interest of the Association and its members.
6.9 To promote, support or oppose any legislation or any other measures affecting the rights, or objects of the Association and its members, and if necessary, to incur expenditure in connection therewith.
6.10 To promote ethical business practice amongst all Association members and in the meat industry in general.
7. POWERS OF THE ASSOCIATION AND ITS EXECUTIVE
Subject to the provisions of clause 1 above, the Association shall have all such powers as are necessary for the proper attainment of the objectives set out in clause 6 above and shall, in particular, have the following express powers:
7.1 To acquire any movable, or immovable property for the Association and to advance its objects and to maintain, improve and alter any of the Association’s property.
7.2 To institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or its officers, or otherwise concerning the affairs of the Association. The Association may authorise the executive committee to sign such documentation and to take such steps necessary, in connection with such legal proceedings.
7.3 To open bank and/or building society accounts in the name of the Association and to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with the business and affairs of the Association.
7.4 To invest and deal with the monies of the Association not immediately required for the purposes of the Association upon such security and upon such terms as it may think fit and from time to time vary or realise such investments.
7.5 To secure the fulfilment of any contracts or engagements entered into by the Association.
7.6 To establish, promote or assist in establishing or promoting and to subscribe to or become a Member of any association or society whose objects are similar to the objects of the Association. Or the establishment or promotion of which may be beneficial to the Association, provided that no subscription be paid to any association out of the funds of the Association except bona fide in furtherance of the interest of the Association.
7.7 To support and subscribe to any institution or society which may be for the benefit of the Association.
7.8 To borrow or raise and give security for money by the issue of bonds, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Association, or by mortgage of all or any part of the property of the Association.
7.9 Subject to the provisions of clause 1 above, to make donations, loans, exchanges, leases and any other forms of contract whatsoever, including sales and purchase of property of any kind whatsoever.
7.10 To appoint and fix the remuneration of the auditors of the Association.
7.11 To appoint or employ such advocates, attorneys, agents, brokers, officers, secretaries, clerks, servants, for permanent, temporary or special services as it may from time to time determine. It may also determine, fix or vary such emoluments, duties, or other conditions of service or security as it may see fit. It may terminate any appointment or contract of employment or suspend or discharge any employee, subject to the conditions of the South African Labour Relations Act November 1996, as amended from time to time.
7.12 To establish regional branches or offices if so required.
7.13 To create different classes of membership as the Association deems necessary from time to time.
7.14 To purchase, hire or otherwise secure suitable premises for the Association and to provide necessary furniture, books, papers, fittings, equipment and other property necessary for the functioning of the Association.
7.15 To engage and dismiss employees of the Association, fix their remuneration and define their duties.
7.16 To frame and enforce rules for the purpose of administering the affairs of this Association, not inconsistent with the Constitution of this Association or any law.
7.17 To regulate procedures for the Executive Committee.
7.18 To appoint sub‑committees from time to time, to investigate and make recommendations to the Executive Committee.
7.19 To authorise a representative officer or official or other persons, to sign any or all documents in the name or on behalf of the Association, including any power of attorney.
7.20 To further the objects of the Association generally and to deal with matters arising between General Meetings and to do and carry out all its purposes, aims and objects and to do all such things which in the opinion of the Executive Committee are in the interests of the Association, with the exception of those that by this Constitution, are required to be carried out by the Association in General Meeting.
8.1 The Members of the Association shall be:
• Ordinary Members who shall include (i) all those members at the date of the adoption of these presents and (ii) such nominees of unincorporated partnerships and associations (hereinafter called nominated members) and such persons, incorporated companies or associations, as are from time to time duly elected as members of the Association.
• Associate Members elected by the Association, shall be any individual, firm or corporation, having financial and business interest, in common with those composing the regular Ordinary Members, but not qualifying as an Ordinary member, shall be eligible to the Association as an Associate Member.
• Honorary Life Members, shall be any person who has contributed his time, energies and interest beyond the call of duty, to the welfare of this industry, through the Association, and who in the judgement of 60% of the members of the Executive of the Association, is deserving of special honour and tribute, may be elected to hold honorary membership in recognition of such contributions. Save for Honorary Life Member, any applicant for membership, shall indicate in which of the categories specified above, the application for membership is made.
8.2 Any person, or incorporated company or Association, or Group of two or more Companies controlled by one member company of such group, or any incorporated partnership or Association directly engaged in the trade or business of the importation or exportation of meat, or in the wholesale distribution of such meat, shall only constitute one member of the Association.
8.3 A register of Members shall be kept by the Association, containing the names and addresses and category of all members and in the case of a nominated Member, the name and address of the partnership or unincorporated association by whom he was nominated, together with the date of his nomination.
8.4 Any applicant for membership shall indicate which of the categories specified in paragraph 1 of section 8, the application is made.
8.5 Reference to a Member in these articles shall include Ordinary members, but shall not include, except where the context otherwise requires, Associate Members or Honorary Life Members.
8.6 No person or incorporated company shall be elected as an Ordinary member, unless he or it shall first be approved by the Council and shall sign and deliver to the Association a written consent to become a member and to be bound by the Articles of Association, such agreement to be in such terms as the Executive shall require.
8.7 Every Member, being an incorporated company or association, may from time to time, by resolution of its directors or other governing body, nominate some person being a director, the secretary or an employee of such incorporated company or association, to act as its representative at any meeting of the
8.8 The Executive shall have the power to elect individual persons or ‘incorporated companies connected with, but not directly engaged in the trade or business of the importation and exportation of meat, or in the wholesale distribution of such meat, as Associate Members of the Association, who shall have such rights and privileges other than the right to vote at any general meeting of the Association as the Executive shall from time to time determine.
8.9 The decision of the Executive on all questions affecting the qualification approval, election, registration and representation of Members, shall be final and conclusive.
8.10 Applications for membership shall be in writing in such form or forms as the Association may from time to time decide and shall contain such information and particulars, together with such verification thereof, as the Association may require. The Executive in its discretion, may provide an applicant with a copy of the Constitution of the Association, including the terms and conditions prescribed by the membership of the Association from time to time.
8.11 The Association shall have the right to vary, amend or alter the form or forms of application and/or proposal for membership.
8.12 Each Member of the Association, shall be entitled to be represented at all meetings of the Association, by a nominated representative or an alternate to such a representative, subject to written notice having been given to the Secretary of the Association.
8.13 On election of a Member, the Secretary of the Association shall notify such person and he shall be entitled, on application therefor, to a copy of the Constitution of the Association.
8.14 A Member may resign its membership by giving written notice of its resignation to the Secretary at least three (3) months prior to the end of the Association’s financial year. A Member who resigns, shall not be entitled to any refund on subscriptions paid to the date of resignation and will b obliged on resignation, to immediately pay all arrear subscriptions.
9. MISCONDUCT, EXPULSION AND DISQUALIFICATION
9.1 A Member may be fined, expelled or suspended from the Association by the Executive Committee, for:
(i) Being in arrears with subscriptions by more than six months, or;
(ii) For public dissociation with the majority view of the Association, in a way detrimental to the objects of the Association, or;
(iii) For acting in a manner contrary to the principles of this Association, or be in breach of the Constitution of this organisation, or;
(iv) He is made bankrupt or compounds with his creditors, or being a corporation, if an order be made or resolution passed for the winding up thereof.
(v) He is declared mentally insane, in terms of the applicable laws of the Republic of South Africa.
(vi) Is guilty of misconduct, or of an act, as a Meat Importer, Exporter, or trade thereof, which materially prejudices the interests and reputation of the Association, or unlawfully prejudices the interests and reputation of any of the members of the Association, or;
(vii) Introduces into the Association, or any meeting of the Association, any person whose presence therein shall be prejudicial to the interests and reputation of the Association, or objectionable to the Members as a whole.
9.2 Should any ineligible applicant be inadvertently admitted as a member, the Executive may declare his election void and it shall give him notice to that effect. It may in its sole discretion return to such applicant any subscription or entrance fee paid by him and the applicant shall cease to be a member admitted and his name shall be erased from the register of members.
9.3 Any Member whom the Executive of the Association proposes to fine, suspend or expel, or who is alleged to have been guilty of conduct referred to in clause 9.5, shall, by not less than 4 days’ notice delivered personal or addressed by registered letter or telefax to its address or telefax numbers provided by the Member, or to its last known address, be required to appear before a meeting of the Executive committee held to deal with the matter. All reasons for the proposed fining, suspension or expulsion and/or nature of the alleged conduct, as the case may be, shall be set out in this notice. A fine shall not exceed one year’s subscription.
9.4 At the meeting of the Executive Committee, the Member concerned, may be represented by its representative or by a person authorised in writing and such member shall be given an opportunity of defending his case. He may call witnesses in support of his case. Should the Member refuse or fail to exercise this right, the Executive Committee may deal with the matter in the member’s absence during the same meeting. Within 14 days of such meeting, the Executive shall notify the decision either by personally delivered notice, or by registered letter.
9.5 A Member fined, suspended or expelled from the Association shall, by written notice delivered to the Secretary of the Association not more than days after the date of fining, suspension or expulsion, as the case may be, be entitled to appeal to a General Meeting of Members of the Association, which the Secretary shall on receipt of the notice, forthwith convene in terms of the relevant clauses of this Constitution
9.6 A Member who has been suspended or expelled, may be re‑admitted to the Association on such conditions as the Executive Committee may determine. If an applicant for re‑admission considers the conditions fixed by the Executive Committee unreasonable, lie may appeal to the next General meeting of the Association.
9.7 Any Member whose application for membership has been rejected, shall not be entitled to seek election again for one year of the date of such rejection. If however it should appear that the rejection has been made under a misapprehension or mistake as to identity or incorrect information having been given, the Executive Committee shall have the power to reappoint tile Member forthwith.
9.8 The hearing and investigation of any complaint as to the conduct of a Member and the procedure to be adopted in connection therewith, shall be in the sole discretion of the Executive Committee, provided however, that the affected Member whose conduct is the subject of the complaint and investigation, shall have been notified in writing of the complaint. Such notification to set out the reasons for and the nature of the complaint. The Executive Committee shall also take any reasonable steps to bring to the Member’s notice the nature thereof, by giving notice of the Executive Committee Meeting in the normal manner and by posting a registered letter to the Member’s postal or residential address and provided that such a Member shall be afforded an opportunity of replying to any such complaint and shall be entitled to attend and address the Executive Committee meeting.
9.9 The powers and the duties of the Executive Committee as set out herein, shall not be delegated to any other sub‑committee or body.
9.10 The decision of the Executive Committee shall be notified to such Member by posting a registered letter to such Member at his registered postal or residential address.
10. ENTRANCE FEE
In addition to an annual subscription fee, there shall be are entrance fee, the amount of which shall be determined by the Association in General Meetings from time to time. It shall be paid with the lodging of application of membership and if not so paid, the application shall be invalid. Entrance fees together with any interest accrued, shall be utilised to administer the Association and to promote the objectives of the Association in such a manner as the Executive Committee shall decide.
There shall be an annual subscription levied on all Members. The amount of the subscription for each Member shall be determined by the Association in General Meetings from time to time. Subscriptions together with any interest accrued, shall be utilised to administer the Association and to promote the objectives of the Association in such a manner as the Executive Committee shall decide.
A USE OF FUNDS RECEIVED BY THE ASSOCIATION
The Association will not directly or indirectly distribute any of its funds or assets, including its funding derived from the red meat levy income, to any person other than in the course of furthering its objectives and will utilise substantially the whole of its funds for the sole or principal object for which it has been established.
12. PAYMENT OF SUBSCRIPTIONS
All subscriptions in respect of any year, shall be paid within 3 (three) calendar months of the commencement of the Association’s financial year. A Member who has not paid his subscription within 6 (six) months after it becomes due and payable, shall not be allowed to continue as a Member. At the end of this 6 (six) month period, a defaulting Member shall cease to be a Member of the Association, without notice, and his name shall be erased from the Register of Members.
13. ANNUAL GENERAL MEETINGS
13.1 Shall be held at such time and place as the Executive committee shall determine, provided that the first Annual General Meeting is held within two calendar months of the registration of the Constitution. Thereafter annually, and not later than three (3) months after the end of the Association’s financial year. 13.2 Notice of the date, time and place for the holding of the meeting, shall be posted by letter to each Member of the Association at his registered address, as appearing in the Register of Members. This will be done at least 21 days prior to the date fixed for the holding of the meeting and shall be deemed to having been received members within 8 days of posting. 13.3 Proceedings at Annual General Meeting: 13.3.1 At the Annual General Meeting, the Executive Committee shall present an audited Balance Sheet and Income Statement, for the preceding financial year, together with its Report. 13.3.2 The ordinary business to be conducted at the Annual General Meeting shall be as follows:
– to confirm the Minutes of the previous Annual General Meeting and the last Special General Meeting, held prior to the Annual General Meeting;
– to receive and consider the financial statements for the preceding financial year with auditor’s report thereon;
– to elect the Chairman of the Association;
– to elect the Vice Chairman of the Association;
– to elect the Association’s Auditors and approve their remuneration for previous year.
– to appoint the Secretary of the Association.
– to nominate representatives for appointment to any board, committee or body, that in the view of the Executive, it is in the Association’s best interest to be associated with.
– to consider and pass, with or without modification, or to reject any proposed resolutions submitted to the meeting and concerning the affairs of the Association of which due and proper notice has been given in clause 14.
– any other business of which the notice has been given in terms of clause 14.
13.4 Notice of any proposed resolution adding to, repealing or amending any of the Constitution clauses, shall be given, personally by hand, or by telefax, or E‑Mail, to the Executive, at least 28 days prior to the date of the Annual General Meeting.
14. SPECIAL OR EXTRAORDINARY GENERAL MEETING
14.1 Special General Meetings, other than the Annual General Meeting, shall be held at least once every 12 months, to conduct the main business of the Association. The Executive Committee shall issue a written Notice to its members at least 21 days prior to the date fixed for the meeting and specifying the purpose of such meeting. The date, time and venue will be determined by the Executive Committee.
14.2 The Secretary shall convene Extraordinary General Meeting of the Members of the Association, upon receiving a requisition in that behalf, signed by Members representing not less than 40% of the total votes of the Members. Such requisition shall specify any resolution(s) proposed to be moved or other business to be discussed. Due notice to be given, as in clause 14.1.
14.3 The accidental omission to give notice of a meeting to, or the non‑receipt of such notice by, any person entitled to receive notice thereof, shall not invalidate any resolution passed or proceeding had, at any general meeting.
15. RECORDS AT GENERAL MEETINGS
The Executive Committee shall cause proper records of all General Meetings to be kept and shall further cause minutes to be kept of all Resolutions and all proceedings taken at any meeting. Upon confirmation in terms of clause 16, as the case may be, all such Minutes shall be duly entered into books property kept and provided for that purpose. Any such Minutes, or an extract therefrom, signed by the Chairman of the meeting which they are certified shall be prima facie evidence of the matters stated therein.
16. QUORUM AT GENERAL MEETINGS
The quorum for a General Meeting of Members shall be Members representing 30% of the total votes of the Members. Provided that if there is no quorum present within 60 minutes after the time fixed for the meeting, the meeting will be cancelled and the procedures for the holding of a General Meeting will once again have to be complied with. No business shall be transacted by any General Meeting, unless a quorum is present.
17. CHAIRMAN AT GENERAL MEETINGS
It shall be the Chairman of the Association, or in his absence, the Vice Chairman. Should both be absent, the Members present and who are entitled to vote at an Annual General Meeting, shall elect the Chairman for that meeting from amongst the Members present.
18. ADJOURNMENT OF GENERAL MEETINGS
The Chairman of any General Meeting, may with the consent of the meeting decide by majority vote, at which a quorum is present, to adjourn the meeting from place to place and from time to time, but no business shall be transacted at any adjourned meeting, other than that business left unfinished at the meeting from which adjournment took place.
Whenever a meeting is adjourned for more than 30 days, notice of the adjourned meeting shall be given in the same manner as of the original meeting.
19. VOTING OR BALLOTING
19.1 At all General Meetings a resolution put to the vote of the meeting shall be decided on a show of hands by a majority of the members present in person and entitled to vote, unless before or upon the declaration of the result of the show of hands a poll be demanded by the Chairman or at least five members present and entitled to vote or by any member or members representing one tenth of the total voting rights or all the members entitled to vote. 19.2 nless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or has been carried unanimously or by a particular majority, or loss or not carried by a particular majority and an entry to that effect in the minute book of the Association shall be conclusive evidence thereof, without proof of the number or proportion of the votes recorded in favour of or against that resolution. 19.3 Subject to the provisions of Article 34, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner as the Chairman of the meeting shall direct and the result of tile poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 19.4 No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment. 19.5 In the case of an equality of votes whether on show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote. 19.6 The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. 19.7 Each Member shall be entitled to appoint a proxy to vote at any meeting. The instrument appointing the proxy, shall be in writing under the hand of the Member or officer of the Member, or duly authorised agent, if the Member is a body corporate. No person shall act as a proxy unless he is a Member of the Association or a representative duly appointed by an eligible Member as per the articles of the Association. 19.8 The instrument of proxy shall be deposited at the registered office of the Association not less than 48 (forty eight) hours before the holding of a meeting at which the person named on the instrument proxy proposes to vote, failing which the proxy shall not be entitled to vote at the meeting. No instrument of proxy shall be valid for longer than 2 (two) months from the date it was signed. 19.9 The proxy must contain the following information:
– the name of the Member.
– the statement that the Member appoints a particular person, or failing him, another
– person (if appropriate) as the Member’s proxy.
– the meeting at which tile Member is entitled to vote.
– the manner in which the proxy shall vote on each resolution, or whether the proxy may vote as he thinks fit.
20. VOTING OR BALLOTING
20.1 The Executive Committee shall consist of:
– a Chairman, who shall be a Member of the Association, or authorised representative of a Member, who is not a natural person;
– a Vice Chairman who shall be a Member or the authorised representative of a person who is not a natural person.
five (5) additional Members of the Association, or the authorised representatives of persons.
– Each elected Member of the Executive Committee, shall hold office for the period concluding with the end of the Annual General Meeting of the Association after that in which he was elected and upon the expiry of such a period, such member shall automatically retire from office, but shall be eligible for nomination and re election as a member of the Executive Committee.
20.2 Nominations for the office of Member of the Executive Committee shall be signed by two members of the Association, save for the retiring members of the Executive Committee. 20.3 No member, save for the retiring Member of the Executive Committee, may stand for election as an Executive Committee Member thereof, unless nominated in terms of 20.2 above. 20.4 Any Executive Committee Member absenting himself without leave of the Executive Committee for more than three (3) consecutive meetings, of which due notice has been given, shall automatically cease to be a Member of the Executive Committee. 20.5 In the event of any Member of the Executive Committee elected to such office at any Annual General Meeting ceasing to be a Member of the Executive Committee for any reason whatsoever, the Association in General Meeting shall have the power to fill such a vacancy for the remainder of the period of office of such Executive Committee Member. 20.6 The Association may from time to time in General Meeting, increase or reduce the number of Members of the Executive Committee and determine in what rotation such increased or reduced number shall go out of office and may make the appointments necessary for effecting any such increase. 20.7 Three (3) members of the Executive Committee, shall constitute a quorum of the Executive Committee, for the transaction of business and save for the procedures prescribed in this Constitution, will adopt its own rules of procedure and may provide for its own regular or stated meetings. The meeting, at which a quorum is to be present, shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Executive generally. 20.8 The Chair shall be taken at every meeting of the Executive Chairman, by the Chairman and in his absence, by the Vice Chairman or in the absence of both, by a Member of the Executive to be chosen by the Members present. 20.9 Proper minutes of proceedings shall be taken at all meetings of the Executive and note to be made of all appointments of all the officers. A Resolution in writing, signed by all the Members for the time being of the Executive, shall be as valid and effectual as if it had been passed at a meeting of the Executive duly convened and constituted. 20.10 The Executive Committee shall have the power to co opt additional members to the Executive Committee where necessary arid in particular for the purpose of more adequately representing other interest groups in the industry or in certain regions in the industry. They will fold office for such period as the Executive Committee nay decide, but not for a longer period than to the next Annual General Meeting.
21. DISQUALIFICATION OF THE ASSOCIATION EXECUTIVE COMMITTEE MEMBERS
The office of a Member of the Executive Committee shall ipso facto be vacated if:
– a receiving order is made against him, or he makes any arrangement or composition with his creditors;
– if he becomes of unsound mind;
– if he ceases to be a member of the Association or a Member’s representative;
– if by notice in writing to the Executive, lie resigns his post;
– if he is pecuniarily concerned with any contract made with the Association, provided that no Member of the Executive shall vacate his office by reason only of his receiving payment for out of pocket expenses, interest on money lent, or rent of premises demised to the Association;
– when a Member is of the opinion that any office bearer is not performing his duties satisfactorily, the Member will be entitled to put to a vote in General Meeting, a motion for the removal from office of said office bearer, provided that at the written request of not less than 40% of the members, a ballot shall be taken to determine whether or not the said office bearer shall be removed from office. The provisions of this clause shall apply mutatis mutandis to a motion, put to the vote, in favour of reinstatement of an office bearer who has been removed from office.
22. MANAGEMENT OF THE AFFAIRS OF THE ASSOCIATION
The management and control of the affairs of the Association shall vest in the Members in General Meeting of the Association. The Executive Committee shall have only those powers entrusted to them from time to time by the Members of the Association in General Meeting, provided that Executive Committee shall at all times report back to and advise the Association at the next General Meeting of any progress in regard thereto and provided further that the Executive Committee may not bind a Member of the Association or the Association itself, without prior consent of the Members in General Meeting.
The Association in General Meeting shall be empowered and entitled to appoint representatives of the Association to various ad hoc committees of the Association to investigate and report on any matter on which the Association deems necessary. Such Committees shall no powers to bind or in any way represent the Association and their sole function shall be to advise the Association of their finds, unless a Committee Member is specially mandated to represent the Association by the Members in a General Meeting.
24. BOOKS OF ACCOUNT AND RECORDS
24.1 The Association shall at all times cause such records, books, notes and accounts to be kept as may be necessary to reflect the affairs and finances of the Association.
24.2 The Association’s books of account shall be maintained by the Secretary and be available for inspection by any Member during normal business hours, provided that such Member has given the Secretary not less than two (2) business days notice of its intention to inspect the books.
24.3 The Executive Committee shall cause audited annual financial statement to be prepared each year, which audited financial statements shall be tabled at the Annual General Meeting of the Association, held as previously prescribed, after the production of the audited financial statements.
24.4 The Financial Year of the Association, shall commence on the first day of October every year.
25. AMENDMENTS TO THE CONSTITUTION
The Constitution, Rules and Regulations of the Association, or any part thereof, shall not be repealed or amended, and no new rules shall be made, save by resolution adopted at a meeting at which Members holding an aggregate of not less than 70% (seventy percentum) of the total votes of all the Members are present in person or by proxy and the resolution has been passed by at least 60% of the votes which are capable of being voted by those present.
The Association may be dissolved by Resolution passed at a Special General Meeting, called for that purpose, provided that such a resolution is passed by a majority of 70% (seventy percentum) of the votes of the Members of the Association present in person or by proxy and entitled to vote. In the event of such a Resolution being passed, the meeting shall also have the power to pass a Resolution by majority vote for the appointment of a liquidator and the disposal of the assets and surplus funds of the Association, after winding up and after the payment of all the debts and obligations of the Association. The assocation will at its dissoultuion transfer any surplus assets or funds to any public benefit organistion approved by the Commissioner (as defined in the Income Tax Act, 58 of 1962 as amended) or public benefit organistion approved in terms of Section 30 of the said Income Tax Act.
The affairs of the Association and the proceedings of and discussions at all meetings of the Association and the Executive Committee thereof, shall be confidential, unless stated in writing to the contrary by the Executive Committee. Any Member violating this confidence shall be considered to have contravened this Constitution and may be dealt with in terms of the disciplinary clauses herein. The confidential information of any Member shall not be released to any third party, unless the Member has issued a notification in writing beforehand, confirming that the information may be released.
Office bearers shall be indemnified by the Association against claims arising against them by reason of an office bearer’s performance of his legitimate duty for the Association.