3. RIGHTS OF MEMBERS
In addition to the rights which members may enjoy ex lege, every member whose membership fees and levies are paid up is entitled to:
3.1 information and advice that is provided by the Association from time to time;
3.2 assistance in any matter that falls within the objectives of the Association;
3.3 participate in any discussion / comment on any matter during:
3.3.1 any meeting of the Association; and
3.3.2 with the approval of the Board, any meeting of the Board;
3.4 vote on any matter that is put to the vote at any meeting of the Association;
3.5 nominate natural persons as office bearers of the Association;
3.6 be nominated and elected to any office of the Association, the Board or any committee appointed by the Board, provided that only natural persons who are members may serve as office bearers and committee members of the Association;
3.7 participate in and benefit from any scheme or benefits that the Association may offer/negotiate.
4. DURATION AND TERMINATION OF MEMBERSHIP
4.1 The term of a member’s membership is for an indefinite period and continues until it is terminated in terms of these Articles.
4.2 A member’s membership is terminated by the Board when:
4.2.1 the member no longer meets the requirements for membership;
4.2.2 if, after a final written reminder to rectify the member’s failure to meet one or more of the member’s obligations in terms of these Articles within 14 (fourteen) days, the member still fails to do so;
4.2.3 the member resigns in writing.
4.3 On termination of membership, irrespective of the grounds on which this has taken place, a member will not be entitled to a refund of any entrance fee or levy or any part thereof.
4.4 The termination of membership of a member against whom action is pending in terms of these Articles and/or any code of conduct or rules and regulations promulgated in terms hereof will come into force only after such action has been completed.
4.5 In the event that any member has failed to pay by the due date stipulated for any such payment, entrance fees, annual membership fees or special levies, the member, for as long as the member is in arrears with such payments, shall be considered not to be in good standing with the Association and shall not be entitled to attend and participate in any meeting of the Association. Any such members shall not qualify for purposes of establishing a quorum for any meeting.
5. ENTRANCE AND MEMBERSHIP FEES
5.1 The entrance fees for new members as well as the annual membership fees and the date on which such annual membership fees shall be due, shall be determined annually at the Annual General meeting of the Association.
5.2 Any entrance fees or annual membership fees not paid by members on the due date stipulated for the payment thereof shall bear interest at the annual prime rate plus 5% (five percent) as published by the bankers of the Association, from time to time.
5.3 Subject to the approval thereof by the members of the Association at an Annual General meeting or a Special General meeting, the Board may also, from time to time, impose special levies on its members to finance the general activities or special projects of the Association.
5.4 Annual membership fees for new members, who obtain membership during the course of any financial year of the Association, shall be calculated pro rata for the particular financial year.
5.5 Different fees may be determined for agricultural chemical agents and for agricultural chemical dealers under extraordinary circumstances, and for different categories of each such group of members on the basis of criteria determined by the Board.
5.6 Agricultural chemical dealerships undertake to assure that all affiliated members’ membership fees are paid in time
6. MEETINGS
6.1 The first General Meeting of the Association shall be held at such time not being less than one month nor more than three months from the incorporation of the Association and at such place as the Board may determine.
6.2 An 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 preceding such meeting of the Association, subject always to the provisions of Sections 179 and 295 of the Act.
6.3 The Board may whenever it thinks fit convene a General Meeting, and General Meetings may also be convened on requisition as provided by Section 181 of the Act.
6.4 Subject always to the provisions of Section 186(3) of the Act, at least twenty-one clear days’ notice in writing of every Annual General Meeting and of every General Meeting called for the purpose of passing a Special Resolution, and at least fourteen clear days’ notice in writing of every other General Meeting (exclusive in each instance both of the day on which it is given or deemed to be given and of the day of the meeting), specifying the place, the day and the time of meeting, and in the case of special business the general nature of that business shall be given in the manner hereinafter mentioned to such persons (including the Auditors) as are in terms of these Articles, or under the Act, entitled to receive such Notices from the Association; but with the consent of a majority in number of the members having a right to attend and vote at the meeting who hold not less than ninety five percent (95%) of the total voting rights of all the Members, a meeting may be convened on a shorter period of notice than is prescribed above and with the written consent of all the members of the Association on the prescribed form, special resolutions may be proposed and passed as special resolutions without notice having been given.
6.5 The accidental omission to give notice of a meeting to not more than one tenth of the members, or in cases where instruments of proxy are sent out with the notice, the accidental omission to send such instruments of proxy to not more than one tenth of the members, or the non-receipt or delay in receipt of notice of a meeting or such instrument of proxy by any person entitled to receive notice shall not invalidate the proceedings at the meeting.
7. PROCEEDINGS AT GENERAL MEETINGS
7.1 All business shall be deemed special that is transacted at a General Meeting, other than an Annual General Meeting, and also all business that is transacted at an Annual General Meeting, with the exception of the consideration of the annual financial statements, the reports of the Board and of the auditors on the annual financial statements, the election of directors to the board and the appointment and fixing of the remuneration of the Auditors.
7.2 No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Subject to the provisions of Section 199 of the Act in regard to the quorum for passing special resolutions, a quorum for a General Meeting shall be a minimum of 20% (twenty percent) of the members entitled to vote thereat be present in person or by proxy provided that there will always be at least 3 (three) members present in person.
7.3 If within thirty minutes from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned without notice to the same day in the next week (or if that is a public holiday to the next succeeding day other than a public holiday, a Saturday or a Sunday), at the same time and place, or to such other day and at such other time or place as the Chairman of the meeting shall appoint. If at such adjourned meeting a quorum as above defined is not present within thirty minutes from the time appointed for holding the meeting those members who are present in person and are entitled to vote shall be a quorum and may transact the business for which the meeting was called. The above arrangement will in respect of meetings called for the passing of Special Resolutions be subject to compliance with Section 199(2).
7.4 The Chairman (if any) of the Association or failing him, the Deputy Chairman (if any) shall preside as Chairman at every General Meeting, but if there be no such Chairman or Deputy Chairman, or if at any meeting neither of them shall be present within five minutes after the time appointed for holding the same, nor if neither of them is willing to act as a Chairman, the Members present shall choose some member of the Board, nor if no such member be present, or if all the members of the Board present decline to take the chair, the members present shall elect one of their number to be Chairman.
7.5 The Chairman may, with the consent of any meeting at which a quorum is present (and shall be if so directed by the meeting) adjourn a meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
Whenever a meeting is adjourned for forty-five days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, or as provided by Section 192 of the Act, it shall not be necessary to give any notice of an adjournment nor of the business to be transacted at an adjourned meeting.
7.6 At a General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman of the meeting or by any member of the Association, or as provided in Section 198(1)(b) of the Act. Unless a poll be so demanded and the demand be not withdrawn a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
7.7 The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
7.8 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 show of hands takes place or at which the poll is demanded, shall not be entitled to a second or casting vote in addition to the vote or votes to which he may be entitled as a member, and accordingly the resolution in question shall be defeated.
7.9 No poll shall be demanded on the election of the Chairman of the meeting or on any question of adjournment. A poll demanded on any other question shall be taken at such time and place and in such manner as the Chairman of the meeting directs, and any business, other than that which a poll has been demanded, may be proceeded with pending the taking of the poll.
7.10 The Chairman of a meeting may appoint any firm or person to act as scrutineers for the purpose of checking forms of proxy deposited for use and for counting the votes at such meeting and he may thereafter act on a certificate given by any such scrutineers without requiring production at the meeting of the forms of proxy or himself counting the votes.
7.11 If any votes shall be counted which ought not to have been counted or might have been rejected or if any votes shall not be counted which ought to have been counted the error shall not vitiate the resolution unless it is pointed out at the meeting and not in that case unless it shall, in the opinion of the Chairman of the meeting, be of sufficient magnitude to vitiate the resolution. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting or adjourned meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.
7.12 Any minutes of resolutions and proceedings at general meetings made in one of the minute books of the Association, if signed by any person purporting to be the chairman of the meeting to which it relates, or by any person present thereat and appointed by the directors to sign the same in his place, or by the Chairman of a subsequent meeting of the directors, shall be receivable as evidence of the facts therein stated.
8. VOTES OF MEMBERS
8.1 Every member present or represented at a General Meeting shall have one vote on a show of hands and one vote on a poll.
8.2 The directors may, but shall not be obliged to, require proof to their satisfaction of the identity, appointment and authority of an authorised representative to act, or of the identity of a member who is a natural person.
9. PROXIES AND VOTING UNDER POWER OF ATTORNEY
9.1 The instrument appointing a proxy shall be in writing under the hand of the person granting such proxy or his attorney duly authorised in writing. The holder of a power of attorney from a member may, if so authorised by the power of attorney, vote for and represent such member at any meeting of the Association.
9.2 A proxy has to be a member of the Association.
9.3 Every instrument of proxy, whether for a specified meeting or otherwise, shall comply with Section 189 of the Act, and subject thereto be in the form or to the following effect or in such other form as the directors may approve, and the directors may, if they think fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting:-
“I/We ______________________________________________________________ of __________________________________________________________________
being a member/members of the above named Association do hereby appoint
____________________________________________________________________
of __________________________________________________________________
or failing him _________________________________________________________
or __________________________________________________________________
or __________________________________________________________________
failing him the Chairman of the Association;
or failing him the Chairman of the meeting as my/our proxy to vote for me/us and on me/our behalf at the annual General (or general or adjourned as the case may be) Meeting of the Association to be held at _____________________________________________ on the ____________________________ day of ________________________________ ___ , at (time appointed) and at any adjournment thereof.
Dated this ___________________________________________ day of ____________________________________ _________
Name (in full) ________________________________________________
Address ________________________________________________
________________________________________________
________________________________________________
________________________________
Signature
I/We desire to vote as follows:
__________________________________________________
FOR AGAINST ABSTAIN
+ Resolution No. 1 ____________________________________________________
+ Resolution No. 2 ____________________________________________________
(Set out the numbers of the resolutions if more than one)
+ Mark with an X whichever is applicable. Unless otherwise directed, the proxy will vote or abstain as he thinks fit.
Any member entitled to attend and vote at the meeting is entitled to appoint a proxy or to attend, speak and, on a poll, to vote in his stead. The proxy so appointed has to be a Member.”
9.4 Any power of attorney and any instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney shall be deposited at the Office of the Association or at such other place within the Republic as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in such instrument proposes to vote, or in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than forty-eight hours before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid. In determining the said period of forty-eight hours, Saturdays, Sundays and public holidays shall not be taken into account. No instrument appointing a proxy shall be valid after the expiration of six months from its date except at an adjourned meeting or at a poll demanded at a meeting originally held within the six months alter the date of such instrument.
9.5 A vote given in accordance with the terms of a power of attorney or an instrument of proxy shall be valid notwithstanding the previous legal incapacity of the principal or revocation of the power of attorney or instrument of proxy, unless an intimation in writing of such legal incapacity or revocation shall have been received by the Association (at the office at which such power or instrument is registered) not less than forty-eight hours before commencement of the meeting or the taking of the poll at which the instrument of proxy is used.
10. BOARD OF DIRECTORS
10.1 The number of the directors of the Association shall not be less than five nor more than 14 (fourteen).
10.2 The Association shall strive to achieve a provincial representation on the Board, as well as representation by members who are managers and/or owners of agricultural chemical dealerships.
10.2.1 In order to achieve provincial representation on the Board, the members of each official province of the Republic of South Africa shall be entitled to nominate a member or members operating within the specific province to serve as a director of the Association. In the event that only one nomination should be received from the members of any specific province, the person so nominated (subject to the qualification of that person for appointment as a director in terms of these Articles and the Act) shall be accepted as a director of the Association. In the event that the members of any province should nominate more than one person to serve as a representative director of the specific province, the members of that particular province shall vote and determine which of the nominated members shall serve as a representative director of the specific province.
10.2.2 In order to achieve representation on the Board by members who are managers or owners of agricultural chemical dealerships (hereinafter referred to as “dealership members”), all such dealership members shall be entitled to nominate and vote for up to 5 (five) directors to serve on the Board. Any persons so to be nominated must, in their own right, be members of the Association. The nomination and voting by dealership members of the persons to serve as directors shall take place on a national basis.
10.3 Any director who serves on any executive or other committee or who devotes special attention to the business of the Association or who goes or resides outside the Republic for any purposes of the Association, or who otherwise performs services which, in the opinion of the directors, are outside the scope of the ordinary duties of a director, may be paid such extra remuneration, in addition to the remuneration to which he may be entitled as a director, as the directors may determine. The directors shall also be paid all their travelling and other expenses properly and necessarily expended by them in and about the business of the Association and in attending meetings of the directors or of committees of the directors or of the Association.
10.4 Without prejudice to the provisions for retirement by rotation or otherwise hereinafter contained, the office of a director shall be vacated in any of the events following, namely:
10.4.1 if he becomes insolvent or assigns his estate for the benefit of his creditors, suspends payments generally, or compounds with his creditors, of files a petition for the surrender of his estate;
10.4.2 if he is found or becomes of unsound mind;
10.4.3 if he is requested in writing by all his co-directors to resign;
10.4.4 if he be removed by a resolution of the Association pursuant to Section 220 of the Act;
10.4.5 if he shall, pursuant to the provisions of the Statutes or by reason of any order made thereunder, be prohibited from acting as a director;
10.4.6 if he resigns his office by notice in writing to the Association;
10.4.7 if he is absent from meetings of the directors for six consecutive months without leave of the directors otherwise than on the business of the Association and is not represented at any such meetings during six consecutive months by an alternate director, and the directors resolve that his offices be, by reason of such absence, vacated; provided that the directors shall have power to grant to any director not resident in the Republic leave of absence for any or an indefinite period;
10.4.8 upon his attainment of the age of 70 years, or upon his ceasing for any reason to conduct the business of an agricultural chemical agent or dealership.
10.5 A director may hold any other office or place of profit under the Association (except that of auditor) in conjunction with his office of director for such period and on such terms as to remuneration (in addition to the remuneration to which he may be entitled as a director) and otherwise as the directors may determine.
10.6 A director of the Association may be or become a director or other officer of, or otherwise interested in, any Association promoted by the Association or in which the Association may be interested as shareholder or otherwise and (except insofar as otherwise decided by the directors), he shall not be accountable for any remuneration or other benefits received by him as a director or officer of or from his interest in such other Association.
10.7 Any director may act by himself or through his firm in a professional capacity for the Association (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he was not a director.
10.8 A director who is in any way whether directly or indirectly interested in a contract or arrangement or proposed contract or arrangement with the Association, shall declare the nature of his interest in accordance with Sections 234, 235, 237 and 238 of the Act.
10.9 Subject to the next succeeding article hereof no director or intending director shall be disqualified by his office for contracting with the Association either with regard to his tenure of any other office or place of profit under the Association or in any Association promoted by the Association or in which the Association is interested or in respect of professional services rendered or to be rendered by such director or as vendor, purchaser or in any other manner whatever, nor shall any such contract or arrangement entered into by or on behalf of the Association in which any director is in any way interested be liable to be avoided, nor shall any director so contracting or being so interested be liable to account to the Association for any profit realised by any such appointment, contract or arrangement by reason of such director holding the office or of the fiduciary relationship thereby established,
10.10 A director shall not vote nor be counted in the quorum and if he shall do so his vote shall not be counted on any resolution for his own appointment to any other office or place of profit under the Association or in respect of any contract or arrangement in which he is interested, but this prohibition shall not apply to:
10.10.1 any arrangement for giving to any director any security or indemnity in respect of money lent by him to or obligations undertook by him for the benefit of the Association; or
10.10.2 any arrangement for the giving by the Association of any security to a third party in respect of a debt or obligation of the Association which the director has himself guaranteed or secured; or
10.10.3 any contract or arrangement with a Association in which he is interested by reason only of being a director, officer, creditor or member of such Association;
and these prohibitions may at any time be suspended or relaxed to any extent either generally, or in respect of any particular contract or arrangement, by the Association in General Meeting.
10.11 The directors may exercise the voting powers conferred by the shares in any other Association held or owned by the Association in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing themselves, or any of them, to be directors or officers of such other Association or voting or providing for the payment of remuneration to the directors or officers of such other Association; and any director of the Association may vote in favour of the exercise of such voting fights in the manner aforesaid notwithstanding that he may be, or about to become, a director or other officer of such other Association and as such, or in any other manner, is or may be interested in the exercise of such voting rights in manner aforesaid.
11. ALTERNATE DIRECTORS
11.1 Each director may appoint either another director or any person approved for that purpose by a resolution of the directors to act as alternate director in his place and during his absence and may at his discretion remove such alternate director.
11.2 A person so appointed, shall, except as regards power to appoint an alternate, and remuneration, be subject in all respects to the terms and conditions existing with reference to the other directors of the Association, and each alternate director, whilst so acting, shall be entitled to receive notices of all meetings of the directors or of any committee of the directors of which his appointor is a member, and to attend and vote at any such meeting at which his appointor is not personally present and he shall generally be entitled to exercise and discharge all the functions, powers and duties of his appointor in such appointor’s absence as if he was a director.
11.3 Any director acting as alternate shall (in addition to his own vote) have a vote for each director of whom he acts as alternate.
11.4 An alternate director shall ipso facto cease to be an alternate director if his appointor ceases for any reason to be a director, provided that if any director retires by rotation or otherwise but is reelected at the same meeting, any appointment made by him pursuant to this article which was in force immediately before his retirement shall remain in force as though he had not retired, Any appointment or removal of an alternate director shall be effected by instrument in writing delivered at the office and signed by the appointor.
11.5 The remuneration of an alternate director shall be payable only out of the remuneration payable to the director appointing him and he shall have no claim against the Association for his remuneration.
12. RETIREMENT OF DIRECTORS IN ROTATION
12.1 At every Annual General Meeting one third of the directors for the time being, or if their number is not a multiple of three, then the number nearest too but not less than one third shall retire from office. The directors so to retire shall be those who have been longest in office since their latest election, but as between persons who became or were last elected directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot; provided that notwithstanding anything herein contained, if at the date of any Annual General Meeting any director shall have held office for a period of three years since his last election or appointment, he shall retire at such meeting either as one of the directors to retire in pursuance of the afore going or additionally thereto. The length of time a director has been in office shall be computed from his last election, appointment or date upon which he was deemed re-elected. A director retiring at a meeting shall retain office until the close or adjournment of the meeting.
12.2 Retiring directors shall be eligible for re-election but no person, other than a director retiring at the meeting, shall, unless recommended by the directors, be eligible for election to the office of a director at any general meeting unless not more than fourteen but at least seven clear days before the day appointed for the meeting, there shall have been left at the office a notice, in writing, by some member duly qualified to be present and vote at the meeting for which such notice is given, of his intention to propose such person for election and also notice in writing signed by the person to be proposed of his willingness to be elected.
12.3 Subject to the last preceding Article, the Association, at the meeting at which a director retires in manner aforesaid, may fill the vacated office by electing a person thereto and in default the retiring director, if willing to continue to act, shall be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such director shall have been put to the meeting and lost.
12.4 The Association may in General Meeting elect any person to be a director either to fill a casual vacancy or as an additional director, but so that the total number of directors shall not exceed at any time the maximum number fixed by or in accordance with these Articles. The Association in General Meeting may also, from time to time, increase or reduce the number of directors and may also determine in what rotation such increased or reduced number is to go out of office, provided that the number of directors shall not in any circumstances be reduced to less than two.
12.5 No appointment of a director, except that of a retiring director re-elected at an Annual General Meeting or a General Meeting of the Association, shall take effect until the written consent of such person to act as a director of the Association has been lodged with the Association in accordance with Section 211 of the Act.
13. POWERS OF THE DIRECTORS
13.1 The business of the Association shall be managed by the directors, who may pay all such expenses of and preliminary and incidental to the promotion, formation, establishment and registration of the Association as they think fit, and may exercise all such powers of the Association, and do, on behalf of the Association, all such acts as may be exercised and done by the Association, and as are not by the Act or by these Articles required to be exercised or done by the Association in General Meeting.
13.2 The Board may, at any time, prior to an order or resolution to wind up the Association and from time to time make calls or levies upon the members in their capacity as such, for such sums as the Association shall from time to time require in order to enable it to discharge its obligations, or fulfill its objects, but not in excess of the amounts guaranteed by each member in terms of the Association’s Memorandum of Association.
13.3 The members for the time being of the Board may act notwithstanding any vacancy in their body; provided always that in case the number of directors shall at any time be or be reduced to less than the minimum number prescribed by or in accordance with these Articles, it shall be lawful for them to act for the purpose of summoning a General Meeting or for filling up vacancies, but not for any other purposes.
13.4 The Board as a whole shall be responsible for the management of fund raising affairs of the Association, if an approval to raise funds from the public is obtained from the Director of Fund Raising in terms of the Fund Raising Act 107 of 1978.
13.5 The Board may propose Codes of Conduct to the members for acceptance by the members in general meeting.
14. PROCEEDINGS OF DIRECTORS AND COMMITTEES
14.1 The directors may meet for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit. A quorum necessary for the transaction of any business shall consist of two directors, A director may at any time, and the secretary upon the request of a director, shall at any time convene a meeting of the directors. A director who is not in the Republic, shall be entitled to notice of any meeting, but it shall also be given to his alternate, if any, unless such alternate is also absent from the Republic.
14.2 The directors may elect a Chairman and a Deputy Chairman (to act in the absence of the Chairman) of their meetings and determine the period for which they are to hold office, which period shall not exceed one year, but if no such Chairman or Deputy Chairman is elected or if at any meeting the Chairman or Deputy Chairman be not present within five minutes after the time appointed for holding the same, the directors present shall choose one of their number present to be Chairman at such meeting.
14.3 All questions rising at any Board meeting shall be decided by a majority of votes. The Chairman shall in the case of an equality of votes have a second or casting vote.
14.4 A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretion by or under these articles for the time being vested in or exercisable by the directors generally.
14.5 A resolution in writing signed by the directors who may at the time be present in the town where the Office is situated, being not less than a majority of the directors then in office, shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted; provided that where a director is not so present, but has an alternate who is so present, then such resolution must also be signed by such alternate. All such resolutions shall be described as “directors’ resolutions” and shall be forwarded or otherwise delivered to the secretary without delay, and shall be recorded by him in the Association’s minute book and noted at the meeting of the directors next following the receipt thereof by him. A directors’ resolution (unless signed by all the directors or their alternates) shall be inoperative if it shall purport to authorise or to do any act which a meeting of the director has decided shall not be authorised or done, until confirmed by a meeting of the directors,
14.6 The meetings and proceedings of any committee consisting of two or more members, shall be governed by the provisions herein contained for regulating the meetings and proceedings of the directors so far as the same are applicable thereto and are not superseded by any regulations made or imposed by the directors.
14.7 All acts done by the directors or by a committee of directors or by any person acting as a director or a member of a committee, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the directors or persons acting as aforesaid, or that they or any of them were disqualified from or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director or member of such committee.
14.8 The directors may elect from amongst them and appoint specific directors to act as:
14.8.1 secretary;
14.8.2 treasurer;
of the Association.
15. LOCAL BOARDS, AGENTS AND COMMITTEES OF THE BOARD
15.1 The directors may establish any local boards or agencies in the Republic or elsewhere for managing any of the affairs of the Association and may appoint any persons to be members of such local boards, or any managers or agents and may fix their remuneration, and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the directors with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the directors may think fit, and the directors may remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
15.2 The directors may by power of attorney appoint any Association, firm or person or any fluctuating body or persons, whether nominated directly or indirectly by the directors, to be the attorney or agent of the Association for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him or them,
15.3 The directors may delegate any of their powers to an executive or other committee whether consisting of a member or members of their body or not as they think fit, Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may from time to time be imposed on it by the directors and any such regulations may authorise the appointment of subcommittee.
16. MANAGING AND EXECUTIVE DIRECTORS
16.1 The directors may from time to time appoint one or more of their body to be Managing Director, Assistant Managing Director, General Manager or Executive Director (with or without specific designation) of the Association or to other executive office with the Association as the directors shall think fit, for a period not exceeding five years, and may from time to time remove or dismiss him or them from office and appoint another or others in his or their place or places.
16.2 Subject to any provisions in the contract under which he is appointed any director appointed to any position or executive office pursuant to the last preceding article, shall not, while he continues to hold that position or office under contract for a term of five years, be subject to retirement by rotation during the currency of such contract, and he shall not, in such case, be taken into account in determining the rotation of retirement of directors, but, subject to the terms of’ any such contract as aforesaid, he shall be subject to the same provisions as to removal as the other directors of the Association, and, if he ceases to hold office as director, his appointment to such position or executive office shall ipso facto and immediately be terminated but without prejudice to any claims or damages which may accrue under any such contract in respect of such termination. Provided that the directors shall not appoint any director to any position or executive office as aforesaid upon terms which exempt him from retirement by rotation, if at the time of such appointment the effect of such exemption would be to cause one half or more of the directors to be exempt from retirement by rotation.
16.3 The remuneration payable by the Association to a director appointed to any position or executive office under Article 16.1 shall be in addition to or in substitution for any ordinary remuneration as a director of the Association and shall from time to time be fixed by the directors, subject to the approval of the members in general meeting.
16.4 The directors may from time to time entrust to and confer upon a director appointed to any position or executive office under Article 16.1 such of the powers exercisable under these articles by the directors as they think fit, and may confer such powers for such time, and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions, as they think expedient, and they may confer such powers collaterally either with or to the exclusion of and in substitution for all or any of the powers of the directors, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
17. SECRETARY
The secretary (which may be a body corporate) shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit and any secretary so appointed may be removed by the directors. A provision of the Statutes or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.
18. AUTHENTICATION OF DOCUMENTS
18.1 Any director or the secretary or any person appointed by the directors for the purpose shall have power to authenticate any documents affecting the constitution of the Association and any resolution passed by the Association or the directors, and any books, records, documents and accounts relating to the business of the Association, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the local manager or other officer of the Association having the custody thereof shall be deemed to be the person appointed by the directors aforesaid.
18.2 A document purporting to be a copy of a resolution of the directors or an extract from the minutes of a meeting of the directors which is certified as such in accordance with the provisions of the last preceding article shall be conclusive evidence in favour of all persons dealing with the Association upon the faith thereof that such resolution has been duly passed or, as the case may be, that such extract is a true and accurate record of a duly constituted meeting of the directors.
19. ACCOUNTS
19.1 The directors shall cause to be kept such accounting records and books of account as are prescribed by the Statutes.
19.2 The accounting records shall be kept at the Office or (subject to the provisions of Section 284 of the Act) at such other place as the directors think fit and shall at all times be open to inspection by the directors and members, or any of them, at all reasonable times during business hours.
19.3 Subject to the provisions of the Statutes a copy of the annual financial statements made out in accordance with and consisting of the documents specified in Section 286 of the Act which is to be laid before the Association in Annual General Meeting, shall be delivered or sent by post or sent by electronic mail to the registered address of each member at least twenty-one clear days before such Annual General Meeting; provided that this article shall not require a copy of the said documents to be sent to any person who is not entitled to receive notice of General Meetings of the Association or of whose address the Association is not aware.
20. AUDITORS
20.1 Auditors shall be appointed and their duties regulated in accordance with the provisions of the Statutes.
20.2 Subject to the provisions of the Statutes, all acts done by any person acting as auditor, shall, as regards all persons dealing in good faith with the Association, be valid notwithstanding that there was some defect in his appointment.
20.3 All annual financial statements when audited and laid before an Annual General Meeting shall be deemed conclusively correct and shall not be reopened.
21. NOTICES
21.1 Any notice or other document may be served by the Association upon any member either personally or by sending it through the post in a prepaid envelope or wrappaper, addressed to such member at his registered address or by transmitting such notice or document by electronic mail to such electronic mail address as a member may list with the Association from time to time; provided that if the Association is prevented though circumstances beyond its control from so giving notice, then notice may be given by advertisement. Should it be necessary to give notice by advertisement, such notice shall, subject to the provisions of the Statutes, be advertised in the Gazette and in a leading daily newspaper in Johannesburg. Any member described in the register by an address not within the Republic, who shall from time to time give to the Association an address within the Republic at which notices may be served upon him, shall be entitled to have notices served upon him at such address but save as aforesaid and as provided by the Statutes, no member other than a registered member described in the register by an address within the Republic shall be entitled to receive any notice from the Association.
21.2 Any notice or other document, if served by post, shall be deemed to have been served at the time when the same was put in the post, and in providing such service it shall be sufficient to prove that the notice or document was properly addressed, stamped and put in the post. Any notice or other document transmitted by electronic mail shall be deemed to have been served at the time that the notice or document is transmitted.
21.3 Save as otherwise expressly provided, where a given number of days notice, or notice extending over any period, are required to be given, the day of service shall not, unless it is otherwise provided, be counted in such number of days or other period.
21.4 The signature to any notice to be given by the Association may be in writing, as defined.
22. INDEMNITY
22.1 Subject to the provisions of Section 247 of the Act:
22.1.1 Every director, manager, secretary, auditor and officer of the Association shall be indemnified out of the funds of the Association against all liabilities incurred by him as such director, manager, secretary, auditor or officer in defending any proceedings, whether civil or criminal, in which judgement is given in his favour, or in which he is acquitted, or in connection with any application under Section 248 of the Act in which relief is granted to him by the Court; and
22.1.2 Every such person as aforesaid shall be indemnified by the Association against and it shall be the duty of the directors out of the funds of the Association to pay all costs, losses and expenses which any such person may incur or become liable to by reason of any contract entered into or act or deed done by him as such director, secretary, manager, auditor or officer of the Association or in any way in the discharge of his duties.
22.2 Subject to the provisions of the Statutes, no director, manager, secretary, auditor or officer or servant of the Association shall be liable for the acts, receipts, neglects, or default of any other director, manager, secretary, auditor or officer or servant or for joining in any receipt or other act for conformity, or for loss or expense happening to the Association through the insufficiency of deficiency of title to any property acquired by order of the directors for and on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the insolvency or delict of any person with whom any monies, securities or effects shall be deposited, or for any loss or damage occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of his duties of office or in relation thereto, unless the same happen through his own dishonesty.
23. WINDING UP
The provisions of the Memorandum of Association relating to the winding up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles.
24. AMENDMENT OF ARTICLES
The Memorandum of Association and these Articles may be amended by a special resolution taken at a General or Special General meeting of the members of the Association.
Downlaod Constitution
