Swellendam Business Forum

Swellendam Business Forum

CONSTITUTION OF THE SWELLENDAM BUSINESS FORUM

  1. NAME

The name of the forum will be the Swellendam Business Forum, hereinafter referred to as SBF.

  • LEGAL POSITION

The SBF is a legal entity, capable of conducting business in its own name and against whom action may also be instituted.

  • LIABILITY

Members of the board will not be held liable either jointly or separately for any actions or duties performed during the course and scope of fulfillment of their duties in respect of principals contained in this constitution on behalf of the SBF.

4.                  AFFILIATION

The SBF will be affiliated with South African Chamber of Commerce and Industry once the board decides that such affiliation will be to the benefit of the SBF.

5.                  PURPOSE AND GOALS

  • Improving the economic interest of members through active involvement and transparency.
  • To tie the business community of Swellendam together
  • To promote business aspects by providing operational guidance and guidance in the business world; render practical services to its members, and protect them from any unfair conduct which may prejudice them; discuss business matters in the interests of its members, make decisions and take measures for the implementation of such decisions.
  • To promote Swellendam as business center in the border economy of the Western Cape, South Africa as well as Internationally.
  • Thorough investigations of any aspect that might affect  business.
  • Arrange lectures and conduct discussions on any topics of commercial nature, and when deemed necessary forward discussion points to the SACCI, AHI and other affiliations as the case may be.
  • Collect, process and distribute any information that might be of value to any business.
  • Promote any economic policy that affects trade in particular or business in general and that benefits businesses.
  • To assist SBF members in all matters affecting the establishment and expansion of business enterprises, and to provide them with assistance and guidance, provided that the SBF as such may not participate in the trade and industry in the county.
  • Ensuring greater interest in the consumer through guidance, joint advertising campaigns and any other means necessary in order to ensure a more sympathetic approach and preventing unfair business demands which consumers might have.
  • Promotion of healthy credit policies among members and as far as credit is concerned to establish co-operation between members as far as possible.
  • Collaborate with other institutions and associations that pursue all or part of the same goals.
  • Strive in collaboration with its members for the training of and guidance to young men and women in trade and industry, by providing support to training schools, by making arrangements with trade houses or institutions for the employment of enrolled students for certain periods , by approval or recognition of diplomas or degrees issued by training institutions and / or the issuance of own diplomas or certificates after selection of students who have completed an approved learning period. Where funds allow, financial aid may be provided to business students on conditions decided by management.
  • Achieve healthy and harmonious co-operation between employers in business and achieve healthier working conditions
  • Buy, rent or otherwise acquire any movable or immovable property which may be necessary for the accommodation of the offices of the SBF and for any other purpose of the SBF to transfer such property or any part thereof sell, rent, mortgage or dispose of it in a manner decided by management




6.                  MEMBERSHIP

Members will consist of 4 (four) groups namely:

6.1             Ordinary Members

 

6.1.1       Traders, industrialists, financiers, service-providing enterprises, associations, organizations and persons who are directly or indirectly involved in the business life of the town or have interests may be admitted as ordinary members.

  • Application for membership has to occur in the prescribe form.
  • The final approval of membership will rest with the board.

6.2             Special Member

Business people from previously disadvantaged communities wh cannot afford membership fees, may apply for special membership on condition that benefits may be limited.

6.3                Honorary Members

Honorary members may be persons who are selected as such on the basis of their service to the Forum, Business Community, competence and experience. Honorary members are elected by the management and have the same privileges as ordinary members, except that they do not have the right to vote. However, the board has the power to delete the name of any honorary member from the list
 

6.4         Membership and Membership fees

  • Honorary members do not pay any membership fees
  • Ordinary members pay membership fees as provide from time to time by the board
  • Fees payable by special members will be determine in accordance with the merits of each case.

6.5         Termination of Membership

Membership will be terminated in the following circumstance:

  • In the event of a member tendering his or her written resignation 3 (three) months before the end of the financial year, such member will however remain liable for his membership fees for  the current year.
  • If a member of the forum is declared insolvent his or her membership will automatically terminate
  • In the event that a member is suspended by the board.

6.6         Disciplinary Procedures and Suspension of members

The board will have the authority in the following circumstances to suspend a member of the SBF on condition that such member be afforded a hearing.  Written notice of such hearing will be delivered to an address as provide on the membership application form at least 7 (seven) days prior to such hearing.

  • In the event of a member’s, membership fees despite demand is outstanding for a period exceeding a year;
  • In the event that a member in the opinion of the board commits an act that is in contradiction with the principles embodied in the Constitution,
  • If the conduct of a member is of such nature that in the opinion of the board, he is no longer fit to be a member of the SBF
  • If a member fails to attend at least 3 (three) meetings without providing a proper excuse.

7.                  REPRESENTATIVES OF BUSINESSES

  • All business that wants to form part of the SBF must in writing provide the secretary of the SBF with the name and address of the person ( as well as his or her substitute which they want the SBF to represent in order to exercise the privileges of membership of the business that he or she represents.
  • A substituted of the representative may attend all meetings that such representative is unable to attend and exercise powers of such representative

8.                  GENERAL MEETINGS

  • Annual general meetings must be held as soon as possible after the end of the financial year. At this meeting, the board reports on the past year’s work and the financial statement is submitted for approval. The board and an auditor are elected at this meeting. A written notice of such meeting shall be sent to all members at least 21 (twenty-one) days in advance.
  • A special general meeting may be called in the following circumstance:
  • In the event that the board decides that it is deemed necessary.
  • If one sixth of the members with a minimum of 3 members requests same by delivering a written request.  In such event reasons must be listed setting out why such meeting is called for and no other matters may be heard during such meeting.
  • The chairman of the SBF will act as chairman of all general meetings and in the event that the chairman is unable to be present the vice-chairman will act as chairman.  In the event that the chairman as well as the vice-chairman is unable to attend such meeting any member of the board as elected by the members of the board may act as chairman.
  • The procedure at general meetings will be as follows:
  • The notice of the meeting will be read,
  • The minutes of the previous annual general meeting and any special meetings will be read and ratified,
  • The general report of the board and financial statements will be read and adopted,
  • The office bearers of the SBF will be elected,
  • Special matters of which 7(seven) days prior notice has been given will be addressed
  • Agenda and general
  • NOTICE OF GENERAL, SPECIAL AND BOARD MEETINGS
  • 7 (Seven) days prior written notice must be given of any special meeting and such notice must clearly set out reasons for such special meeting 
  • 21 (Twenty-One) days prior written notice must be given of any general meeting, the notice must be delivered together with the agenda of such general meeting
  • 7 (Seven) days prior written notice will be given to members of the board of any board meetings the agenda for discussion to accompany such notice.
  • Only bona fide members in other words members whose membership fees are paid in full will have the right to vote
  • A special meeting may be convened by:
  • The Chairman
  • The Board,
  • On request directed at the secretary and signed by at least 10 (ten) bona fide members.

10.             VOTING AND QUORUM 

  1. Only bona fide members will have the right to vote.  For purposes of voting rights, a bona fide member will be regarded as a member whose membership fees are paid in full for the current year.
  1. Voting will occur by way of showing of hands unless at lease 2 (two) members request that voting is done by way of ballot papers. For ordinary matters decision will be made by the majority of votes unless a specified majority is required.
  1. Any motion on which the SBF made a decision shall not be a matter of discussion for at least 6(six) months unless the board decides otherwise.
  1. A quorum will be reached if:
  1. For annual general meetings all of the board members as well as 10(ten) bona fide members,
  1. For the board 50% (fifty) and 1 (one) member,
  1. For a disciplinary hearing and suspension of a member 6 (six) of the board members,
  1. In the event that a quorum cannot be reached the Chairman will have the right to nominate a member of the board,
  1. A bona fide member will have the right to grant a power of attorney to a member of his choice  on condition that such member is a bona fide member and such member to who power of attorney has been given will be entitle to exercise such member’s vote on his or her behalf.
  1. OFFICE BEARERS AND TERM
  1. The following office bearers will be elected at the annual general meeting where only bona fide members will be entitled to vote:
  1. Chairman
  1. Vice-Chairman
  1. Secretary
  1. Treasurer
  1. 3 (three) board members
  1. The term of the office bearers will be for a period of 2 (two) years, after 1 (one) year only 3(three) board members may resign they will however be eligible to be re-elected.

12.             THE BOARD

  1. Constitution
  1. The board will consist of at least 7 (seven) members whom all are business owners have business interest or whom are employed in the greater Swellendam business area.
  1. Written nominations for the board members must be given at least 24 (twenty-four) hours before the annual general meeting, no oral nominations will be accepted.
  1. The board will be elected during the annual general meeting by members who are bona fide members with the provision that the board members will be entailed to co-opt  additional members if they wish to do so
  1. Any interim board vacancy that might exist may be supplemented by the board by way of co-opting.

12.2           Powers

The powers of the board will be to:

  1. To buy, rent or otherwise dispose of movable as well as immovable property, which may be required for the SBF’s offices or for any other purposes of the SBF, and to occupy, sell, rent, pledge or dispose of such property or any part thereof in such manner as the board may decide;
  1. To make provision for the purchase of necessary equipment and stationery  and other items that is deemed necessary for office purposes,
  1. Appointment of employees determining such employees’ salaries and duties as well as dismissal of such employees,
  1. Set out the duties of the board and board  and annex such duties to the constitution
  1. Arrange the procedure of board meetings;

12.2.6 Appoint from time to time 1 (ONE) or more subcommittees, consisting of members as well as non-members of the SBF, and delegate to such committees such powers as they deem fit. All subcommittees nominated by the Board shall report to the latter body, which shall in turn report to the SBF if deemed necessary;

  1. To organize the admission of ordinary and honorary members of the SBF
  1. To terminate the membership of any member if considered necessary.
  1. Promote the general principals and goals of the SBF

12.3         Absence of members of the board at meetings

In the event that a member of the board fails to attend 3(three) consecutive board meetings without having a valid reason for his or her failure to attend such meeting, such member will automatically seize to be a member, however such member will still be eligible for re-election.  Members of the board should attempt to convene monthly meetings, however on request of the Chairman, or in his absence the Vice-chairman or secretary may call for special meetings to be held.

12.4           Chairman and Vice-chairman

The Chairman and Vice-chairman will be elected by members of the board and will remain in office until the next annual general meeting.  The Chairman and the Vice-chairman are eligible for re-election.

  1. Executive Committee
  1. The executive committee will consist of:
  1. The Chairman
  1. The Vice-chairman
  1. The Secretary
  1. The Treasurer
  1. The executive committee will be responsible for decisions involving urgent matters which might occur and will be responsible to report on such matters at the next board meeting
  1. VACANCIES
  1. Die office of a member will be declared vacant by the Chairman in the event of:
  1. Death of a member,
  1. In the event that a member tenders his or her resignation by delivering

7(seven) days prior written notice.

  1. In the event that a member fails to attend 3(three) consecutive meetings without a valid reason
  1. Member be exempted from his or her membership.

14.             DISSOLUTION OR AMALGAMATION

The Forum may be dissolved or liquidated or amalgamated with another body or association by a two-thirds majority decision of the members present at a special general meeting held in accordance with Clause 8 of the Constitution.

15.             RELATIONSHIP OF THE FORUM TO SACCI

The SBF will be affiliated with the SACCI in the event that it is decided that it is to the benefit of the members

16.             REGISTRATION OF PROPERTY

All movable as well as immovable property of the SBF is and will be registered in the name of the SBF, and all contracts, mortgages, mortgages and other legal documents signed on behalf of the SBF are subject to the authority of a decision of the board by 2 (TWO ) members of the board and the secretary signed.

17.             FINANCIAL YEAR

The financial year will run from 1 November until 31 October

18.            ACCOUNTS

All payments will be authorised by the Treasurer and at least 1 member of the executive committee.

19.            INSPECTION OF BOOKS

Each member will be entitled to free access during the office hours to the minute book of the general meetings of the SBF, together with other minutes, accounts and documents, but does not have the authority to remove such documents from the office of the SBF without the permission of the chairperson.

20.             ACCOUNTING OFFICER 

The accounts of the Forum will be prepared annually by an accounting officer. An accounting officer is a person / firm registered with a recognized accounting body. The report of the accounting officer will be submitted at the annual general meeting of the SBF. If an accounting officer is unable to perform his duties between annual general meetings, management has the power to fill the vacancy.

21.             MINUTES

Proper minutes are to be kept of all meetings and such minutes must be sent out within 7(seven) days after a meeting was held.

  • OBLIGATIONS AND DUTIES
  • The board had the authority set out obligations and duties which might be necessary for healthy management,
  • The obligations and duties will be regarded as annexures to the Constitution and will be binding as principles of the Constitution.

23.             AMENDMENTS TO THE CONSTITUTION   

Amendments to the Constitution of the SBF are to be first approved by a majority decision of the board, and will then be passed by a two-thirds majority resolution at an annual general meeting or at a special general meeting convened for the purpose, and of which at least 14 (FOURTEEN) days prior written notice has been given, to all who are entitled to receive notice. Such amendments shall be sent to all members of the SBF together with the notice of the meeting.

THUS DONE AND SIGNED AT SWELLENDAM ON THIS…… DAY OF……………………. 2020.

__________________ CHAIRMAN

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