Constitution as amended and accepted on 15 August 2008 at AGM
ARTICLES OF ASSOCIATION FOR THE
SOUTH ARICAN
1. Supremacy of the Articles
1.1 These Articles shall supersede any other document that regulates the conduct of members, their relationship or purports to confer authority to SAPCA or any structure falling under or formed by SAPCA.
1.2 These Articles shall bind the Board and all other structures established by SAPCA, whether under these Articles or any other document purporting to confer such authority.
2 Preamble/Objective and Aims
Whereas SAPCA has at the past annual general meetings and strategic meetings, resolved that the Articles of SAPCA should be reviewed and aligned with the new strategic direction, and further that the management structure be transformed as set out in these Articles.
And whereas the aforesaid resolutions provide that there shall be the amendment of the Articles, in particular, the vision, mission, objects, and the inclusion of a board to steer the strategic direction of SAPCA.
The objectives and aims of the Association are:
- To advance the science and practice of Pest Control in all branches, by collaborating with research interested organisations;
- To foster distribution of knowledge of the Pest Control science among its members, and keep them informed of amendments of existing laws by Government, Provincial and Municipal bodies;
- To co-operate with Government, Provincial and Local Authorities in the promotion of Public Health for the good of the community and the Pest Control Industry;
- To establish liaison committees with Government Departments and other organisations as a means of putting views affecting the interests of members of SAPCA before them.
- To co-operate with scientific and educational institutions, and other organisations in matter of interest to the Pest Control Industry;
- To encourage the use of products of high quality, following correct application methods and maintenance of appliances and the safe and correct handling and storage of products;
- To foster co-operation in all aspects amongst members
- To co-operate with any other overseas organisations having similar or allied objectives;
- To conform to the Laws and Regulations affecting the Pest Control Industry.
The official name of SAPCA is the South African Pest Control Association, or any such name as decided upon by the Association from time to time, as set out in these Articles.
The Association shall have the power to adopt By-Laws
The Association shall not be conducted for profit.
The Board, by resolution may establish and from time to time amend and implement a Code of Ethics for members, continuing adherence to which shall be required of all members of the Association.
3 Interpretation
The headings contained in the articles are intended for reference purposes only and shall not be taken into account in the interpretation thereof.
In these Articles, unless the context otherwise requires –
3.1 “The Act” means the Non Profit Organisation Act, 1977 (Act No 71 of 1997) / Companies Act 61 of 1973;
3.2 “The Association” shall mean The South African Pest Control Association;
3.3 “The Articles” shall mean these Articles of Association, as amended from time to time by special resolution;
3.4 “Branch” shall mean a duly constituted provincial branch of the Association;
3.5 “Board Charter” shall mean the document containing the codes of conduct and terms of reference for the Board;
3.6 “Member” shall mean the persons referred to in clause 5
3.7 “the Board” shall mean the Board of Directors, from time to time, appointed to manage the affairs of the Association;
3.8 “Elected Board Member” shall mean a board member elected by the members of the Association as set out in clause 6(1)
3.9 “Co-opted Board Member” shall mean a board member appointed by the President and approved by the Board in terms of clause 6(1.5)
3.10 “Chief Executive Officer” (CEO) shall mean the individual who is appointed by the SAPCA to fulfil the duties as noted in clause 9, from time to time
3.11 “the
Republic” shall mean the
3.12 “Pest Management Firm” shall mean an individual, partnership, unincorporated association, corporation, or other form of business enterprise actively engaged in the performance of Pest Management services for hire to the public at large. The definition includes but is not limited to franchisees, shareholders of stock ownership companies and members of Pest Management co-operatives.
3.13 Words in the singular number shall include the plural number and words in the plural number shall include the singular, words importing the masculine gender shall include the female gender and words importing the feminine gender shall include the male gender, and words importing persons shall include created entities, corporate or not;
3.14 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail;
3.15 Expressions defined in this Article shall bear the same meanings in schedules or annexures to these Articles, which do not themselves, contain their own definitions;
3.16 When any number of days is prescribed in this Agreement for issuing of a notice, the same shall exclude the first and include the last day from the date of issuing such notice unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday;
4 Legal Status
4.1 SAPCA shall be a Voluntary Association of a public character established not for gain, with corporate personality, perpetual succession and legal personality distinct from its members;
4.2 No member shall have any right to the assets of SAPCA and the liability of the members shall be limited to the amount of their unpaid subscription, if any.
4.3 SAPCA may sue and be sued in its own name.
5 Membership
5.1 Members shall be the persons recorded as such in the membership register in one of the classes specified in these Articles, who have been accepted into membership by the Branches.
5.2 There are six (6) categories of membership, namely Active, Allied, Limited, Honorary, Life, and Affiliate.
5.3 Application
5.3.1 A person wishing to become a member must complete the prescribed form and submit it to the Board who shall then forward the application to the local Branch, whereupon the Branch chair and local committee will ratify the application
5.3.2 A member must be registered with the Branch nearest to it;
5.3.3 When recorded in the Register, the member shall enjoy all the rights and shall be subject to all obligations of membership
5.3.4 A member may transfer Membership from one Branch to another;
5.3.5 Each member by virtue of his/her application is deemed to have agreed to be bound by the Articles;
5.3.6 The Board may invite any person to become a member, whereupon such person shall enjoy the rights and obligations of membership.
5.3.7 The Association shall not be obliged to issue certificate of membership.
5.4 Type
Active
- Any Pest Management firm in the Republic of South Africa which is in agreement with the purposes of the Association, shall be eligible for Active Membership in the Association.
- The applicant shall not utilise or mention SAPCA affiliation and/or membership or use (or submit for use) the SAPCA logo on any promotional material, advertising material brochures, stationery, etc., prior to the applicant’s official membership approval and notification.
- Such dues shall be paid as established by the Association dues structure.
- The Board of Directors shall be authorised to waive the requirements described above in connection with any application if it finds that extraordinary conditions justify such a waiver.
- Any pest management firm which is wholly owned by a group of franchised owners all who utilise identical names, advertising and marketing programs, may elect to apply for membership as one firm with multiple designated representatives, as stated elsewhere in these Articles and Bylaws. Such dues shall be paid as established by the Association dues structure.
Allied
- Any supplier/vendor who is in agreement with the purposes of the Association, shall be eligible for Allied Membership.
- Firms that have been assigned Allied Membership shall designate representatives to act as their agents in the conduct of Association affairs.
- Firms that are both suppliers to the industry and Pest Management firms shall be known as Dual- Operation Firms. Such firms are eligible for Allied Membership provided they also maintain an Active Membership for their Pest Management service operation. Allied Membership is not obligatory for a Dual- Operation Firm.
Limited
- Any individual who is in agreement with the purposes of the Association and qualified by reason of experience or training in biology, chemistry sanitation, or allied sciences related to the practice of pest management; is involved in programs relating to the control or management of pests; and is not otherwise eligible for membership in the Association may apply for Associate Membership and pay such dues as established by the Board of Directors.
- Membership shall be in the name of the individual and not their employer or any other party.
- Rights and privileges of membership shall accrue to the individual member and are not transferable.
- Any individual who is enrolled verifiably at least half time in an accredited institution of higher education and approved by the Board of Directors and is in agreement with the purposes of the Association, and is not otherwise qualified for another class of membership, and pay such dues as established by the Board of Directors.
- Any individual who is employed by a manufacturing company or a governmental agency, and who meets the Membership criteria above, may apply for Limited Membership Status and pay such dues as established by the Board of Directors.
Honorary
The Board may grant Honorary membership for such period as it deems fit to persons of distinction who have made significant contributions to the objectives of the Association, Honorary members shall have no voting rights and need not pay fees.
Life
Upon leaving office at the completion of his/her full term of office, the Board may grant Life Membership to the retiring President and Vice President. A Life Member shall have voting rights in his/her capacity as a Life Member, this vote cannot be exercised by proxy, Life Members need not pay fees. If he/she continues to belong to another class of members, he/she may exercise the rights which may be attached to that class.
Affiliate
The following shall be eligible for Affiliate Membership under terms and conditions as may be determined by the Board of Directors:
- Corporate Affiliate: A branch office or a corporate subsidiary of an Active Member shall be eligible for Corporate Affiliate Membership.
- Joint Partnership Affiliate Organization: Any regional or metropolitan Pest Management association shall be eligible for Joint Partnership Affiliate Organization Membership.
- Any International Organisation who is in agreement with the purposes of the Association, shall be eligible for Affiliate Membership
5.6 Dues/Levies
5.6.1 The Board shall decide what entrance fees, annual subscriptions and other levies shall be paid by any class, group or sub-group of members determined by the Board from time to time and annexed as a by-law to these Articles.
5.6.2 All dues and/or levies and/or funds payable by members and/or Branch shall be paid directly to the Board.
5.7 Register
5.7.1 The Board shall keep a register of the names and particulars of the members of each Branch.
5.7.2 Each member must make sure that the register has the correct information in the prescribed form, at all times.
5.7.3 Each Branch must provide the Board with up to date records of Branch membership as and when required, and the records kept by the Board shall be deemed to be correct for the purposes of the Board business. The Branch members shall be the members recorded as such by the Board in the Register of Members.
5.7.4 Members may inspect the Board Register and a Branch Register at a convenient time, by arrangement.
5.8 Resignation, Suspension and Termination
5.8.1 Membership shall terminate when the Board has recorded in the Register that membership has been terminated after any one of the following events:
5.8.1.1 If in the opinion of the Board after sending a letter of enquiry to the member, the member no longer meets the requirements for membership or for any other reason, the Board may at any time remove a member’s name from the Register. The Board may review the membership, and the Board in consultation with a Branch, shall, decide whether the member still meets the criteria for membership, or whether membership shall be suspended or terminated.
5.8.1.2 Resignation: when the member of the Branch informs the Board in writing with thirty (30) days notice, and has recorded the resignation. No portion of any dues paid shall be refunded to the resigned member. A member may resign by sending a written resignation to the local Branch or to the Board. A resigning member shall not be entitled to use the association’s emblem on his letterheads or any advertising material, and his Membership Certificate and Membership Card shall be returned to the association for cancellation. A resigning member shall remain bound by all obligations of membership until such time as all reference to membership in his stationery and advertising has been removed.
5.8.1.3 Termination: The Board decided to terminate the membership because the member has not paid monies due by that member, or has failed to ensure that the correct particulars are in the Register for six (6) months (e.g. after one letter has been returned by the post office) or if the member would be disqualified to hold office as a director in terms of the Companies Act, or for any other reason that the Board in its discretion may deem appropriate.
5.8.1.4 The termination of membership shall in no way release a member from any obligation undertaken by the member in respect of his/her membership prior to the termination thereof.
6. Structure
SAPCA shall consist of the following:
The Board and sub-committees;
Executive Committee;
Branches / Regional Committees;
6.1 Board
The Board shall consist of a minimum of ten (10) members and a maximum of eighteen (18) members with a vote and shall be constituted as follows:
6.1.1 The President
6.1.2 The Vice President
6.1.3 The Chief Executive Officer who shall be an ex officio member without a vote
6.1.4 Branch Chairpersons will be board members for a period of one (1) year at the minimum.
6.1.5 No more than six (6) Co-opted members, who by virtue of their expertise, experience and interest in the objects of SAPCA, may be nominated by the President and appointed upon approval of the Board.
6.1.6 The term of office of the Board shall be reviewed annually and members shall be co-opted or elected for a period of no more than three (3) years.
6.1.7 A term on the Board may not exceed more than two (2) consecutive terms of three (3) years each.
6.1.8 No Board member shall be paid remuneration for his/her services. The members may, however, be reimbursed for their travelling and other expenses incurred by them in the execution of their duties when, such occur out of the province in which they reside.
6.1.9 Member firms which are owned, managed, or otherwise operated by a common parent corporation, firm or business entity shall be allowed a maximum of two members at any one time on the Board of Directors, provided however, that members which are franchisees or comprised of franchisees shall not be considered to be owned, managed, or otherwise operated by their franchiser for purposes of this section. If at any time it is determined that three or more individuals serving on the Board of Directors are representatives of firms owned, managed, or otherwise operated by a common parent corporation, firm, or business entity, all but two of such individuals shall resign immediately from the Board of Directors. The vacancy shall be filled in accordance with the provisions of the Constitution and Bylaws. The order of resignation shall be: The most recent member of the Board of Directors who becomes affiliated with a common parent corporation, firm, or business entity of another member of the Board of Directors shall be the first to resign until only two representatives of any common parent corporation, firm or business entity shall remain on the Board of Directors. If two or more such individuals are elected to office at the same election, then such individuals shall decide among themselves who shall resign and who shall remain on the Board of Directors unless otherwise determined by the common parent corporation, firm, or business entity of those individuals.
6.2 Powers and Duties of the Board
6.2.1 The President’s duties are as follows:
6.2.1.1. The President convenes and chairs the meetings of the Board and the Annual General Meeting;
6.2.1.2 The President enforces compliance with the provisions of the Articles and the Board rules and regulations;
6.2.1.3 Signs the minutes of meetings after confirmation;
6.2.1.4 Generally exercises supervision over the affairs of SAPCA;
6.2.1.5 Shall prepare a comprehensive annual report on the activities of SAPCA, such report shall represent all the activities which took place during the tenure of that President in office;
6.2.1.6 Shall generally perform such other duties as by usage and custom pertain to the office of the President
6.2.2 The Vice-President
6.2.2.1 The Vice President shall assume the role of acting President. The Vice President shall assume this role either in the absence or incapacitation of the President or by assignment of the President or the Board.
6.2.3 The Board
6.2.3.1 The Board shall be subject to the provisions of the Articles:
6.2.3.2 At its annual meeting, elect two of its members as Chairperson and Deputy Chairperson of the Board who will hold the title and assume the office of President and Vice President of SAPCA;
6.2.3.3 Appoint the Chief Executive Officer, the Financial Officer and approve a suitable person to act as Company Secretary;
6.2.3.4 Shall act in good faith and discharge its fiduciary duties with the utmost skill and care;
6.2.3.5 Formulate policy and give strategic direction to the Association;
6.2.3.6 To regulate and govern the relationship between SAPCA and the Pest Control Services Industry Board (PCSIB), in all matters and to further make any requests and offer direction to the PCSIB;
6.2.3.7 Transact such other business as it may deem necessary or appropriate;
6.2.3.8 Collect funds by any lawful fund-raising methods for carrying out the aims for which SAPCA is established;
6.2.3.9 Ensure that proper accounts of its financial affairs are maintained and annually audited and presented for approval each year at the Annual General Meeting;
6.2.3.10 Amend the Articles and ensure that all amendments made to the Articles are duly adopted;
6.2.3.11 Generally do all things it may deem necessary to ensure that SAPCA achieves the objects and is run ethically and effectively and in the public interest as per the Board rules and regulations.
6.3 Interest Board Members to be Declared
6.3.1 No Board member shall be disqualified by virtue of his/her office from contracting with SAPCA, whether as a vendor or otherwise. The Board member shall declare full details of his/her interest to the Board or Branch committee prior to a decision being taken on whether any such contract or arrangement shall be entered into, and such member shall not vote on such matter.
6.4 Board Meetings
6.4.1 The Board shall meet at least three (3) times each year.
6.4.2 The Board shall, at one of the three meetings, convene a special meeting which shall be regarded as the Annual Meeting of the Board.
6.4.3 The President, in consultation with the Executive Committee, may convene additional meetings of the Board if he/she deems it necessary to do so.
6.4.4 The quorum at any meeting shall be sixty percent (60%)
6.4.5 The CEO shall supply a copy of the board pack and agenda to each member at least one week prior to a meeting
6.4.6 A meeting may be adjourned and postponed to a date to be determined by the members present, if within one and a half (1, ½) hours after the time appointed for a meeting a quorum in terms of Clause 4.4 above is not present
6.4.7 If there’s no quorum, the meeting must reconvene within twenty one (21) days of the original date. If there is still no quorum, the meeting proceeds and decisions made there shall be binding.
6.4.8 Voting shall be by simple majority; show of hands. The President of the board shall have a casting vote in the case of an equality of votes on an issue.
6.5 Election of Board
6.5.1 Board Members representing their provinces shall be elected at the provincial AGM’s of SAPCA
6.5.2 The nominees who obtain the most votes shall be elected as members of the Board and their names shall be announced at the national AGM
6.5.3 The remaining members of the Board shall be appointed in terms of Clause 1.5
6.6 Termination of Board Membership
6.6.1 Membership of Board shall terminate as follows:
6.6.1.1 On expiry of the member’s term of office, or on termination of his/her membership of SAPCA, or in the case of a Branch Chairperson, when the Branch appoints another Chairperson, or
6.6.1.2 By written resignation delivered to the Board; or
6.6.1.3 If any member has not come to three (3) successive meetings and has not apologised or given a good excuse, accepted by the Board, unless the Board condones the absence: In the case of a Branch representative, the Board shall inform the Branch that appointed the member, and ask them to appoint a substitute.
6.6.1.4 Is guilty of any serious, misconduct or deliberate negligence in the discharge of his/her duties in accordance with any provisions if these Articles
6.6.1.5 The member has behaved in such a manner that, in the discretion of the Board, has placed SAPCA’s standing into disrepute.
6.6.1.6 The President, Vice President or any other Board member may be removed from office for the above, or for any other reasons by the decision of two-thirds (2/3) vote of Board personally present at a meeting. The notice of the meeting must state that such a proposal is on the agenda, and the officer or member must be allowed to address the Board at a meeting if the member so wishes.
7. Office Bearers
7.1 The Board shall meet as soon as possible after each AGM to elect the President, Vice President, Treasurer, the Company Secretary and any other Officers it considers necessary. A person elected to such office may remain on the Board for a period not longer than three (3) years, as provided herein.
7.2 The Board shall fill vacancies when necessary and from time to time determine the duties of the Officers set out in job descriptions adopted from time to time by the Board.
8 Executive Committee
8.1 The President, Vice President, CEO, Company Secretary, Treasurer and two Board Members, shall constitute an Executive Committee to deal with urgent matters which arise between the Board Meetings, and day to day business, including staff matters, disciplinary hearings and grievance procedures and obtaining professional help for any purposes. The committee shall decide on its own procedures.
8.2 The appointment of the Executive Committee referred to in the preceding clause shall be effected by the Board.
8.3 The Board may appoint and delegate functions to standing and other committees as and when they deem necessary.
8.4 A copy of all minutes of all sub-committees shall be sent to the President.
9. The Chief Executive Officer (CEO)
9.1 The Board shall appoint an independent individual as the CEO of SAPCA
9.2 The CEO shall be appointed on a performance contract for a period of three (3) years, which contract may be renewed at the discretion of the Board,
9.3 Subject to the discretion and control of the Board, the CEO shall in terms of his/her contract of employment, have the power and functions to perform the following:
9.3.1 To manage the affairs of SAPCA towards its primary objectives;
9.3.2 Plans, co-ordinates, and controls the daily operation of SAPCA through the association’s managers;
9.3.3 Establishes current and long range goals, objectives, plans and policies subject to the approval of the Board;
9.3.4 Meets with SAPCA’s other executives to ensure that operations are being executed in accordance with SAPCA policies;
9.3.5 Oversees the adequacy and soundness of SAPCA’s financial structure
9.3.6 Reviews operating results of SAPCA, compares them to established objectives, and takes steps to ensure that appropriate measures are taken to correct unsatisfactory results;
9.3.7 Plans and directs all investigations and negotiations pertaining to new sponsorships, joint ventures, and the acquisition of new projects, with approval of the Board of Directors;
9.3.8 Establishes and maintains an effective system of communications throughout SAPCA;
9.3.9 Represents and markets SAPCA with major sponsors, members, the financial community and the public.
10 Member’s General Meetings
10.1 An Annual General Meeting of the members of SAPCA shall be held not later than August each year, and branch Annual General Meetings no later than July each year. The financial year shall be from 1st March to the last day of February each year.
10.2 The agenda of the Annual General Meeting shall include:
10.2.1 Minutes of the previous meeting – to be approved and signed;
10.2.2 The President’s report (including article changes if any to be read out by the Chairperson and discussed, as well as summary of the Branch activities in that year)
10.2.3 The Treasurer’s report – including the audited Annual Financial Statements;
10.2.4 The Auditor’s name and address to be read out;
10.2.5 Names of the Board members to be read out;
10.2.6 Resolutions regarding general policy to be discussed;
10.2.7 Any other business allowed by the Chairperson;
10.3 Written notice of the Annual General Meeting shall be sent to members at least twenty one (21) days before the date of the meeting together with the agenda of the meeting provided that the non-receipt of a notice by a member shall not invalidate the proceedings at a meeting.
10.4 Resolutions to be moved at an Annual General Meeting of SAPCA shall be proposed and seconded by two (2) members in good standing and shall reach the Board by no later than May 31st. Such resolutions shall be fully motivated to enable them to be circulated to all members before the meeting.
10.5 A simple majority shall carry any motion at a general meeting of SAPCA except that resolutions for the alteration of the Articles or the dissolution of SAPCA shall require a two-thirds (2/3) majority of members in good standing present in person or by proxy. Such a signed proxy shall be a member in good standing.
10.6 An extra-ordinary general meeting of members of SAPCA may be called by the Board to consider matters of urgency or of particular importance to the Association. Ten (10) days notice of such meeting shall be given unless the majority of members agree in writing to waive notice.
10.7 The President or failing the President, the Vice President, shall chair all meetings of the Association. In the absence of the President or Vice President or on their request, the meeting shall appoint a chairperson for that meeting.
10.8 The quorum for all members’ meetings shall be thirty percent (30%) of the members in good standing present in person or proxy. A member may appoint as his/her proxy another member in good standing.
10.9 If within thirty (30) minutes of the time appointed for any general meeting, a quorum is not present, the meeting shall stand adjourned to the same time and place on the fourteenth (14) working day after the original date of the meeting. Written notice of such adjourned meeting shall be sent to members at least seven (7) days before the date of the meeting. At the adjourned meeting, the members present shall constitute a quorum.
10.10 The Board may convene other Members’ General Meetings. A Special General Meeting shall also be convened by the Board on written notice signed by twenty (20) members, and not less than twenty one (21) day’s notice. Five percent (5%) of the members in good standing present and sixty percent (60%) in proxy shall constitute a quorum and decisions shall be taken by simple majority of votes at such meetings.
10.11 Even if he/she is not a member:
10.11.1 Any person who is invited to do so by the Board; or
10.11.2 The Association’s attorney
may attend and speak at any meeting, but may not vote unless he/she is a member.
11. Quorum, Notice, Voting and Proxies
Unless otherwise provided in these Articles:
11.1 A quorum shall be thirty percent (30%)
11.2 A person entitled to attend and vote at a members’ meeting may appoint a proxy. The proxy shall be given in a form with sufficient information as required by the Chairperson.
11.3 Reasonable notice of a meeting shall be given in person or by sending it to the member at the contact address as recorded in the register, by post or by phone, fax or other electronic means.
11.4 Decisions shall be taken by the vote of the majority of those persons present or by proxy and entitled to vote at the meeting.
11.5 Voting shall be by show of hands or by written ballot if so decided by the meeting concerned.
11.6 The chairperson at any meeting shall have only one vote.
11.7 A person who has a personal interest (directly or indirectly through a corporation or trust or otherwise) in any contract or arrangement, shall disclose that interest at the Meeting concerned and shall not have a vote, but may attend and speak at meetings on that topic, by invitation of the Chairperson.
11.8 Only paid up members may vote at members’ meetings, unless the Chairperson at that meeting condones non-payment for the purpose of voting.
11.9 The instrument appointing a proxy shall be made in writing by the appointer or his agent.
11.10 A proxy must be a member of the Association
11.11 The holder of a general or special power of attorney by a member shall be entitled to attend and take part in meetings of SAPCA and to vote thereat to the extent that such attendance, participation and voting is authorised by the relevant power of attorney.
11.12 A member may not appoint more than one (1) proxy.
11.13 Every instrument of proxy, whether for a specified meeting or otherwise, shall be in the form or to the effect of the following, or in such other form as the Board may approve, in either case under the heading of or referring to the Association’s name:
“I/We,________________________of_______________________being a member of the South African Pest Control Association, hereby appoint _____________________of ___________________ or failing him the Chairperson of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting or general meeting (as the case may be) of the Association to be held on the _____________________day of __________________and at any adjournment thereof as follows:
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(Indicate instruction to proxy by way of a cross in the space provided above)
Unless otherwise instructed, my/our proxy may vote as he thinks fit.
Signed at____________________this_______________day_____________of___________________
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Signature
11.14 Any proxy or power of attorney in terms of which a proxy is appointed, shall be deposited at the office of the Association not less than 48 (48) hours before the time of the general meeting or presented at the commencement of the meeting in respect of which the representative has been appointed to represent a member. A proxy may be deposited by hand, fax, post, or electronic mail to the address provided in the notice of the Annual General Meeting.
11.15 No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date of its execution, unless specified in the proxy itself.
12. Powers of SAPCA
12.1 SAPCA shall have all the powers necessary, in the opinion of the Board, to attain its objectives which powers shall be vested in the Board, and without limiting its general powers, may:
12.1.1 acquire, hold, invest, re-invest, improve, turn to account, and alienate moveable or immovable property;
12.1.2 buy, sell, lend, exchange, insure, borrow, lease, and let assets;
12.1.3 employ, pay and indemnify administration, educational staff, agents and advisers of every description;
12.1.4 delegate any of its powers to such committee or person as it may deem fit;
12.1.5 engage in legal proceedings of every description and sue or be sued in its own name;
12.1.6 open and operate on accounts at reputable banks and recognised financial institutions, provided that all cheques and formal documents shall be signed by not less than two (2) persons appointed for the purposes by the Board;
12.1.7 indemnify and hold harmless to the full extent permitted by law and to purchase and maintain liability insurance on behalf of any person who serves or has served as a director, officer, employee, or authorised agent of SAPCA or who serves or has serves, at the request of the Board as a director, officer, employee, or authorised agent of another corporation, partnership, joint venture, trust or other entity.
12.1.8 Do anything else necessary for the above
13. Limitation of Powers
Notwithstanding the above, the specific and implied powers of SAPCA shall be limited to the effect that:
13.1 The activities of SAPCA will be wholly or mainly directed to the furtherance of its sole or principal object;
13.2 SAPCA shall not distribute any profits or gains, if any, to any member or other person, and shall use its surplus funds solely for investment, which investments shall be for the objects for which it has been established;
13.3 Funds available for investment shall be invested only in:
13.3.1 One or more financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act 1984 and the Financial Services Board Act 97 of 1990, or
13.3.2 Securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act 1 of 1985;
13.3.3 A legally registered entity designed to house SAPCA’s investment portfolio;
13.3.4 Business enterprises designed to provide a sustainable fund for SAPCA;
13.3.5 SAPCA shall not make financial loans to any person;
13.3.6 Amendments to the constitution shall be submitted for approval to the Commission for the South African Revenue Service (with effect from when tax exemption is granted)
13.3.7 Upon winding up or liquidation SAPCA shall give or transfer its assets remaining after the satisfaction of its liabilities to some other company, society, or organisation with objects similar to those of the Association.
14 Branches / Regional Committees
14.1 The Board shall call a general meeting of the members in the area where the Branch is formed to approve the formation of a Branch and to elect a branch committee to manage the affairs of the Branch.
14.2 A Branch committee shall consist of at least three (3) and not more than six (6) elected members. It may co-opt persons until the end of the following AGM, to fill vacancies, or to contribute useful skills, such as the Treasurer, if he/she is not already an elected member and a legal adviser. The Branch Committee shall appoint a Chairperson from their number.
14.3 Retiring Branch committee members shall be eligible for re-election if nominated and not more than two (2) terms. A Branch committee member may not, however, be nominated for re-election for a continuous period of more than three (3) years and shall be absent from the Branch committee for one (1) year before he/she may be re-elected. The Chairperson may however hold office for a maximum of another four (4) years. The period between Annual General Meetings shall be deemed to be one (1) year.
14.4 A co-opted member shall be eligible for election to the Board if nominated. His/her term of office shall be deemed to have commenced at the Annual General Meeting at which he/she is elected.
14.5 At least one (1) month before the Annual General Meeting of the branch, the Branch Committee shall call for nominations to fill the vacancies on the committee. Nominees shall be members of the branch in good standing. Provided that the nominee shall have been a member of SAPCA for at least one (1) year and provided further that the written agreement of the nominee shall be obtained before the nomination is submitted to the branch.
14.6 The rule of one (1) year’s membership shall not apply in the case of the election of the first committee of a newly formed Branch.
14.7 At the Annual General Meeting, the names of the nominees shall be announced. If there are more nominations than vacancies, a secret ballot shall be held for the election of the number of committee members required.
14.8 The meeting shall appoint two scrutineers to count the votes and the Chairperson shall announce the results of the voting as well as the names of the committee members remaining on the committee.
14.9 Members of a Branch Committee shall cease to hold membership of the committee if they become members who are not in good standing or if they fail to attend two committee meetings without apology or condonation or if for any reason their membership of SAPCA is terminated.
15. Responsibilities of Branch Committees
The responsibilities of the Branch Committee shall be:
15.1 To manage the affairs of the branch subject to the procedure established by the Board;
15.2 To elect a Chairperson of the committee at the first committee meeting after the AGM annually from among its committee members; the Chairperson may hold office for a total period of not more than three (3) consecutive years and two (2) terms of office;
15.3 To submit a quarterly report to the Board covering the activities of the branch.
15.4 To establish sub-committees to deal with specific issues. The Chairperson of such sub-committees shall be members of the branch committees, but the members of the sub-committees should be members of the branch in good standing;
15.5 To adhere to the articles and to the standing rules of the Association;
15.6 To supply the Board with copies of minutes and shall provide such information as may be requested; the Branch Chairperson, and Secretary shall keep the Board fully informed of its affairs;
15.7 A Branch shall be bound by the provisions of these Articles and all amendments to it and shall conform to the spirit of these Articles wherever there is no clear provision on any matter.
15.8 A Branch shall be established in respect of a particular geographic area and shall use the name prescribed for it by the Board;
15.9 The Board may by agreement of seventy-five (75%) of its voting members at any time dissolve the Branch, after consultation with the Branch Committee.
16. Branch Meetings
16.1 The Branch committee shall meet as often as they decide provided that they shall meet not less than three (3) times a year.
16.2 A special meeting of the Branch committee may be called at the request of fifty percent (50%) of the members of the committee provided that the business to be conducted at such meeting shall be fully motivated.
16.3 Notices of branch committee meetings shall be given in accordance with the standing rules of the Association, provided that non-receipt of a notice by a branch committee member shall not invalidate the business transacted at a meeting.
16.4 The quorum for branch committee meetings shall be fifty percent (50%) of the members of the committee.
16.5 The Branch Committee shall convene an Annual General Meeting for the members of the branch no later than the end of July each year. The financial year shall run from 1st March to the last day of February.
16.6 Written notice of the Annual General Meeting shall be sent to branch members at least twenty one (21) days before the date of the meeting together with the agenda of the meeting provided that non-receipt of a notice by a member shall not invalidate the proceedings at a meeting.
16.7 The quorum for the Annual General Meeting of the members of the branch shall be twenty five percent (25%) of the membership of the branch in good standing present in person or by proxy. Such proxy shall be a member of the branch in good standing.
16.8 Resolutions to be moved at an Annual General Meeting of the members of a branch shall be proposed and seconded by two (2) members in good standing and shall reach the branch committee by no later than May 31st for members to be proposed. Such resolution shall be fully motivated to enable them to be circulated to all members before the meeting.
16.9 A simple majority shall carry any motion at an Annual General Meeting of the branch.
16.10 A special general meeting of a branch may be called by a majority of members in good standing provided that the business to be transacted at such a meeting shall be fully motivated. The notice of such meeting and the quorum required shall be twenty five percent (25%) of members.
16.11 The Chairperson of the branch committee shall preside at all meetings of the branch. In the absence of the Chairperson, the meeting shall elect a Chairperson from among their number.
16.12 If within thirty (30) minutes of the time appointed for any general meeting of the branch, a quorum is not present, the meeting shall stand adjourned to the same time and place on the fourteenth (14th) working day after the original date of the meeting. Written notice of such an adjourned meeting shall be sent to members at least seven (7) working days before the date of the meeting. At the adjourned meeting, the members present shall constitute a quorum.
17. Accounting Records
17.1 The Board shall cause to be kept such accounting records as are prescribed by the Act.
17.2 The accounting records shall be kept at the office or subject to the Act, at such place as the Board deems fit.
17.3 A copy of all financial statements (including every document required by law to be annexed thereto) which are to be laid before the member’s at the AGM, together with copies of the board and auditors’ report, shall be made available on request to a member and every person entitled to a notice of the AGM at least twenty one (21) days before such AGM.
17.4 Auditors shall be appointed at the AGM and their duties regulated in accordance with the provisions of the Act.
18. Notices
18.1 A notice by SAPCA to any member shall be regarded as validly given if it is either delivered personally to the member or sent by fax, or e-mail to the members registered address.
18.2 Members shall be responsible for notifying SAPCA of any changes in their address.
19. Amendment of the Articles
19.1 These Articles may be revised or amended by two thirds (2/3) of the members of the Board present at a Board meeting convened for the purpose.
19.2 The proposed amendment shall be included in the agenda. Notice of the proposed amendment shall be given to each Board member twenty one (21) days prior to the Board meeting at which the amendment shall be considered, unless every voting member waives notice.
19.3 A twenty one (21) days’ notice of the proposed amendment shall also be sent to every member of SAPCA. If any member objects, that member must inform the Board in writing, giving the reasons and suggested alternative, not later than seven (7) days before the meeting. If ten percent (10%) of member object in writing, the decision will be delayed to a general meeting. This provision shall not apply to formal amendments made by the Board to clarify or improve procedure, or to meet the requirements of South African Law.
19.4 The amendment shall be reported to members at the following AGM and a copy of the amendments and the Articles shall be made available for inspection. Copies of the amended Articles shall be made available for members on payment of the specified fee, if any.
19.5 A special General Meeting of Members may be convened in terms of these Articles to review and amend the Articles. The Articles may be amended at such a meeting by a resolution passed by not less than seventy five percent (75%) of the members voting in person or by proxy and by not less than five percent (5%) of the membership.
20. Indemnity
SAPCA shall be deemed to indemnify and hold each Board member and each Office Bearer harmless against all claims, demands and actions of whatsoever nature that may be made upon or brought against him/her, whether individually and/or jointly and severally, arising out of or in connection with the administration of the Association, save and except where the claims and/or actions are caused by the personal wilful bad faith or fraud of such Office Bearer.
21. Dispute Resolution
21.1 In the event of any dispute arising out of the interpretation and application of this document, the management of SAPCA or such other incidental matter, the structure declaring the dispute shall notify the other in writing in a manner provided for under these Articles.
21.2 The notice of the dispute must in the minimum contain the following:
21.2.1 Issues in dispute;
21.2.2 The nature of the dispute, whether it is procedural or substantive;
21.2.3 The period during which such issues pertained;
21.2.4 Whether there have been any preliminary attempts to resolve the dispute within the internal structure of the Association;
21.3 On receipt of the notice by the structure declaring a dispute, both structures must endeavour in good faith to resolve the dispute expeditiously using any of the recognised alternative dispute resolution methods;
21.4 If both structures do not agree within seven (7) days of receipt of the notice as to:
21.4.1 The dispute resolution method and procedure to be adopted;
21.4.2 The timetable for all steps in those procedures;
21.4.3 The selection and compensation of independent person/s required to conduct the Alternative Dispute Resolution;
Then the dispute shall be settled in accordance with the rules of the Arbitration Association of South Africa.
22. Dissolution
22.1 Provided that two thirds (2/3) of the members present in person or by proxy and entitled to vote, so agree at a general meeting of members duly called for that purpose:
22.1.1 SAPCA may be dissolved, or
22.1.2 SAPCA may resolve to amalgamate and merge with one or more similar organisation with aims which are substantially similar to those of the Association, in such manner as the members present at the meeting deem fit, in order to establish a new organisation which will generally forward the aims of SAPCA.
22.2 On passing a resolution to amalgamate and merge:
22.2.1 An interim committee with the power to delegate and co-opt to fill vacancies shall be appointed at the meeting to take responsibility for the amalgamation procedure. The election of a new Board in terms of these Articles shall not be necessary.
22.2.2 The interim committee shall have the power to exercise all the powers of the Board and power to do all things necessary to effect such amalgamation, including the amalgamation of branches, and to determine the date upon which assets and liabilities of SAPCA shall be vested in such new organisation and when a branch or SAPCA shall cease to exist. The interim committee shall have the power to register all assets of SAPCA in the name of the new organisation, and to substitute the new organisation as debtor in regard to any one or more debts and contingent liabilities and obligations of the Association.
22.2.3 A new Board shall be elected to replace the interim committee not later that the first subsequent annual general meeting of SAPCA or of the organisation resulting from the merger (referred to as the “new organisation”) as the case may be.
22.2.4 Any surplus assets after the liabilities have been met shall vest in the new organisation
22.3 On dissolution and winding up:
22.3.1 An interim committee (with similar powers to those above ) shall be appointed at the meeting to take responsibility for the dissolution procedure with power to delegate and co-opt to fill vacancies.
22.3.2 All assets shall be sold and liabilities discharged
22.3.3 Any surplus after the liabilities have been met shall be donated to an organisation with similar aims to those of SAPCA and the decision as to which organisation shall receive the funds shall be agreed at the meeting at which the dissolution of SAPCA is decided.
23. The Seal
The Board shall provide for the safe custody of the Seal, which shall only be used with the authority of the Board.
24. By-Laws
The Board shall make such additional By-Laws and amendments to the By-Laws, not in conflict with the Articles, as may be necessary for the proper governing of the Association.
Purpose of the By-Laws
24.1 The By-Laws shall:
24.1.1 Contain detailed rules and procedures to govern the activities of the Association and the conduct of its members;
24.1.2 Clarify, interpret and augment certain items in the Articles which may be subject to misunderstanding or difference of opinions;
24.1.3 Record the policies approved and/or adopted by the members of the Association;
24.1.4 Record the duties, fees and levies payable by members from time to time;
Amendment of the By-Laws
24.2 The By-Laws may be revised, suspended, altered or amended at any Board meeting of the Association, but only by:
24.2.1 A vote of sixty percent (60%) of the members present and voting at the meeting;
24.2.2 A vote of a majority of the members at the meeting provided that the members have received at least ten (10) days advance notice by the Board that the proposed change or changes are to be considered at the meeting;
24.3 The By-Laws and amendments shall become operative when adopted by the Association at a meeting as set out above.