1 NAME
| The name of the Association shall be “THE SOUTHERN AFRICAN MACADAMIA GROWERS’ ASSOCIATION”.Special consideration may be given by the Board, to membership of growers and grower organisations as well as individuals in other countries. |
2 HEADQUARTERS OF THE ASSOCIATION
| The Board shall decide from time to time
as to where the association’s
headquarters will be located. |
3 CORPORATE STATUS
The
Association shall be a body corporate having an
existence independent of its members, with
perpetual succession and with power to own and
hold movable and immovable property, and all its
assets shall be registered or held in the name
of the Association; the individual members of
the Association shall not be liable to meet the
debts, engagements or liabilities of the
Association, which shall be incurred in the name
of the Association and the liability of the
members shall be limited to the amounts due by
them in respect of their annual fees or in
respect of other monies payable by them in terms
of the Constitution.
4
AIMS AND OBJECTIVES
The aims and objectives of the Association shall be:
|
4.1 |
the
collection, collation and distribution
of information concerning the marketing,
production and quality of macadamias;
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| 4.2 |
to
facilitate and promote co-ordination
amongst export and local marketers of
macadamias and to assist in the
distribution of information to
exporters;
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| 4.3 |
to
make provision for the necessary quality
requirements and the application thereof
in conjunction with the relevant State
bodies;
|
| 4.4 |
to
make recommendations concerning the
handling and distribution of macadamias; |
| 4.5 |
to
carry out research, to have research
carried out and to co-ordinate such
research concerning the marketing and
production of macadamias;
|
| 4.6 |
to
increase the demand for macadamias
locally and overseas by advertising,
promoting and by such other means as the
Association shall deem fit;
|
| 4.7 |
to
collect funds by way of
annual fees and donations as well
as levies in terms of the Constitution
and Rules of the Association;
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| 4.8 |
to
insure any or all of the Association’s
properties or assets or undertakings
against risk of loss through fire,
burglary, riot or other loss and to
insure any employee or
official of the Association under
any Fidelity Insurance Policy or against
risk of loss of life or disablement or
injury arising out of or in the course
of such employment;
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| 4.9 |
to
invest and from time to time to
re-invest the monies of the Association
and or alter or vary such investments;
to receive and collect income, interest
or rental; to buy, sell, let and hire
immovable property; to maintain, repair
and improve immovable property; to
cancel, cede and make over mortgage
bonds and to institute and defend legal
proceedings in any competent Court;
|
| 4.10 |
to
engage and dismiss employees of the
Association and to fix the terms of
service and rates of remuneration of
such employees;
|
| 4.11 |
to
draw, make, accept, endorse, discount,
execute and issue cheques, promissory
notes, bills of exchange, bills of
lading, debentures and other negotiable
or transferable instruments; providing
it is approved by the board and within
the approved budget;
|
| 4.12 |
to
do all such other things as may be
deemed incidental or conducive to the
attainment of the aforegoing objectives. |
|
|
5 INCOME, PROPERTIES AND MONIES
| 5.1 |
The
income, properties and monies of
the Association from whatsoever
source derived, shall be applied
solely towards the promotion of
the objectives of the Association
as herein set forth and no portion
thereof shall be paid or
transferred directly or indirectly
by way of a dividend, bonus or
otherwise by way of profit to the
persons who are at the time or
have been members of the
Association or to any other
persons claiming through them,
provided, however, that nothing
herein contained shall prevent the
payment in good faith of the
out-of-pocket expenses of any
officials, employees or members of
the Association or the payment in
good faith of remuneration to any
person whomsoever in return for
any services actually rendered to
the Association, provided that
such amount falls within the
approved budget.
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| 5.2 |
An
asset register shall be drawn up
by the secretariat and at all
times maintained, to be recorded
accurately. |
|
6 MEMBERSHIP
Membership of the Association shall be limited to:
| 6.1 |
Grower
Members:
Grower members shall be all
persons or nominated
representatives of body corporates
who grow macadamias. |
| 6.2 |
Non-grower
Members:
Non-grower members shall be
persons or nominated persons who
are involved in the processing,
packing, distribution, research
and\or marketing of macadamias and
who are not themselves growers.
This category shall include
consultants as well as nominated
representatives of nurseries
producing macadamia trees.
|
| 6.3 |
Special
Members:
Special members shall be any
persons who, in the sole
discretion of the Board of
Directors, merit
membership by virtue of
special
qualifications or
experience, of value to the
macadamia industry.
|
| 6.4 |
Honorary
Life Members:
Honorary life members shall be
members who in recognition of
special or extraordinary services
rendered to the macadamia
industry, are appointed Honorary
life members. |
| 6.5 |
A
person may only be a member in a
single membership category.
|
|
7 APPLICATION FOR MEMBERSHIP
| 7.1 |
Applications
for membership shall be made in
writing on the prescribed form
accompanied by the entrance fee
provided for in the Rules of the
Association, to the Board of
Directors who in their sole
discretion shall be entitled to
accept or reject any such
application, without obligation to
supply reasons.
|
| 7.2 |
A
register of members shall be kept
by the Executive Director or
offices of the Association.
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|
8 VOTING RIGHTS OF MEMBERS
|
|
Only
grower and non-grower members, in
good standing (i.e. members who
have paid their annual fees and
levies in respect of the current
period) shall be eligible to hold
any office in the Association.
Each such member shall be
entitled to one vote only. No
member, duly authorised by proxy
in writing shall be entitled to
vote on behalf of more than two
members of the Association not
present at any meeting of the
Association.
|
|
9 TERMINATION OF MEMBERSHIP
Membership of the Association shall terminate:
| 9.1 |
on
the date that a member ceases to qualify
as provided for in paragraphs 6.1 and
6.2 above; or |
| 9.2 |
on
the expulsion and removal of a member
from the register of members in terms
hereof;
|
| 9.3 |
when
a member or his agent fails to pay any
sum due to the Association according to
the Rules of the Association.
|
10 MEMBERSHIP FEES ANNUAL FEES AND LEVIES
| 10.1 |
All
new members with the exception of
Honorary members shall pay such
membership dues as determined by
the Board.
|
| 10.2 |
The
members agree that the Processors
shall be entitled to deduct a levy
per kilogram of macadamia nuts
based on the delivered dry weight
per kilogram of nut in shell at
the processor’s scales.
The amount per kilogram
will be prescribed from time to
time in the Rules of the
Association.
Levies due should be handed
over to the Association within 120
(one
hundred & twenty) days
following the month in which the
levies were determined.
|
| 10.3 |
Non-producing
members shall pay an annual fee
which may be determined by the
Board and prescribed in the Rules
of the Association.
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|
11 RESIGNATION, SUSPENSION AND\OR EXPULSION OF MEMBERS:
| 11.1 |
A
member shall be entitled to resign
at any time provided that he shall
have notified the Association in
writing of his intention to do so.
|
| 11.2 |
The
Board of Directors shall be
entitled to suspend or expel and
remove from the register of
members, any member who, without
good cause:
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|
11.2.1 |
|
breaches
any of the provisions of this
Constitution and/or the Rules
of the Association;
or
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|
11.2.2 |
|
fails
to discharge his liability in
respect of any monies due by him
in terms of the
Constitution.
|
| 11.3 |
Any
suspension of membership, may be
instituted without obligation to
provide reasons by the board.
During the said period of
suspension, the member affected
shall not be entitled to exercise
his voting rights, attend
Association meetings, receive
publications or information as
provided by the Association.
|
| 11.4 |
Any
such resignation, suspension or
expulsion shall not thereby
release such defaulting member
from his financial liability be
they statutory or otherwise to the
Association and neither shall such
resignation and\or defaulting
member be entitled to any refund
of his entrance or annual fee, or
any part thereof.
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12 BOARD OF DIRECTORS:
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The
Board of Directors shall consist of not
more than 22 (TWENTY-TWO) Directors, who
are members of the Association and who
shall be: |
| 12.1 |
Area
Directors (10)
|
|
Province |
Directors |
|
Limpopo
Province |
4 |
|
Mpumalanga |
4 |
|
KwaZulu-Natal |
2 |
|
|
12.1.1 |
Area
Directors shall be elected by the
growers of the respective regions
at a
General Meeting.
Confirmation of the appointment of
Directors elected in this manner
shall be ratified at the SAMAC
AGM.
The period of office will
be
2 (two)
years Outgoing Directors may make themselves available for
re-election. |
| 12.2 |
Processor
Directors (5):
Processors qualify to nominate
representatives as Directors
annually by virtue of having
processed the five largest
quantities of SAMAC levied
macadamia nuts in the preceding
year.
Appointment of Directors
nominated in this regard will be
ratified at the SAMAC AGM.
|
| 12.3 |
Foreign
Directors (1):
The Board of Directors may appoint
Additional Directors to represent
levy paying members outside the
Republic of South Africa.
A maximum of
1 [one] Director per
country may be appointed.
Confirmation of Directors
elected in this manner shall be
ratified at the SAMAC AGM.
|
| 12.4 |
Additional
Directors (maximum 2):
The Board of Directors may appoint
additional Directors to represent
research, marketing or any other
specialist function as deemed
necessary. Additional Directors shall serve a term of office of 2 (two)
years.
|
| 12.5 |
The
Chairman shall be elected by the
Board of Directors at a Board
Meeting prior to the end of the
serving Chairman’s term.
Appointment of the elected
Chairman will be ratified at an
AGM.
The Chairmanship of the
Board shall be restricted to area
Directors only.
|
| 12.6 |
The
Past Chairman will be required to
serve on the Board for the same
period as the newly elected
Chairman.
|
| 12.7 |
An
Executive Director may be
appointed by the Board of
Directors |
|
13 TERMS OF OFFICE OF THE CHAIRMAN AND EXECUTIVE DIRECTOR:
| 13.1 |
The
Chairman’s term of office should
preferably be 2 (two)
years, but should not exceed 3 (three)
years.
Eligibility for re-election
cannot be considered until a two
year time lapse has occurred since
the previous term of office. The
lapse period may be disregarded
only by approval or special
request by the board of Directors
should the continuation of the
Chairman be in the interest of the
association or the industry, in
the case of a crisis situation
arising.
|
| 13.2 |
The
Executive Director, who shall be a
paid employee of the Association
and who shall hold office for such
period as the Board of Directors
may decide. |
|
14 VOTING RIGHTS OF DIRECTORS:
| 14.1 |
Directors
shall each have 1 (one)
vote at meetings of the Board of
Directors and shall be entitled to
empower in writing any serving
Director who must be present at
the meeting to vote at meetings of
the Board on his behalf.
|
| 14.2 |
Quorum:
A quorum at a Board meeting is
deemed necessary.
A quorum shall consist of
half the total number of serving
Directors, plus one, present in
person.
|
| 14.3 |
A
declaration of interest form shall
be completed and continually
updated by all serving Directors
and be lodged within the
secretariat. |
|
15 PROCEEDINGS AT MEETINGS OF THE BOARD
| 15.1 |
The
Board shall meet or confer at
least three times per year and as
often and at such times as the
Board may deem necessary for the
despatch of business and may
adjourn or otherwise conduct its
proceedings in such a manner as it
may determine.
Matters arising at any
meeting shall be decided by a
majority of votes, and in the case
of an equality of votes, the
Chairman shall have a second or
casting vote.
A 2\3 (two
thirds) majority of the
Directors present, in person, at
any meeting shall be required in
respect of all fiscal matters to
be decided upon by the Board.
A member of the board, duly
seconded, may, and the Secretary
shall, on the written requisition
of such members of the Board,
summon a meeting of the Board. |
| 15.2 |
The
Board shall ensure that proper
minutes of all meetings are kept
and the minutes of each meeting
are submitted for approval to the
next meeting of the Board, and
thereafter be signed by the
Chairman.
|
| 15.3 |
The
Board shall in addition ensure
that accurate records are kept of
all financial and contractual
transactions.
|
| 15.4 |
The
Board shall be entitled to expel
from the Board of Directors any
Director who without good cause is
absent from 2 (two)
consecutive meetings of the Board. |
|
16 POWERS OF THE BOARD OF DIRECTORS:
The Board of Directors shall have the following powers:
| 16.1 |
The
business of the Association shall
be administered by the board who
may exercise all such powers of
the Association as are not by
these presents required to be
exercised by the Association in
general meeting, subject
nevertheless, to such directions
as may from time to time be given
to the Board by the Association in
general meeting.
No direction by the
Association in general meeting
shall invalidate any prior act of
the Board which would have been
valid if such direction had not
been given.
|
| 16.2 |
The
Board may appoint an Executive
Director and other permanent staff
for such period as the Board may
deem necessary to administer and
manage the day to day affairs of
the Association.
|
| 16.3 |
The
Board may delegate any of its
powers to sub-committees,
consisting of such members or
member or such other persons as it
may deem fit. Any sub-committee,
shall in the exercise of the
powers also delegated, conform to
any directions that may have been
given to it by the Board and
shall, subject to such directions,
conduct its proceedings in such
manner as it may itself determine. |
| 16.4 |
The
Board shall have power to frame
the Rules in terms of this
Constitution providing for the
election and qualifications of
members and Directors of the
Association, the amounts of monies
payable, the qualifications for
membership, the use of the
Association’s property and
facilities, the formation, control
and management of the business and
affairs of the Association
generally and make amendments and
additions thereto from time to
time. |
| 16.5 |
The
Board shall have the power to
suspend or terminate a member’s
membership, without obligation to
provide reasons, on the grounds
set out herein and in the Rules.
Such expelled or suspended
member shall have the right to
appeal to a meeting of members in
the area in which he conducts his
macadamia business.
Such meeting shall be
called for by the Secretary.
|
| 16.6 |
An
Executive Committee comprising of
the:
|
|
Chairman
|
|
Vice-Chairman |
|
Executive
Director and
|
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Two
other members elected by the Board |
|
shall
be responsible for the detailed
administration of the affairs of
the Association.
The Executive Committee
shall meet at least 3 times per
year and on an ad-hoc basis as and
when necessary and are empowered
to make decisions in the name of
the Board.
The Executive Director
shall ensure that proper minutes
of Executive Committee meetings
are kept and circulated to both
Executive Committee and Board
Members prior to their next
meetings.
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17 ANNUAL GENERAL & SPECIAL MEETINGS:
|
Annual
General Meetings and Special Meetings of
the Association shall be convened by
notice in writing to each member at
least 14 (fourteen)
days prior to the date of the meeting,
specifying the date, place, time and
agenda of the meeting.
The Secretary will assume the
normal responsibility of convening
notice for the Annual General Meetings
and Special Meetings. |
| 17.1 |
The
Annual General Meeting shall be
held once in every year at such
time and place as may be
determined by the Board, provided
that every Annual General Meeting
shall be held not more than nine
months after the end of every
financial year of the Association
and within not more than fifteen
months after the date of the last
meeting preceding such meeting of
the Association.
A quorum shall constitute
all those members present at the
Annual General Meeting.
The presiding officer of
the meeting shall be the Chairman
of the Board of Directors. The
purpose of the meeting will be: |
|
17.1.1 |
To
receive and consider the annual
report of the Chairman of the
Board.
|
|
17.1.2 |
To
receive and approve the annual
audit report of the previous
financial year. |
|
17.1.3 |
To
receive and approve current
financial statements. |
|
17.1.4 |
To
appoint auditors for the ensuing
year.
|
|
17.1.5 |
To
discuss any proposals put forward
by any member of the Association,
and to officially record any
votes, should voting be required
on any issue. |
|
17.1.6 |
To
confirm the appointment of
Directors of the Board as provided
for in Clause 12. |
|
17.1.7 |
To
confirm the appointment of the
Chairman of the Board of Directors
as provided for in Clause 12.4. |
|
17.1.8 |
To
approve changes to the
Constitution if necessary.
|
|
17.1.9 |
To
consider matters of general
interest.
|
|
17.1.10 |
To
ensure that an attendance register
is completed. |
|
17.1.11 |
To
record proceedings by the taking
of minutes for permanent
safekeeping.
To record proceedings by the
taking of minutes for permanent
safekeeping.
|
| 17.2 |
Special
General Meetings may be called by
the Chairman and one member of the
Board or at the request of 10
(ten) members who shall deliver
such a request to the Chairman or
Executive Director or duly
appointed official in writing and
the Special Meeting so called for
shall only deal with the specific
matter for which the meeting was
called or requested. |
| 17.3 |
Should
there not be a quorum for Annual
General Meetings, further notice
of 14 (FOURTEEN) days shall be
given of a general meeting and if
within 1 (ONE) half hour of the
time appointed for such meeting a
quorum is not presented, the
members then present shall form a
quorum.
|
|
17.3.1 |
Any
member present shall be entitled
to request a secret ballot. |
|
17.3.2 |
In
the case of an equality of votes
whether on a show of hands or on a
poll, the Chairman of the meeting
at which the voting takes place
shall be entitled to a second or
casting vote.
|
|
18 AMENDMENT OF THE CONSTITUTION:
|
No
alternation to the Constitution shall be
made, except at an Annual General
Meeting, of which at least 21 (TWENTY
ONE) days notice in writing specifying
the proposed amendment to the
Constitution, has been sent to all
members and unless the amendment be
approved by a majority of 2\3 (TWO
THIRDS) of those present in person and
voting at the meeting. |
19 BOOKS OF ACCOUNT:
|
The
Association shall keep proper books of
account which shall, during business
hours, be available, to any member who
shall be entitled to make copies of or
extracts there from.
The financial year of the
Association shall commence on the 1st
day of MARCH in each year.
The books of account of the
Association shall be audited by the
independent auditors appointed by the
Board and confirmed at the Annual
General Meeting prior to the start of
the new financial year. |
20 DISSOLUTION OF THE ASSOCIATION:
|
The
Association shall be dissolved if
at least 2\3 (TWO THIRDS) of
those entitled to vote at the
Annual General Meeting, or
special meeting convened for such
purpose, vote in favour of such
dissolution.
No motion for dissolution of the
Association, shall be considered unless
all members are advised thereof at least
3 (THREE) months prior to the
consideration of the motion. |
|
|
20.1 |
If
upon liquidation or dissolution of
the Association, there remains any
property whatsoever, after the
satisfaction of all the debts and
liabilities of the Association, it
shall
NOT be paid to or
distributed amongst the members of
the Association, but shall be
given or transferred to some other
institution or institutions having
objectives similar to those of the
Association to be determined by
the members of the Association at
or before the time of dissolution. |
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