SAMGA Constitution

samga-logo-no-textCONSTITUTION OF THE SOUTH AFRICAN MANGO GROWERS’ ASSOCIATION

 

1.  NAME

1.1       The name of the Association shall be “The SOUTH AFRICAN MANGO GROWERS’ ASSOCIATION” (SAMGA)

 

2. HEADQUARTERS OF THE ASSOCIATION:

2.1       The headquarters of the Association shall be at Tzaneen or at such other place or places as the Board of Directors may decide.

 

3. CORPORATE STATUS

3.1       The Association shall be a body corporate having an existence independent of its members, with perpetual succession and with power to own and hold movable and immovable property, and all its assets shall be registered or held in the name of the Association; the individual members of the Association shall not be liable to meet the debts, engagements or liabilities of the Association, which shall be incurred in the name of the Association and the liability of the members shall be limited to the amounts due by them in respect of their subscriptions or in respect of other monies payable by them in terms of this Constitution.

 

4.  AIMS AND OBJECTIVES:

The aims and objectives of the Association shall be:

4.1       The collection, collation and distribution of information concerning the production and marketing of Mangoes;

4.2       To encourage the co-ordination of export and local marketing of Mangoes and to assist in the distribution of information to exporters;

4.3       To make provision for the necessary quality requirements and the application thereof in conjunction with the relevant State bodies;

4.4       To make recommendations concerning the handling and distribution of Mangoes;

4.5       To carry out research, to have research carried out and to co-ordinate such research concerning the production and marketing of Mangoes;

4.6       To increase the demand Mangoes locally and overseas by advertising, promoting and by such other means as the Association shall deem fit;

4.7       To collect funds by way of entrance fees, annual subscriptions and donations as well as levies on members’ fruit in terms of the Constitution and Bye-laws. Such income shall be used to defray administrative expenses and to further the objectives of the Association;

4.8       To act as the official mouthpiece of the Mango Growing Industry in all negotiations with State bodies and organised agriculture.  To lend money at the discretion of the Board of Directors to its employees or third persons, with or without security and to borrow monies in the interest of and for the benefit of the members and for the purposes thereof to bind the assets of the Association as security;

4.9       To insure any or all of the Association’s properties or assets or undertakings against risk of loss by fire, burglary, riot of other loss and to insure any employee or servant of the Association under any Fidelity Insurance Policy or against risk of loss of life or disablement or injury arising out of or in the course of such employment;

4.10     To invest and from time to time to re-invest the monies of the Association and or alter of vary such investments: to receive and collect income, interest or rental: to buy, sell, let and hire immovable property: to maintain, repair and improve immovable property: to cancel, cede and make over mortgage bonds and to institute and defend legal proceedings in any competent Court;

4.11     To engage and dismiss employees of the Association and to fix the terms of service and rates of remuneration of such employees;

4.12     To draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, bills of exchange, bills of lading, debentures and other negotiable or transferable instruments;

4.13     To do all such other things as may be deemed incidental or conducive to the attainment of the foregoing objectives of any one of them.

 

5. INCOME, PROPERTIES AND MONIES

5.1       The income property and monies of the Association from whatsoever source derived, shall be applied solely towards the promotion of the objectives of the Association as herein set forth and no portion thereof shall be paid or transferred directly or indirectly by way of a dividend, bonus or otherwise by way of profit to the persons who are at the time or have been members of the Association, or to any other persons claiming through them, provided, however, that nothing herein contained shall prevent the payment in good faith of the out-of-pocket expenses of any officers, servants or members of the Association or the payment in good faith of remuneration to any person whomsoever in return for  any services actually rendered to the Association.

 

6. MEMBERSHIP

6.1       Membership of the Association shall be limited to:

6.1.1    Grower Members:

Grower members shall be all persons who grow Mangoes in the Republic of South Africa.

6.1.2    Associate Members:

Associated members shall be all persons who are involved in the packing, distribution, processing and or marketing of Mangoes and who are not themselves growers.

6.1.3    Special Members:

Special members shall be any person who, in the sole discretion of the Board of Directors, merits membership by virtue of special qualifications or experience, of value to the Mango industry.  Special members may be invited to join the Association and their appointment shall be for such periods as the Board may determine.

6.1.4    Honorary Life Members:

Honorary life members shall be members who in recognition of special or extraordinary services rendered to the Mango Industry, are appointed Honorary Life members.

6.1.5    International Members:

International members shall be individuals or enterprises situated outside of South Africa.

 

6.2       Members of the Association may include individuals, Companies, Co-operatives and Corporate bodies or institutions.

 

7. APPLICATION FOR MEMBERSHIP

7.1       Application for membership shall be made in writing on the prescribed form accompanied by the entrance fee and subscriptions, provided for in the Bye-Laws, to the Board of Directors who in their sole discretion shall be entitled to accept or reject any such application.

7.2       A register of members shall be kept by the Managing Director of the Association or and entity appointed by the Board of Directors.

 

8. VOTING RIGHTS OF MEMBERS

8.1       Each grower member who has paid his levies and dues, shall, at any General Meeting, be entitled to one vote.

8.2       A grower member whose levies and dues are still outstanding shall have no voting rights.

8.3       No other member or representative shall have voting rights.

8.4       A grower member whose levies and dues are fully paid, may appoint any authorized person to speak and vote in his stead at a General Meeting of the Association, provided that:

8.4.1    Such member shall not be entitled to appoint more than one proxy,

8.4.2    The same person shall not act as proxy to more than three members or representatives.

9. TERMINATION OF MEMBERSHIP

Membership of the Association shall terminate:

9.1       On the date that a member’s ceases to be qualified as provided for in paragraphs 6.1 and 6.2 above; or

9.2       On the expulsion and removal of a member from the register of members in terms hereof.

 

10. ENTRANCE FEES AND SUBSCRIPTIONS

10.1     The entrance fees and subscriptions payable by members shall be those prescribed from time to time in terms of the Bye-Laws.

 

11. RESIGNATION, SUSPENSION AND EXPULSION OF MEMBERS

11.1     A member shall be entitled to resign at any time provided that he shall have notified the Association in writing of his intention so to do.

11.2     The Board of Directors shall be entitled to suspend or expel and remove from the register of members, any member who, without good cause:

11.3     Breaches any of the provisions of this Constitution and or the Bye-Laws of the Association; or

11.4     Fails to discharge his liability in respect of any monies due by him to the Association within 30 (THIRTY) days of the month end in which such monies become due.

11.5     Any suspension of membership shall be such period as the Board may determine, during which period, the member affected shall not be entitled to exercise his voting rights or attend association meetings.

11.6     Any such resignation, suspension or expulsion shall not thereby release such defaulting member from his liability to the Association and neither shall such resignation and or defaulting member be entitled to any refund of his entrance or subscription fee, or any part thereof.

 

12. BOARD OF DIRECTORS

The Board of Directors shall consist of at least 12 (TWELVE) directors, who are members of the association and will consist of the following:

12.1.    Chairman (1)

The Chairman shall be elected by the Board of Directors and shall be ratified by the members an AGM The Chairman shall hold office for a period of two years.

12.2.    Vice-Chairman (1)

The Vice-Chairman shall be elected by the Board of Directors. The Vice-Chairman shall hold office for a period of two years.

12.3     Past Chairman (1)

The Past Chairman shall be the outgoing Chairman.  The Past Chairman shall hold office for a period of two years.

12.4     Regional Directors (5 plus)

The Regional Directors shall preferably be the Chairman plus one other representative of each Regional Committee representing the following five regions:

12.4.1  Members of the Regional Committee shall elect a chairman of the Regional Committee and one other representative to represent the region on the Board. They shall hold office for a minimum period of two years and thereafter annually but not exceeding five consecutive years.  The Past Chairman of a Regional Committee may be elected as Vice-Chairman thereof one year after completing his term as Chairman.

12.5     Top three levy paying Directors (3)

The top three levy paying growers shall be entitled to representation on the Board.

12.6     Additional directors

The Board may appoint additional directors to serve on the Board.

12.7     Managing Director (1)

A Managing Director who shall be appointed by the Board of Directors.

 

13. Executive Committee

13.1     The Executive Committee of the Board of Directors shall consist of the chairman, Vice Chairman, Past Chairman and Managing Director.

13.2     The Board of Directors are granted the power of co-option should they for whatever reason deem it necessary to invite a member of SAMGA in good standing to join the Board of Directors.

13.3     The appointment must be a unanimous decision of all the Directors of the Board.

13.4     The appointment shall be for an initial period of two years and shall be renewed thereafter annually. Such renewal to be by unanimous agreement from the remaining Board of Directors.

 

14. TERM OF OFFICE OF DIRECTORS

14.1     Except for the Managing Director who shall be a paid employee of the Association and who shall hold office for such period as the Board of Directors may decide, all other Directors shall hold office for a period of two years.

 

15. VOTING RIGHTS OF DIRECTORS

15.1     Directors shall each have one vote at meetings of the Board of Directors and shall be entitled to nominate in writing an alternate Director to be present and to vote at meetings of the Board on his behalf.

 

16. PROCEEDINGS AT MEETINGS OF THE BOARD

16.1     The Board shall meet or confer at least once per year and as often and at such times as the Board may deem necessary for the despatch of business and may adjourn or otherwise conduct its proceedings in such a manner as it may determine.  Matters arising at any meetings shall be decided by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or casting vote.

16.2     A two thirds majority of the Directors present at any meeting shall be required in respect of all fiscal matters to be decided upon by the Board.  A member of the Board may and the Secretary, on the requisition of a member of the Board shall, at any time summon a meeting of the Board.

16.3     The Board shall ensure that proper minutes of all meetings are kept and the minutes of each meeting are submitted for approval to the next meeting of the Board for approval and thereafter be signed by the Chairman.

16.4     The Board shall in addition ensure that accurate records are kept of all financial and contractual transactions.

16.5     A Chairman and Vice-Chairman of the Board of Directors shall be nominated by the Board and shall be entitled to expel from the Board of Directors any Director who without good cause is absent from two consecutive meetings of the Board.

16.6     The quorum necessary for the transaction of the business of the Board shall be 4 (FOUR).

 

17. POWERS OF THE BOARD OF DIRECTORS

The Board of Directors shall have the following powers:

17.1     The Board shall administer the business of the Association and may exercise all powers of the Association, except those which in terms of this Constitution are reserved exclusively to the Association in general meeting, subject to the following:

17.1.1  The Board shall comply with all lawful directions given to it from time to time, by the Association in general meeting.

17.1.2  All actions taken by the Board prior to receipt of any such directions from the Association in general meeting shall remain valid.

17.2     The Board shall appoint a “Managing Director” for such period as the Board may determine to administer and manage the day to day affairs of the Association.

17.3     The Board may delegate any of its powers to sub-committees, consisting of such members or member or such other persons as it may deem fit.  Any sub-committee, shall in the exercise of the powers so delegated, conform to any directions that may have been given to it by die Board and shall, subject to such directions, conduct its proceedings in such manner as it may itself determine.

17.4     The Board shall have power to frame the Bye-Laws in terms of this Constitution providing for the election and qualifications of members and Directors of the Association, the rates of subscriptions and entrance fees, the qualifications for membership, the use of the Associations property and facilities, the formation, control and management of the business and affairs of the Associations generally and make amendments and additions thereto from time to time.

17.5     The Board shall have the power to suspend or terminate a member’s membership on the grounds set out herein and in the Rules.  Such expelled or suspended member shall have the right to appeal to the general meeting of members in the area in which he conducts his Mango business.

 

18.  ANNUAL AND SPECIAL GENERAL MEETINGS:

18.1     The annual and Special General Meetings of the Association shall be convened by notice in writing to each member, at least 14 (FOURTEEN) days prior to the date of the meeting, specifying the date, place, time and agenda of the meeting:

18.2     The Annual General Meeting shall be held not later than ten months after the end of the financial year, to deal with the following matters:

18.2.1  To receive and consider the annual report of the Chairman of the Board;

18.2.2  To receive and approve the annual financial statement;

18.2.3  To elect Directors as provided for in Clause 12 above or to take note of Area Directors elected at separate meetings held in each area prior to the Annual General Meeting.

18.2.4  To consider matters of general interest.

18.3     A Special General Meeting may be called by the Chairman and one member of the Board or at the request of three members who shall deliver such a request to the Managing Director in writing and the Special General Meeting so called shall only deal with the specific matter for which the meeting was called or requested;

18.4     No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business, which quorum, unless otherwise determined by the Association, shall be 5% of the total number of grower members appearing in the membership register on the last day of the month preceding the meeting;

18.5     Should there not be a quorum as aforesaid further notice of 14 (FOURTEEN) days shall be given of a general meeting and if within one half hour of the time appointed for such meeting a quorum is not present, the members then present shall form a quorum.

18.6     At any general meeting a resolution put to the vote of the meeting shall be decided by a show of hands.  A declaration by the Chairman of the meeting that a resolution has been carried or lost and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact, without proof of the actual number or proportion of the votes recorded in favour or against such resolution;

18.7     In the case of an equality of votes whether on a show of hands or on a poll, the Chairman of the meeting at which the voting takes place shall be entitled to a second or casting vote.

 

19. AMENDMENT OF THE CONSTITUTION

19.1     No alteration to the Constitution shall be made, except at a General meeting, of which at least 28 (TWENTY-EIGHT) days’ notice in writing specifying the proposed amendment to the Constitution, has been sent to all members and unless the amendment be approved by a majority of two thirds of those present and voting at the meeting.

 

20. BOOKS OF ACCOUNT

20.1     The Association shall keep proper books of account which shall, during business hours, be available for inspection at the Headquarters of the Association, to any member who shall be entitled to make copies of or extracts therefrom.  The financial year of the Association shall commence on the 1st day of October in each year.

 

21. DISSOLUTION OF THE ASSOCIATION

21.1     The association shall be dissolved if at least two thirds of those entitled to vote at the Annual General Meeting, vote in favour of such dissolution.  No motion for dissolution of the association shall be considered unless all members are advised thereof at least three months prior to the consideration of the motion;

21.2     If upon liquidation or dissolution of the Association, there remains any property whatsoever, after the satisfaction of all the debts and liabilities of the Association, it shall not be paid to or distributed amongst the members of the Association, but shall be given or transferred to some other institution or institutions having objectives similar to those of the Association to be determined by the members of the Association at or before the time of the dissolution.

 

22. DESPITE ANYTHING TO THE CONTRARY CONTAINED ELSEWHERE IN THIS CONSTITUTION, THE FOLLOWING PROVISIONS WILL APPLY: 

22.1     The South African Mango Growers’ Association (referred to hereafter in the sub clauses of this clause 22 as SAMGA) must have a committee, board of management or similar governing body consisting of at least three (3) persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of SAMGA;

22.2     No single person may directly or indirectly control the decision–making powers relating to SAMGA;

22.3     SAMGA may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives;

22.4     SAMGA is required to utilise substantially the whole of its funds for the sole or principal object for which it has been established;

22.5     No member may directly or indirectly have any personal or private interest in SAMGA;

22.6     Substantially the whole of the activities of SAMGA must be directed to the furtherance of its sole or principal objective and not for the specific benefit of any individual member or minority group;

22.7     SAMGA may not have a share or interest in any business, profession or occupation which is carried on by its members;

22.8     SAMGA must not pay to any employee, office bearer, member or other person any remuneration as defined in the Fourth Schedule of the Income Tax Act which is excessive having regard to what is generally considered reasonable in the sector and in relation to the service rendered;

22.9     Substantially the whole of SAMGA’s funding must be derived from its annual or other long term members or from an appropriation by the government of the Republic of South Africa in the national, provincial or local sphere;

22.10   SAMGA must as part of its dissolution transfer its assets to:

22.11   Another entity approved by the Commissioner or the South African Revenue Service in terms of Section 30(B) of the Income Tax Act.

22.12   A Public Benefit Organisation approved in terms of Section 30.

22.13   An institution, board or body which is exempt from tax under Section 10(1)(cA)(i); or

22.14   The government of the Republic of South Africa in the national, provincial or local sphere.

22.15   The persons contemplated in Clause 22.1 above must submit any amendment of this constitution to the Commissioner of the South African Revenue Service within thirty (30) days of such amendment;

22.16   SAMGA will comply with such reporting requirements as may be determined by the Commissioner of the South African Revenue Service from time to time;

22.17   SAMGA is not and may not knowingly become a party to and will not knowingly permit itself to be used as part of an impermissible avoidance arrangement contemplated in Part 11A of Chapter 111 of the Income Tax Act or a transaction, operation or scheme contemplated in Section 103(5) of the Act.

 

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