Member news
2018-06-16

It is with great sadness that we have to share with you that the Chairman of the SAPSDA Board of Directors, Mr. Lester Fine, has passed away on 16 June 2018. 

Lester will be fondly remembered and sadly missed by all whom ever the privilege of knowing him as a friend and/or colleague.

Lester’s dedication to the pump industry and his contribution to the success of SAPSDA will always be remembered and highly appreciated.

 

 



Upcoming Events
2018-06-01

SAPSDA GOLF DAY :

Is moved to the 11th October 2018 - Irene Country Club 

Upcoming Pump Training Courses:

 

Send us a mail to find out more about our Pump training Courses.

 



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SAPSDA Constitution

 CONSTITUTION

 

of the

 

SOUTHERN AFRICAN PUMP SYSTEMS DEVELOPMENT ASSOCIATION

 


Consisting of the following Industries:

 

Pumps

Electrical Motors and Drives

Sealing Systems

Bearings

Couplings and Mechanical Drives

Control Valves

Electrical Cables

Electrical Control and Switch Gear

 

 

 

 

 

 

 

C  O  N  S  T  I  T  U  T  I  O  N      I  N  D  E  X

of the

SOUTHERN AFRICAN PUMP SYSTEMS  

                                           DEVELOPMENT ASSOCIATION                                                     

CLAUSE                DESCRIPTION                                                                                                      

1                              CONSTITUTION COVER SHEET                                                                      

2                              CONSTITUTION INDEX                                                                                   

3                              NAME                                                                                                               

2                              HEADQUARTERS                                                                                                             

3                              DEFINITIONS AND TERMS                                                                                             

4                              OBJECTIVES                                                                                                                       

5                              STATUS OF THE ASSOCIATION                                                                                      

6                              ELIGIBILITY AND APPLICATION FOR MEMBERSHIP                                                

7                              MEMBERSHIP                                                                                                                      

8                              MEETINGS                                                                                                                            

9                              QUORUM, VOTES AND PROCEEDINGS AT MEETINGS                                          

10                           RESIGNATIONS                                                                                                                 

11                           EXECUTIVE COMMITTEE                                                                                                

12                           APPOINTMENT OF OFFICIALS                                                                                    

13                           DUTIES OF OFFICE BEARERS AND OFFICIALS                                                         

14                           REMOVAL OF OFFICE BEARERS AND OFFICIALS                                                   

15                           REPRESENTATION ON BARGAINING AND STATUTORY COUNCILS                 

16                           DISCIPLINE                                                                                                                          

17                           SUBSCRIPTIONS                                                                                                                

18                           FUNDS AND PROPERTY                                                                                                  

19                           EXECUTION OF DOCUMENTS                                                                                      

20                           NOTICES                                                                                                                              

21                           INTERPRETATION                                                                                                             

22                           INDEMNIFICATION AND LIABILITY OF MEMBERS                                                 

23                           ALTERATION IN CONSTITUTION AND FRAMING OF BY-LAWS                         

24                           INSPECTION OF BOOKS                                                                                                  

25                           AUDIT                                                                                                                                   

26                           BALLOTS                                                                                                                              

27                           WINDING UP                                                                                                                     

28                           FINES                                                                                                                                    


CONSTITUTION OF THE SOUTHERN AFRICAN PUMP SYSTEMS DEVELOPMENT ASSOCIATION

 

1.         NAME

 

The name of the Association shall be the SOUTHERN AFRICAN PUMP SYSTEMS DEVELOPMENT ASSOCIATION

 

 

2.         HEADQUARTERS

 

The Head Office of the Association shall be located in Gauteng.

 

3.         DEFINITIONS AND TERMS

 

In this Constitution the following definitions will apply:

 

“Administrator”                   means any person / body / organisation contracted by the Directors / Executive committee to handle the Administration of the Organisation on for and on behalf of the organisation.

 

“Act”                                         means the labour relations Act, 1995, as amended and any other act, regulation or by-law that has bearing on this association. Any expression used in this Constitution and which is defined in the Labour Relations Act, 1995 (Act No. 66 of 1995), shall have the same meaning as in the Act.

 

“Applicant”                            means a company, individual or the like subject to the rules of the Association;

 

“Association”                        means the Southern African Pump Systems Development Association;

 

“Company”                            means a registered limited company, a closed corporation, a                                           partnership, a sole manufacturer and the like;

 

“Companies Act”                 means the new Companies Act, 2008, as amended and any other act, regulation or by-law that has bearing on this association. Any expression used in this Constitution and which is defined in the new Companies Act, 2008 (Act No. 71 of 2008), shall have the same meaning as in the Act.

 

“Director”                               means the person appointed as one of a group of persons entrusted with the overall direction of an enterprise / association as defined and compliant with the Companies Act.

 

“Employer”                            means any person or the State who employs or provides work for any person who receives or is entitled to receive any remuneration;

 

“Executive Committee”    means the member/s elected in terms of Clause 11 to run the affairs of the Association;

 

 

“Financial Year”                    means the period from 1st July in any one year until the 30th June in the year following;

 

“Industry”                              means the industry in which persons are engaged in the                 manufacture, fabrication, assembly, consultation to the industry as well as the end-users of Pumping Systems or elements thereof both locally and internationally;

 

“Pumping System”              means devices, such as pumps, electrical motors and drives, packings and mechanical seals, bearings, couplings and mechanical drives, control valves, electrical cables, electrical controls and switch gear which actuate a controlled flow of liquids, gasses, vapours and/or solids in pipe-lines or pipe-line systems – defined as follows:

 

Ø             “Pumps”              

means devices, a device that raises, transfers, delivers, or compresses fluids, liquids containing solids or that attenuates gases especially by suction or pressure or both at a controlled in pipe-lines or pipe-line systems;

 

Ø        “Electrical Motors and Drives”   

means Electric Induction motor set in in motion by means of electricity of which the speed can be controlled by means of a variable speed drive.

 

Ø             “Sealing Systems”                            

means mechanical seals or gland packing including “o” rings and gaskets.

 

Ø             “Bearings”          

means a part that allows one part to rotate or move in contact with another part with as little friction as possible.

 

Ø             “Couplings and Mechanical Drives”         

means any device used to couple a Pump to an Electrical Motor.

 

Ø            “Control Valves”              

means any mechanical device used to regulate, direct and/or control the flow of liquid, gas, and other by opening and closing or partially obstructing various passageways – which can be operated manually or by other means.

 

Ø            “Electrical Cables”           

means an assembly of one or more electrical conductors, usually held together with an overall sheath used for transmission of electrical power.

 

Ø            “Electrical Controls and Switch Gear”     

means any equipment used in the transmission of electricity to ensure the reliability of electrical equipment. Used in a combination of electrical disconnect switches, fuses, circuit breakers or relays to control, protect and isolate electrical equipment both to energize and de-energize equipment.

 

 

“Month”                                 means a calendar month, i.e. from the first day of any month to the last day of the same month;

 

“Member/s”                        means any person, consultant, distributor, repairer, importer, categorised as either a manufacturing member, associate member, affiliate member, individual member or student member whichever the case may be, both locally and internationally. The classes of membership are as follows;

 

Ø  “Manufacturing Member” 

means a member of the Association who is fully and actively engaged in the manufacture, fabrication and / or assembly of pumping systems; that is involved with the design and manufacturer of components used in a pumping system.

 

Ø  “Associate Member”        

means a member of the Association who is not fully and actively engaged in the manufacture, fabrication and/or assembly of components of pumping systems, but whose activity in the Industry forms a significant part of such activity, in the opinion of the Executive Committee, which will include inter alia, Importers, Suppliers, Repairers and Refurbishers of components to make up a pumping system.

 

Ø  “Affiliate Member”            

means a member of the Association who is not fully and actively engaged in the Industry, but who is engaged in activities having a bearing on the Industry, and who has a vested interest in the Industry, which will include inter alia, downstream manufacturers, Original Equipment Manufacturers (OEMs), Consultants/Specifiers, and End Users

 

Ø  “Individual Member”        

means a member that is involved in the Pump Industry                        

either as an advisor, consultant, educator, distributor, repairer or designer.

 

Ø  “Student Member”            

means a person enrolled at an educational institution studying a course which has “pumps” as part of the curriculum. 

 

 

Words referring to the singular shall include the plural and vice versa.

 

 

4.         OBJECTIVES

 

The objectives of the Association shall be to:

 

4.1          To promote, encourage and protect the interests of members, to establish a recognised group identity for its members, and to deal with each and all matters as may affect the common interests of the members.

 

4.2     To represent to any government, minister or public authority, municipal, local, or otherwise, the necessity for enactment or amendment of legislation, or for the issue of regulations or rules, or for the introduction or amendment of any tariffs or duties, that may affect the interest of the Association or its members;

 

4.3          Affiliate with and participate in the affairs of any association or federation both national or international whose activities have an influence on SAPSDA;

 

4.4       Promote, support or oppose any proposed legislative or other measures affecting the interests of the industry and the members of the associations;

 

4.5       Use every legitimate means to encourage employers in the industry to become members;

 

4.6       To maintain and improve liaison with project clients with a view to securing their co-operation and understanding of the aims, objectives and purposes of the Association;

 

4.8       Establish and administer funds for the benefit of its members;

 

4.9       Do such lawful things as may appear to be in the interest of the Association and its members and which are not inconsistent with the objects or any matter specifically provided for in this Constitution;

 

4.10    Administer funds for the furtherance of the objects of the Association;

 

4.11    Amalgamate or to affiliate or collaborate with any Companies, Institutions, Societies or Associations having objects altogether or in part similar to this Association;

 

4.12    Encourage, promote and advance in the overall levels of technical abilities and capabilities at all levels

 

4.13    Co-operate with members, customers, consultants and code-making bodies that are involved in the industry;

 

4.14    Further the interests of the industry through marketing of the association;

 

4.15    Promote the objectives of the association:

 

4.15.1 Formation of a “Skills Development” committee that will develop and advance all levels of technical abilities required by the industry with a yearly program of training events planned.

 

4.15.2 To develop local manufacturing with the objective of creating employment opportunities and ultimately be able to compete in the export market and assist local manufacturing members to increase the local content of products, produced for the industry, and qualify for designation.

4.15.3 To obtain local certification for products manufactured locally that is international recognition.

 

4.15.4 Participate, as an association, in the relevant outboard missions and exhibitions as arranged by the dti export and marketing assistance program - both locally and internationally.

 

4.16    Act as the centre for industry liaison, contact and knowledge transfer;

 

4.17    Accept any gift, whether subject to any special trust or not, for any one or more of the objects of the Association;

 

4.18    Secure contributions to the funds of the Association by such means as may be decided on by the Directors and executive committee;

 

4.19    Print and publish or to assist financially, or to subsidise any newspapers, periodicals, books or leaflets, that the Association may think desirable for the promotion of any of its objects and to establish and maintain a reference library consisting of books and publications containing information;

 

4.20    Borrow, invest, lend, subscribe or donate money for the furtherance of the objects of the Association;

 

4.21    Obtain, collate and circulate statistics and information likely to be of use to members;

 

5.         STATUS OF THE ASSOCIATION

 

This Association shall be a Non-Profit Company with perpetual succession capable of entering contractual and other relations and of suing and being sued in its own name and shall be a Non-Profit Company registered in terms of the relevant Companies Act.

 

6.         APPLICATION FOR MEMBERSHIP

 

6.1       Application for membership shall be made on the form prescribed by the Executive Committee of the Association.  Such form shall be lodged with the person/body in charge of Administration of the Association; as appointed / authorised by the Executive Committee of the Association.

 

6.2       Applications for membership subject to Clause 11.13.7 of the Constitution shall be considered by the Directors/Executive Committee, and ratified at a General Meeting of the Association, preferably within two (2) months, but not more than three (3) months of the receipt thereof;

 

6.3       If admission to membership is refused by the Directors/Executive Committee, the applicant shall be provided with reasons for such refusal, and shall have a right of appeal to the next general meeting of the Association which shall have the power to confirm or reverse the decision of the Executive Committee.  Such an appeal shall be in writing and shall be submitted to the general meeting of the Association. The general meeting’s decision shall be final. 

 

7.         MEMBERSHIP

 

7.1       Membership of the Association shall consist of Manufacturing, Associate, Affiliate, Individual and Student Members;

 

7.2       Any employer engaged in the industry concerned with the manufacture, fabrication and/or assembly of devices which actuate a controlled flow of liquids, gasses, vapours and/or solids in pipe-lines or pipe-line systems, both locally and internationally.

 

7.3       Members shall conduct their business in accordance with generally accepted ethical standards and, at no time, shall a member bring the name of the Association into disrepute. The Code of Ethics of the association needs to be signed with every applicant of membership.

 

7.4       Every member shall notify the Administrator, in writing, of his/her postal and physical address and any change thereof within fourteen days (14) of the date on which the change occurred.

 

7.5          A member who has resigned or been expelled from the Association and who is still engaged to the interests set forth in Clause 6.1 may be re-admitted to membership on such conditions as the Executive Committee may determine;

 

7.6          The affairs of the Association and the proceedings and discussions at all meetings of the Association and Directors/Executive Committee shall be confidential, and members and representatives shall be bound by this confidentiality.  Any violation of this shall be considered as contravening the constitution and may be dealt with in terms of clause 19.

 

7.7          The members as at the date of the adoption of this amended constitution are those listed in Annexure “A” hereto.

 

8.         MEETINGS

 

8.1       The Annual General Meeting of the Association shall be held as soon as possible after the close of the Financial Year, but not later than the 31st December of that year, at a time and place fixed by the Executive Committee. The business of the Annual General Meeting shall be:

 

8.1.1   To consider the Balance Sheet and Income and Expenditure Account of the Association and the report of the Auditors and of the Executive Committee of such accounts and of the operations or activities of the Association during such year;

 

8.1.2   To elect a Chairperson, Vice-Chairperson and members of the Executive Committee;

 

8.1.3    Such further or other business of which notice shall have been given.

 

8.2           Further meetings which shall be known as Combined Meetings of the                Association shall ordinarily be held once every two months or as the Executive Committee may determine, at such time and place as the Directors/Executive Committee may decide.

 

8.3          Upon receipt of a written requisition from no fewer than three (3) Manufacturing Members, the Directors/Executive Committee shall call a Special General Meeting, to take place within three (3) weeks from the date of receipt of such requisition which shall clearly state the objects of such meeting and no other business may be transacted.

 

8.4          Seven (7) days written notice of Special General Meetings and Combined Meetings must be given to all members by the Administrator and shall state the items to be discussed thereat. Shorter notice of not less than twenty-four hours may, at the discretion of the Chairperson, be given in respect of Special General Meetings. 

 

8.5          At least fourteen (14) days written notice of each Annual General Meeting and of the time and of the place at which it shall be held shall be given by the Directors/Executive Committee to the members. The time and venue will be confirmed seven (7) days before the date of the Annual General Meeting.

 

 

 

9.         QUORUM, VOTES AND PROCEEDINGS AT MEETINGS

 

9.1       Four Manufacturing Members in good financial standing shall form a quorum at any General Meeting of the Association.

 

9.2       The Chairperson shall have the power, with the consent of the Meeting, to adjourn a Meeting from time to time and from place to place, but no business shall be transacted at any Adjourned Meeting other than the business unfinished at the meeting from which the adjournment took place.

 

9.3       Questions arising for decision at any such meeting shall, unless otherwise provided herein, be decided by a majority vote (subject to 9.12 below) on a show of hands or motion duly seconded, or by ballot should the meeting so decide provided that in the case of elections the candidates up to the required number receiving the highest number of votes shall be declared elected. In the case of an equality of votes the Chairperson shall have the casting vote in addition to his/her deliberative vote.

 

9.4       The proceedings of any meeting shall not be invalidated due to the non-receipt of notice of any meeting.

 

9.6       No member shall be regarded as in good standing nor have the right to vote, nor be entitled to any of the benefits of membership if and so long as any subscription due by him/her is unpaid for a period exceeding three (3) months.

 

9.7       The Chairperson, or in his/her absence, the Vice-Chairperson, shall preside at all Meetings. In the event of the Chairperson and Vice-Chairperson not being present within five minutes after the time for which the Meeting is called, the members present shall proceed to elect an Acting Chairperson.

 

9.8       If, within fifteen minutes from the time appointed for any General Meeting, a quorum is not present, the Meeting, if convened on the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the week following, or in the event of such day being a public holiday, to the succeeding working day at the same time and place, and at such Adjourned Meeting the members present shall form a quorum. Notice of such Adjourned Meeting shall be given by the Administrator to members.

 

9.9       All matters shall be decided on motion and, if the presiding officer so decides, any motion shall be reduced to writing and shall be delivered to the Chairperson or presiding officer to be read at the Meeting. No motion shall be considered unless seconded.

 

9.10    The minutes of the last preceding Meeting shall be circulated by the Administrator/Director at least fourteen (14) days prior to the meeting, and be signed by the presiding officer after confirmation.

 

9.11    All members of the Association shall be entitled to be represented at meetings of the Association either personally or by a duly accredited representative whose name shall be notified by the member in writing to the Administrator/Director from time to time.

 

9.12    Every Manufacturing Member of the Association who is in good standing shall be entitled to exercise one (1) vote at meetings of the Association. Such vote may be exercised by the representative nominated in terms of Clause 9.11

 

 

10.       RESIGNATIONS

 

No resignation shall be accepted of which one (1) month’s notice in writing has not been received by the Administrator/Director of the Association, and no resignation shall take effect until all monies due to the Association by the member concerned have been paid. Any member resigning may not claim any refund of monies paid to the Association.

 

 

11.       EXECUTIVE COMMITTEE

 

11.1    The management of the affairs of the Association shall, between General Meetings, be vested in an Executive Committee.

 

11.2    The Executive Committee shall be comprised as follows and shall be elected from the ranks of the Manufacturing/Associate and Affiliate members at the Annual General Meeting of the Association

 

11.2.1       The Chairperson and two Vice-Chairpersons;

 

                   The Chairperson and two Vice-Chairperson of the Association shall ipso facto be Chairperson and Vice-Chairpersons of the Executive Committee elected from any members (except students);

 

11.2.2       Six (6) other members;

 

11.2.3      The executive committee shall comprise at least 3 members from the manufacturing member group.

 

11.2.4       All Directors can also serve on the executive committee in addition to the executive committee members elected

 

11.3    The Executive Committee shall have power to co-opt members to the Committee. Such co-option shall be for the purpose of advising the Committee on any particular matter and for such period as the Committee may determine, but for no longer period than to the next Annual General meeting. Co-opted members shall be entitled to attend Committee Meetings and may speak but shall not be entitled to vote.

 

11.4    All elected members of the Executive Committee shall hold office for a minimum period of 2 years until the Annual General Meeting, when they shall retire from office, but shall be eligible for re-election.

 

11.5    Each member of the Directors/Executive Committee shall have one (1) vote and in the case of an equality of votes, the Chairperson shall have a casting vote in addition to his/her deliberative vote.

 

11.6    The Directors/Executive Committee shall meet from time to time but not less than once in three (3) months to conduct the business of the Association. Special Meetings of the Executive Committee shall be called by the Chairperson whenever he/she deems it advisable or upon requisition signed by not less than three (3) members of the Executive Committee.

 

11.7    The quorum for a Meeting of the Executive Committee shall be many members of the Committee, more than 50%.

 

11.8    Nominations for membership of the Executive Committee shall, subject to Clause 11.11, be made by a proposer and a seconder at the Annual General Meeting.

 

11.9    If within fifteen minutes from the time appointed for any Executive Committee Meeting a quorum is not present, the Meeting may stand adjourned to the same day in the week following, or in the event of such a day being a public holiday, to the succeeding working day at the same time and place, and at such Adjourned Meeting the members present shall form a quorum. Notice of such Adjourned Meeting shall be given by the Administrator/Director to Executive Committee members.

 

11.10  Members of the Executive Committee shall be given not less than fourteen (14) days notice in writing of the time and place of Meetings by the Administrator/Director, provided that shorter notice of not less than twenty-four hours may, at the discretion of the Chairperson, be given in respect of Special Meetings. To every notice of a Meeting an Agenda shall be attached whenever practicable or sent to the members at not less than twenty-four hours before the time of the Meeting.

 

11.11  Vacancies occurring on the Executive Committee shall be filled by the Directors/ Executive Committee from members of the Association. A member so appointed to fill a vacancy shall hold office for the unexpired portion of the period of office of his/her predecessor.

 

11.12  The office of a member of the Executive Committee shall ipso facto be vacated:

 

11.12.1    On suspension or expulsion of his/her Company from membership of the Association;

 

11.12.2    On being absent from three consecutive meetings of the Committee, other than Special Meetings, without the permission of the Committee being first obtained;

 

11.12.3    On resigning by giving one (1) month’s notice in writing to the Administrator of the Association;

 

11.12.4  On ceasing to be in good standing, that is when the subscription or any special fund contributed by his/her Company is more than three (3) months in arrears;

 

11.12.5  If he/she becomes insolvent or being the representative of a Company, if a Company he/she represents be placed under liquidation whether voluntarily or by Order of Court.

 

11.12.6  On being absent from two or more consecutive General Meetings of the Association.

 

11.13  The Executive Committee shall have power:

 

11.13.1    To hire or secure suitable premises for the purposes of the Association, and to provide all necessary furniture, books, papers, fittings and requisites;

 

11.13.2    To engage with the Administrator and other employees, to fix their salaries, prescribe their duties and to discipline and / or dismiss such person’s subject to normal procedures in terms of the Act and good labour practice;

 

11.13.3    To enforce by-laws and/or rules not inconsistent with the Constitution of the Association for the time being in force or with the Act or any other law;

 

11.13.4    To regulate the form of procedure in the Committee;

 

11.13.5    To call meetings of all or any group of members of the Association;

 

11.13.6    To appoint from time to time one or more subcommittees consisting of members of the Association for the purpose of investigating and making recommendations to the Executive Committee on matters referred to them by the Executive Committee, and to add to such subcommittees any other members of the Association or representative of any member appointed under Clause 9.11 hereof, as it may think fit, and to fix the quorum for meetings of any subcommittee so appointed and the same at pleasure to revoke and to discharge such subcommittee wholly or in part. All subcommittees appointed by the Executive shall report to the Executive Committee if deemed necessary. In the absence of a quorum, subcommittee meetings shall stand adjourned for fifteen minutes, and thereafter whether or not a quorum is present, the meeting will be proceeded with;

 

11.13.7    To conduct an inspection of the premises of an applicant for membership or an existing member and report to a General Meeting within one month of receipt thereof by the Administrator/Director, to fix the conditions under which former members of the Association may be re-admitted to membership, and to suspend, fine or expel a member for cause appearing sufficient to a majority of the Executive Committee.

 

11.13.8    To acquire, either by purchase, lease or otherwise, any movable or immovable property, and also to sell, let, mortgage, or otherwise deal with or dispose of movable or immovable property belonging to the Association; provided that no immovable property shall be alienated, or mortgaged or leased for longer periods than five (5) years, without the sanction of a resolution of the Association in General Meeting, convened on not less than fourteen (14) days’ notice either by circular to members or by advertisement, for the purpose of authorising such alienation, mortgage or lease;

 

11.13.9    To open and operate on a banking account in the name of the Association and to appoint an Auditor or Auditors;

 

11.13.10  To further the objects of the Association generally and to do and carry out all its purposes, aims and objects except for those that this Constitution are expressed to be carried out by the Association in a General Meeting.

 

11.13.11  To decide all matters of procedure on which this Constitution is silent.

 

11.14           The Executive Committee as at the date of adoption of this amended constitution consists of those persons listed in Annexure “B” hereto.

 

 

12.       APPOINTMENT OF PAID OFFICIALS

 

The Executive Committee shall be empowered to employ any other person(s) to carry out duties at a salary and on terms and conditions of employment which shall be set out in a letter of appointment. All expenses incurred by such an employee in the execution of duties on behalf the association could be claimed should these be approved in advance by the Directors/Executive Committee.

 

Directors will not receive any remuneration from the Association and no Director will be allowed to be a paid employee/official. Costs and incidentals incurred in the execution of duties on behalf the association could be claimed should these be approved in advance by the Directors/Executive Committee.

 

 

13.       DUTIES OF OFFICE BEARERS AND OFFICIALS

 

13.1    Chairperson

 

The Chairperson shall preside at all meetings at which he/she is present, enforce observance of the Constitution of the Association, sign minutes of meetings after confirmation, fix dates of meetings, endorse all accounts for payment after approval by the Executive Committee and generally exercise supervision over the affairs of the Association and perform such other duties as by usage and custom pertain to the office. In the case of an equality of votes, the Chairperson shall have the casting vote in addition to his/her deliberative vote.

 

13.2    Vice-Chairpersons

 

The two Vice-Chairpersons shall exercise the powers and perform the duties of Chairperson in the absence of the latter.

 

13.3    Administrator

 

13.3.1   The Administrator shall conduct the correspondence, issue notices of meetings,  attend all meetings of the Association, take Minutes of the proceedings and all communications and papers that he/she may be instructed to read, keep a register of members , the address of each member, the date on which he/she became a member in terms of the Constitution and in the event of the cessation of membership the date thereof and the reason therefore, prepare annual and other reports and publications as directed by the Association. When so directed, take charge of the property and papers of the Association; and generally, carry out such duties and functions as may be assigned to him/her from time to time.

 

All matters of urgency and importance requiring an immediate decision shall be referred by him/her to the Chairperson, and in the event of being unable to communicate with the Chairperson, he/she shall refer the matter to any two members of the Executive Committee.

 

The Administrator shall not be entitled to vote at any meetings of the Association.

 

13.3.2       In addition to the duties laid down in Clause 13.4.1 the Administrator shall perform the duties imposed on him/her by Section 98, 99 and 100 of the Act, relating to the retention of records and the supply of information to the Registrar of Labour Relations.

 

 

14.       REMOVAL OF OFFICE BEARERS AND OFFICIALS

 

14.1    An office bearer or official may be removed from office: -

 

                                14.1.1    if he/she infringes any of the provisions of this Constitution; or

 

14.1.2    if he/she acts in a manner which is detrimental to the interests of the Association.

 

14.2    No office bearer or official may be removed from office unless he/she has been afforded chance to state his/her case personally at a Meeting of the Executive Committee.

 

14.3    An office bearer or official who has appeared before the Executive Committee and who is dissatisfied with the decision of the Committee shall have the right to appeal to the first ensuing General Meeting of the Association. Notice of the appeal shall be given to the Administrator, in writing, within thirty days of the date on which the decision of the Executive Committee was communicated to the person concerned. The General Meeting may confirm or reverse the decision of the Executive Committee and the decision of the General Meeting shall be final.

 

 

15.       REPRESENTATION ON BARGAINING AND STATUTORY COUNCILS

 

15.1    A General Meeting may at any time decide that the Association shall become a party to a bargaining or statutory council established in terms of the Labour Relations Act, 1995.

 

15.2    Candidates for election as representatives on any such council or board may be nominated at the meeting and the election shall take place by ballot.

 

15.3    Representatives on a bargaining or statutory council may be removed by a General Meeting and may resign on giving one month’s notice to the Director/Executive Committee, or such notice as may be prescribed in the Constitution of the Council concerned.

 

15.4    In the event of the resignation or death of a representative or his/her removal by a General Meeting, the vacancy shall be filled by the Executive Committee pending the next General Meeting.

 

 

16.       DISCIPLINE

 

16.1    A General Meeting may fine, suspend or expel from membership of the Association any member who is more than three (3) months in arrears with his/her subscription, fines or levies and who has failed to pay outstanding amounts within seven (7) days after having received written notice from the Administrator to that effect, or who as shown by a majority vote:

 

16.1.1       has committed any breach of the Constitution or by-law of the Association; or

 

16.1.2       has by his/her conduct rendered himself/herself unfit to remain a member of the Association; or

 

 

 

16.1.3       has by his/her conduct brought the name of the Association into disrepute; or

 

16.1.4       has committed any breach of any agreement, notice or award published or made under the Act or any amendment thereof or of any law relating to the control of industry or labour whether or not such member has been charged or convicted in a Court of Law for such breach.

 

16.2      Any member whom it is proposed to fine, suspend or expel or who is alleged to have been guilty of any conduct referred to in Clause 16.1 shall, by not less than four (4) days notice delivered personally or addressed by fax or e-mail to his/her address registered under Clause 20, or to his/her last known address, be required to appear before a meeting of the Executive Committee held to deal with the matter. The reasons for the proposed expulsion or the nature of the alleged misconduct, as the case may be, shall be set out in the notice. At such Meeting, at which such member may appear in person or by a representative authorised in writing, such member shall be given an opportunity of denying or explaining the conduct complained of.

 

Should such member fail to appear by himself/herself or by a representative from their company authorised in writing, the Committee may deal with the matter in his/her absence. The decision of the Committee shall be notified to the member by notice delivered personally or by registered letter as above within fourteen (14) days of the date of the Meeting or Adjourned Meeting at which the matter was considered.

 

16.3    A member expelled by the Executive Committee for any reason other than non-payment of subscription shall, by written notice, delivered to the Administrator not more than ten (10) days after the date of expulsion, be entitled to appeal to a General Meeting of members of the Association, which the Administrator/Director shall on receipt of the notice forthwith convene in terms of Clause 8.2 of the Constitution.

 

16.4    Such General Meeting may by not less than two-thirds (2/3rds) majority vote of those present and entitled to vote (which vote shall be taken by ballot) reinstate such member.

 

16.5    A member shall be entitled to call witnesses in support of his/her case, when attending a Meeting of the Executive Committee or a General Meeting in terms of Clause 16.2 or Clause 16.3, as the case may be.

 

16.6    The expulsion of a member shall become effective from the date on which the decision of the Executive Committee or, in the event of an appeal, from the date on which the decision of the General Meeting was notified to him/her. A member who is expelled from membership shall have no claim on the funds of the Association.

 

16.7    When a member is expelled from the Association, the Committee shall advise all the members of the Association of the fact that such a person or Company is no longer a member.

 

 

16.8    Upon expulsion of a member, all monies due to the Association by such member shall become payable. If payment thereof is not made within thirty (30) days, the Executive Committee may take such steps as it deems necessary to secure payment thereof.

 

17.       SUBSCRIPTIONS

 

17.1    The annual subscription shall be due in advance on the 1st July in each year, notwithstanding the date of the Annual General Meeting at which such subscriptions shall be fixed.

 

17.2    New members’ subscriptions shall be pro rata for the balance of the current year in which they join, but in each case, shall be calculated from the first day of January, April, July and October prior to their joining and shall be payable in advance within such period after admission of the new member concerned as the Association may determine.

 

17.3    Special funds may be raised from members of the Association for the purposes other than secretarial fees or winding up by a decision of a General Meeting of the Association, after prior notice has been given, and such meeting may fix the maximum payable by members should it consider it necessary.

 

17.4    The amount of the annual subscription in respect of the following classes of membership will be forward to the members to be ratified at the Annual General Meeting;

 

17.5    The Association may in General Meetings amend the subscription fees payable by any class of member, provided that any such amendment shall only become effective at the commencement of the next financial year.

 

 

18.       FUNDS AND PROPERTY

 

The funds and property of the Association whatsoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or in any other manner by way of profit, to the members of the Association, provided, however, that any payments in respect of remuneration to any officer or servant, of the Association, and the reimbursement of expenses incurred for and on behalf of the Association shall not be regarded as a contravention of this clause.

 

19.       EXECUTION OF DOCUMENTS

 

19.1    All Powers of Attorney, Bonds, Deeds and other documents, the execution of which has been authorised by the Directors/Executive Committee, shall be signed by the Chairperson and Administrator, or two persons lawfully acting in their stead, and appointed for that purpose by the Directors/Executive Committee.

 

19.2    Cheques drawn on the account of the Association shall be signed by the Chairperson or the Vice-Chairperson, and countersigned by the Administrator.

 

19.3    Payment by Electronic Transfer of Funds will be done by three (3) Directors – one to load the payment on the system and two (2) directors to release the payment.

 

19.3    The funds of the Association shall be applied to the payment of expenses, the acquisition of property, and for the objects specified in Clause 4 as may be approved by the Executive Committee or for such other purposes as may be decided upon by a General Meeting, or by the members voting by ballot.            

 

20.       NOTICES

 

Every member shall register with the Administrator a physical, postal and e-mail address and a fax number, and except where otherwise provided herein notices may be served upon any member either personally, or by sending them through the post, in a prepaid letter addressed to such member at his/her registered address, or by facsimile or by e-mail. Should a member fail to so register his/her addresses he/she shall be deemed to have waived his/her right to receive notices.

 

 

21.       INTERPRETATION

 

In cases of doubt as to the meaning or interpretation of any of the provisions of this Constitution or any by-laws or regulation, or matters on which the Constitution is silent, the interpretation of the Chairperson shall be final and binding on all members, provided that any ruling given by the Chairperson may be subsequently amended by a General Meeting.

 

 

22.       INDEMNIFICATION AND LIABILITY OF MEMBERS

 

The liability of members is limited to the amount unpaid on their subscriptions. Every Office Bearer, Committee person, Paid Official and Employee of the Association shall be indemnified by the Association against all costs, losses and expenses he/she may incur as a result of his/her carrying out the instructions of the Association or in the performance of his/her legitimate official duties on behalf of the Association.

 

 

23.       ALTERATION IN CONSTITUTION AND FRAMING OF BY-LAWS

 

23.1    This Constitution may be amended, altered, added to, repealed or substituted and by-laws adopted by resolution passed by a majority of not less than two-thirds (2/3rds) of the Members in good standing present at a General Meeting or Special General Meeting of the Association called for that purpose.

 

23.2    Upon such amendment, alteration, repeal of, or addition to any of the provisions thereof, or substitution of this Constitution being made as aforesaid, or by-laws being adopted, the same shall be binding upon all members of the Association [provided that no such amendment, alteration, repeal of, or addition to the provisions of this Constitution or the substitution thereof, shall have any force or effect until certified in terms of Sub-Section (3) of Section 101 of the Labour Relations Act, 1995]

23.3    By-laws shall not be inconsistent with the Constitution, the Act or any other law.

 

 

 

24.       INSPECTION OF BOOKS

 

Every member shall have free access during business hours to the Minute Books of all Meetings of the Association and to all audited accounts, and to the Auditors report thereon; they shall not be removed without the consent of the Executive Committee but members shall be permitted to make copies of or to take extracts from the Annual Statement of Income and Expenditure and Balance Sheet and the Auditors’ Report thereon and for this purpose true copies of such documents shall be made available to them.

 

 

25.       AUDIT

 

The accounts of the Association shall be audited annually by Auditors appointed by a General Meeting. The auditors shall be “Public Accountants” as defined in the Act. The report of the Auditors on the Accounts of the Association, and the Balance Sheet and the Statement of Income and Expenditure prepared by him/her shall be submitted to each Annual General Meeting of the Association. Such Auditors shall be registered in terms of the Public Accountants and Auditors Act, 1951.

 

 

26.       BALLOTS

 

26.1    In addition to those cases in respect of which the taking of a ballot is compulsory in terms of this Constitution, a ballot on any matter shall be taken if a General Meeting so decides and shall also be taken:

 

26.1.1       if demanded in writing by not less than twenty-five percent (25%) of the members of the Association in good standing; and

 

26.1.2       on any proposal to call a lock-out.

 

26.2    Ballots shall be conducted in the following manner:

 

26.2.1       Notice of a ballot shall be given to each member of the Association in writing by the Administrator at least three (3) days before the ballot is to be taken, provided that a ballot may be taken without notice at any General Meeting on the decision of many of the full members present.

 

26.2.2       Two scrutineers shall be appointed by a General Meeting to supervise any ballot and to ascertain the result thereof.

 

26.2.3       Ballots shall be conducted at the place, on the date and during the hours as may be specified in the notice referred to in paragraph 26.2.1 of this Clause.

 

26.2.4       Ballot papers shall be provided by the Association. The issue to be voted upon shall be set forth clearly on the ballot papers, and such papers shall not contain any information by means of which it would be possible to identify the votes and all voting by ballot shall be secret.

 

26.2.5       One ballot paper only shall be issued on demand at the place and during the hours fixed for the taking of the ballot, to each full member who is entitled to vote.

 

26.2.6       Each voter shall, in the presence of the scrutineers, be issued with one ballot paper which he/she shall thereupon complete, fold and deposit in a container provided for the purpose.

 

26.2.7       Ballot papers shall not be signed or marked in any way apart from the mark required to be made by a member in recording his/her vote. Papers bearing any other mark shall be regarded as spoilt and shall not be counted.

 

26.2.8       On completion of the ballot or as soon thereafter as possible, the result thereof shall be ascertained by the scrutineers in the presence of the Director and made known through this official. In the case of

elections the candidates up to the required number receiving the highest number of votes shall be declared elected.

 

26.2.9       Ballot boxes shall be inspected by the scrutineers and sealed by the Director in their presence prior to the issue of ballot papers.

 

26.2.10    Ballot papers, including spoilt papers shall be placed in a sealed box again after they have been counted and shall be retained by the Administrator for not less than three (3) years.

 

26.3    The Directors/Executive Committee may decide that a postal ballot of members shall be taken, in which event the ballot shall be conducted in the following manner:

 

26.3.1       The Director shall send by registered post or e-mail to each member of the Association a ballot paper and a stamped and addressed envelope marked “Ballot”. The ballot paper shall on completion be inserted in the envelope provided for the purpose, shall be sealed and posted or delivered so as to reach the Director within fourteen (14) days from the date of despatch. On receipt of such envelopes, the Director shall immediately place such envelopes in a sealed ballot box.

 

26.3.2       Two scrutineers shall be appointed by the Executive Committee to ascertain the result of the ballot. The ballot box shall be opened and the ballot papers counted by the scrutineers in the presence of the Director, who shall immediately advise the Executive Committee of the result of the ballot.

 

26.3.3       The same procedure shall mutatis mutandis apply to a postal ballot confined to members of the Executive Committee of the Association.

 

26.4    In any ballot conducted relating to any election the candidates, up to the required number, receiving the highest number of votes shall be declared elected.

 

26.5    The Directors/Executive Committee shall be bound to take action according to the decision of a majority of the members voting in a ballot.

 

26.6    The Association shall, before calling a lock-out, conduct a ballot of those of its members in respect of whom it intends to call the lock-out.

 

26.7    Notwithstanding anything to the contrary contained in this Constitution, members of the Association shall not be disciplined or have their membership terminated for failure or refusal to participate in a lock-out if:

 

26.7.1       no ballot was held about the lock-out; or

 

26.7.2       a ballot was held but a majority of the members who voted did not vote in favour of the lock-out.

 

 

27.       WINDING-UP

 

27.1    The Association shall be wound up if at a ballot conducted in the manner prescribed in the Constitution not less than two thirds (2/3rds) of the total number of First Members of the Association vote in favour of a resolution that the Association be wound up.

 

 

27.2    If a resolution for the winding-up of the Association has been passed or if for any reason the Association is unable to continue to function the following provisions shall apply:

 

 

27.2.1       The last-appointed Chairperson of the Association, or if he/she is not available, the available members of the last-appointed Executive Committee of the Association, shall forthwith transmit to the Labour Court a statement signed by him/her or them setting forth the resolution adopted or the reasons for the Association’s inability to continue to function, as the case may be, and request the Labour Court to grant an order in terms of Section 103 of the Labour Relations Act, 1995.

 

27.2.2       The liquidator appointed by the Labour Court shall call upon the last-appointed office-bearers of the Association to deliver to him/her the Association’s books of accounts showing the assets and liabilities together with the register of members showing, for the 12 months prior to the date on which the resolution for winding-up was passed or to the date as from which the Association was unable to continue to function, as the case may be (hereinafter referred to as the date of dissolution), the membership fees paid by each member and his/her address as at the said date.

 

27.2.3       The liquidator shall also call upon the said office-bearers to hand over to him/her all unexpended funds of the Association and to deliver to him/her the Association’s assets and the documents necessary in order to liquidate the assets.

 

27.2.4       The liquidator shall take the necessary steps to liquidate the debts of the Association from its unexpended funds and any other monies realised from any assets of the Association, and if the said funds and monies are insufficient to pay all creditors after the liquidator’s fees and the expenses of winding-up have been met, the order in which creditors shall be paid shall be the same as that prescribed in any law for the time being in force relating to the distribution of the assets of an insolvent estate, and the liquidator’s fees and the expenses of winding-up shall rank in order as though the expenses were the costs of sequestration of an insolvent estate.

 

 

 

27.2.5       After the payment of all debts in accordance with paragraph 27.2.4, the remaining funds, if any, shall be distributed among the remaining members of the Association on the basis of membership fees actually paid during the 12 months prior to the date of dissolution.

 

27.2.6       After the payment of all the liabilities any assets that cannot be disposed of in accordance with the provisions of this clause shall be realised by the liquidator and the proceeds paid to the Commission for Conciliation, Mediation and Arbitration in accordance with Section 103(5) of the Labour Relations Act, 1995.

 

27.2.7      The liability of members shall for the purpose of this clause be limited to the amount of subscriptions due by them to the Association in terms of this Constitution as at the date of dissolution.

 

28.             FINES

 

Wherever in the Constitution provision is made for the imposition of a fine on a member, such fine shall not exceed One Hundred Rand (R100,00) in the case of the first offence, shall not exceed Five Hundred Rand (R500,00) in the respect of every further offence.

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