Constitution of the South African Association of Freight Forwarders: Western Cape

Amended: 30th January 2003

ARTICLE 1     TITLE

 
1.1               The name of the Association is the South African Association of Freight Forwarder’s: Western Cape,    hereafter referred to as the Association.

1.2               The registered office of the Association is in Cape Town. The location of this office may be transferred by decision of the Association.

ARTICLE 2     OBJECTS

2.1               The Association was formed to promote the common interests of members who carry on the business of international freight forwarding by sea, land or air and related activities.

 Its objects shall be to further the interests of international freight forwarders in any manner that appears desirable to the Association

2.2               To deal with all matters concerning the welfare of members; to guard against the withdrawal or curtailment of rights or privileges, and to make representations to any person, body or authority on any matters affecting the collective interests of members.

2.3               To frame Rules, Agreements, and/or a Code of Conduct for the observance by members.

2.4               To amalgamate, affiliate, or co-operate with, or subscribe to any Association, Society, Corporation or other body in the Republic of South Africa, provided that such organisation is also exempt from the payment of Income Tax in terms of Section 10(1)(cB)(i)(ff) of the Act.

2.5               The Association will not carry out any profit making activities; or participate in any business, profession or occupation carried on by any of its members, or provide any financial assistance, premises, continuous services, or facilities to its members for the purpose of carrying on any business, profession or occupation by them.

  
ARTICLE 3     LEGAL STANDING, LIABILITY, INDEMNITY AND DISSOLUTION

3.1               The Association is a corporate body with perpetual succession distinct from its members and is capable of suing or being sued in its own name; it shall have powers to borrow, invest or lend money, or to acquire or dispose of movable or fixed property for the objects of the Association and to deal therewith.

3.2               The liability of the Association shall be limited to its assets and members shall not have any further liability other than for the amount of any unpaid subscriptions, if any, from time to time.

3.3               Officers, Committee members, Servants and Agents acting in the bona fide exercise of their powers on behalf of the Associations shall be indemnified against all loss, costs or expenses arising from such acts, by the Association.

3.4               The income and property of the Association shall be applied solely towards the promotion and objects of the Association. Any of its surplus funds shall not be distributed to any person and shall be invested for the objects of the Association.

3.5               Should the Association be dissolved any assets remaining after satisfaction of its liabilities shall be given or transferred to another organisation with objects similar to those of the Association and which is itself exempt from Income Tax in terms of Section 10(1)(cB)(i)(ff) of the Act.

 
ARTICLE 4     MEMBERSHIP

 
4.1        Membership shall be open to any individual, company or closed corporation who is engaged in international freight forwarding, customs clearing or any other related business activity and is prepared to accept a commitment to assist in furthering the objects of the Association and to protect its integrity, provided that such organisation is situated in the Western Cape.

4.2               Application for membership shall be on completion of the Association’s official application form obtainable from, and submitted to the Secretary.

4.3               Election shall be at the sole discretion of the Executive Committee, which need not give any reason for its decision. The Executive Committee may refer any application to a general meeting where circumstances merit such action.

4.4               The elected member shall thereupon pay the required fees within thirty days of notification and thereafter will be furnished with a copy of the Constitution and Code of Conduct of business and by which the member shall forthwith be bound.

4.5               Associate Membership may be granted at the discretion of the Executive Committee to companies, close corporations and individuals who have an affinitive relationship with the business of international freight forwarding. Associate Members may attend meetings but do not have voting rights.

4.6               Life Membership may be granted at the discretion of the Executive Committee to any individual in recognition of their service and contribution to the Association. Life Members may attend meetings but do not have voting rights.

 
ARTICLE 5     CONTROL

 5.1        The management of the Association shall be vested with the Executive Committee, which shall consist of not less than four nor more than ten representatives of members, including a Chairman and vice Chairman, all elected at the Annual General Meeting. The Executive Committee shall have power to co-opt additional members at its discretion and to appoint sub-committees and delegate their duties.

5.2               The Chairman and Vice Chairman shall be elected annually at the Annual General Meeting.

5.2.1       The Chairman so elected may be a recently retired person who was an active member of the Association and who therefore has the necessary insight and experience of the Association that the position demands.

5.2.2     Such retired person shall make themselves available for the position on the understanding that such a position is an honorary one. However this person maybe remunerated for his or her expenses and or services, which shall be decided upon at an Annual General Meeting or by the full Executive Committee should circumstances, dictate during their office. Such remuneration shall be fully motivated and should not in any way not be a financial burden on the Association".

5.3               Vacancies on the Committee by retirement, resignation or death shall be filled by appointment by the Executive Committee and the new member or members shall hold office until the next Annual General Meeting.

 
ARTICLE 6     SECRETARY, AUDITORS AND MINUTES

6.1               The Secretary shall be appointed by the Executive Committee. The members at the Annual General meetings shall appoint an accounting officer, or similarly qualified person, in order to conduct an impartial review of the financial records of the association.

 6.2        The resolutions and records of all meetings shall be recorded by the Secretary in a minute book, which shall be signed by the Chairman when confirmed at the next ensuing meeting. Notification of Executive Committee meetings shall be in writing not less than seven days prior to the meting and copies of such minutes shall be circulated to all members no more than ten working days after such a meeting.

 
ARTICLE 7     SUBSCRIPTIONS AND BANKING

 7.1        Subscriptions shall be fixed annually by the Executive Committee and shall be payable annually by no later than the end of February of the year in which they are due.

7.2               Should the amount of the subscriptions at any time be found to be insufficient to meet expenditure, the Executive Committee shall be empowered to levy members at its discretion as will be sufficient to meet the shortfall.

7.3               All subscriptions and any other revenue of the Association shall be deposited in a bank account in the name of the Association. Cheques drawn on the bank shall be signed by any two of the Chairman, Vice Chairman and Secretary.

7.4               The Executive Committee may invest any surplus funds of the Association provided such investment is made with registered financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1) of 1985).

7.5               All expenses incurred by the Association shall, where authorised by the Executive Committee, be paid out of the funds of the Association.

7.6               The financial year of the Association shall end on 31 December.

ARTICLE 8     MEETINGS

 8.1        The Annual General Meeting of the Association shall be held not later than the month of February in each year. No fewer than fourteen days written notice of such meeting shall be given to all members in writing. Such notice shall include a call for written nominations from members for the positions of Chairman, Vice-Chairman and Executive Committee.

8.2               The business of the Annual General Meeting shall be to receive the Annual Report and Financial Statement; the election of the Chairman, Vice Chairman and Executive Committee, the appointment of an auditor and other such business as is generally conducted at an Annual General Meeting.

8.3               The Executive Committee may, whenever it thinks fit or upon a requisition made in writing and signed by not less than six members of the Association, call a Special General Meeting. Fourteen days written notice shall be given to all members and such notice shall specify the object of the meeting.

8.4               Twenty-five percent of members, personally present or represented by proxy in writing and entitled to vote, shall form a quorum for the Annual General Meeting and for any Special Meeting. A proxy shall be a member of the Association.

8.5               If no Quorum of members is present at any meeting of members, then such meeting shall stand adjourned for fifteen minutes.

8.6               Notwithstanding anything hereinbefore contained as to a quorum, the number of members present at such adjourned meeting shall constitute a quorum for such meeting.

8.7               The Chairman of the Executive Committee shall be Chairman of all meetings of members or, in his absence, the Vice Chairman, and failing either, a member to be chosen from those present shall preside.

8.8               Each member shall be entitled to one vote at any Annual General Meeting or any Special Meeting.

ARTICLE 9     RESIGNATIONS

ARTICLE 10   REGULATIONS FOR CONDUCT OF BUSINESS

 10.1      The Constitution of the Association may be altered, repealed, carried or amended in whatever manner thought fit, provided that the approval of the members of the Association as detailed in Article 8.4 is obtained.

10.2           When deciding upon mandates to delegates having to vote at meetings of the South African Association of Freight Forwarders, or at Annual Conferences on matters having the effect of altering, repealing, varying or amending the Constitution of the South African Association of Freight Forwarders, its regulations or code for the conduct of business, the voting shall comply with Article 8.4

ARTICLE 11   INTERPRETATION OF THE CONSTITUTION

 11.1      Any amendments to the Constitution or dispute as to the interpretation of this Constitution shall be referred to the Association at a Special General Meeting. A two-third majority of a normal quorum i.e. 25% of members personally present or represented by proxy in writing at such a meeting shall be binding.

11.2           Any amendments to the Constitution must be submitted to the Commissioner for Inland Revenue. This is in terms of a ruling by the Commissioner when authority for exemption from the payment of Income Tax was granted.

ARTICLE 12   EXPULSION OF MEMBERS

12.1          Failure to uphold the Association’s Code for the Conduct of Business, may render a member liable for expulsion from membership. If for these, or for any other reason, the Committee considers a member should be expelled, a Special General Meeting of the Association shall be called to decide the action to be taken. No subscription shall be refunded.