Constitution of the South African Chamber of Commerce (UK) Limited (SACC)
1. Name
2. Registered office
3. Purpose
4. Membership
4.1. Qualification for membership
4.2. Age
4.3. Membership Fee
4.4. Revoking Membership
5. Classes of Membership
6. Rights of Members
7. Annual General Meeting
8. Annual Financial Statements
9. Annual Report
10. Executive Committee
10.1. Executive Committee members
10.2. Election of the members of the Executive committee
10.3. Duties of the members of the Executive Committee
11. Meetings of the Executive Committee
12. Nominations to stand on the Executive Committee
13. The Board
13.1. The Board Membership
15. Liability of the SACC
16. Financial Institutions and disbursements
17. Profits
18. Borrowing Powers
19. Alteration of Rules
1. Name
The name of the SACC shall be the South African Chamber of Commerce (UK) (SACC)
2. Registered office
The SACC’s registered office is to be situated in England and Wales.
3. Purpose
The SA Chamber of Commerce is an umbrella organization and conduit for trade, community and investment into and out of South Africa. This will also hopefully bring to an end the proliferation of the formation of other such groups as all needs for all communities, in this collective unit, will be met. The purpose of the SACC shall be to provide a forum and meeting point for South African businesses in the UK, and to facilitate the development of suitable business opportunities. The aims are:
3.1. To bring under a common management agreement, all current SA Business focused organizations to benefit from: knowledge sharing around common practices, sharing of information and economies of scale in their logistical management,
3.2. to offer advice to members in the operation of their business as and when might be requested or appropriate,
3.3. to provide a united voice when dealing with government bodies, both in South Africa and the UK/EU such as Trading Standards, Customs and Excise, Port and other Health authorities, DTI and other government trade bodies,
3.4. to provide a united voice when dealing with private sector industry groups, clubs, associations with similar interests to SACC, both in SA and the UK/EU,
3.5. to provide training opportunities for members in all aspects of business as appropriate with particular emphasis on operating businesses in South Africa and the United Kingdom,
3.6. to provide a central body for the administration, research and support of sub-committees and associated bodies with specific interests in specific business areas or industries,
3.7. to provide a forum to promote business opportunities between members, and,
3.8. to provide proactive facilitation of business introductions.
4. Membership
4.1. Qualification for membership
4.1.1. Any business or individual interested in SACC activities qualifies for membership.
4.1.2. A member in good standing shall be defined as one who has paid the current annual Membership Fee and adhered to a good and true morale code of conduct.
4.1.3. Membership or its privileges may be revoked or modified by the Executive Committee or Board.
4.1.4. Any person representing such a business who becomes a Member of the SACC agrees to be bound by the Constitution of the SACC.
4.1.5. The Executive Committee or Board may refuse an application for membership if they consider it to be in the best interests of the SACC.
4.1.6. There will be no special arrangements for the gifting of memberships to any individual or body unless deemed necessary and voted upon by the Executive Committee and Board.
4.2. Age
An adult shall be defined as any person 18 years of age or over.
4.3. Membership Fee
4.3.1. Annual membership is paid in advance upon joining and thereafter should be paid annually on the anniversary of the joining date.
4.3.2. The privilege of membership shall be extended for a further three months of the following year for members who have not paid the Membership Fee.
4.3.3. After that date the privilege of membership shall be suspended until the Membership Fee has been paid.
4.3.4. The Membership Fee shall be set each year by the Executive Committee, reviewed and announced at the AGM.
4.4. Revoking Membership
Membership and/or privileges of membership may be modified or revoked by the Executive Committee or Board as follows:
4.4.1. Causes
4.4.1.1. The commission of a larceny, fraud, deceit, or the theft or embezzlement of any property owned by or otherwise under the jurisdiction of the SACC.
4.4.1.2. The unauthorised use of the SACC database or mailing lists.
4.4.1.3. Conduct that does or would be expected to bring shame, public ridicule, public censure, or conflict with legal authority upon the SACC.
4.4.2. Procedure
4.4.2.1. Upon occurrence of one or more of those actions set forth above, any member in good standing may present to the Chairperson of the SACC a written request for action against the accused member.
4.4.2.2. The Chairperson shall bring the matter before the Executive Committee.
4.4.2.3. If three (3) or more Executive Committee or Board Members or should conclude that there is reason to believe that the complaint has merit, then a formal decision shall be rendered.
4.4.3. Formal Decision
4.4.3.1. The accused member shall be given a minimum of ten (10) days actual written notice of the complaint and of the date, time, and location of the Executive Committee meeting at which the complaint shall be resolved.
4.4.3.2. The matter shall be presented by the complaining member or a designated member in good standing.
4.4.3.3. Thereafter the accused member may present rebuttal.
4.4.3.4. The individual Executive Committee members may question the complaining member, the accused member, and/or any witnesses.
4.4.3.5. The complaint shall be deemed dismissed unless at least four (4) Executive Committee Members vote to censure, suspend, or curtail the rights and/or privileges of membership and/or participation in any of the events or activities of the SACC in any manner of the accused member.
4.4.3.6. The vote of the Executive Committee shall be final and binding upon the complaining member, the accused member and the SACC.
4.4.3.7. Should the accused member not attend the meeting, then the Executive Committee shall be entitled to hear the matter and make a decision in terms of 5 above or, at its sole option, postpone the hearing to its next meeting.
5. Classes of Membership
5.1. There are six (6) classes of membership Board, Corporate, Small Business, Individual, Fresh, Non-UK.
5.2. Any business or individual interested in SACC activities qualifies for membership.
5.3. Membership levels differ on a sliding scale of cost and access to services.
5.4. Costs of memberships will be reviewed on an annual basis, signed off by the Board members and announced at the AGM.
5.5. The most up to date costs for memberships are hosted on the SACC website.
6. Rights of Members
6.1. All members shall have the rights to attend SACC meetings and functions where their membership deem so.
6.2. All members have access to the SACC’s Constitution and Annual Financial Statements for their own use, but shall not allow access to such documents or allow such documents or lists to be used by any other person or party, nor shall a member use such documents in any way other than as properly approved by the SACC.
7. Annual General Meeting
7.1. An Annual General Meeting of the SACC shall be held once each year, no more than eighteen (18) months after the previous Annual General Meeting.
7.2. Notice of the Annual General Meeting of members shall be in writing and dispatched to members at least twenty one (21) days prior to the date of the meeting. This shall be fourteen (14) clear days of all other extraordinary member meetings.
7.3. The Executive Committee, by majority vote, shall determine the date, time, and place of the Annual General Meeting.
7.4. The notice must specify, time, date, venue and general nature of the business to be transacted at the meeting.
7.5. Notice must be given to all members, Directors, Executive Committee, Board and auditors.
7.6. The AGM will be held for the purpose of the election of members of the Executive Committee, consideration of amendments to the Constitution, presentation and approval of the Chairperson’s report and approval of the Treasurer’s report, including the Annual Financial Statements of the SACC, and execution of any other business that might properly be brought to the attention of the members.
7.7. A quorum at the AGM shall be ten per cent (10%) of the members in good standing of the SACC or a lesser number should the Executive Committee deem it necessary for the meeting to be held.
7.8. If a quorum cannot be obtained, the Annual General Meeting shall be postponed.
8. Annual Financial Statements
8.1. The Treasurer shall prepare Annual Financial Statements from the books of account.
8.2. Such Statements shall be in a format usual for a Chamber of this nature and shall fairly and correctly reflect the results of the SACC’s activities for the year under review and its financial position as at the year-end.
8.3. The Executive Committee shall cause the Annual Financial Statements of the SACC to be prepared as of 31st December of each year and approved by the Executive Committee.
8.4. The financial year for accounting purposes shall be from 1st January to 31st December
9. Annual Report
9.1. The Executive Committee shall present at the Annual General Meeting an Annual Report including the Annual Financial Statements, approved by the Chairperson and Treasurer, the Chairperson’s report giving a review of the activities of the SACC for the year then ended, and showing the whole amount of property and/or other assets acquired or disposed of during their tenure of office.
10. Executive Committee
10.1. Executive Committee members
The Officers of the Executive Committee shall collectively be known as the Executive Committee. The Executive Committee shall consist of the Chairperson, Directors, Secretariat, Treasurer, PR & Communications officer, Sponsorships officer and any other Officers that the Executive Committee shall consider necessary from time to time.
10.1.1. Chairperson
10.1.1.1. The Chairperson shall preside at meetings of the general membership and the Executive Committee.
10.1.1.2. The Chairperson shall present a report detailing the activities of the SACC at the Annual General Meeting.
10.1.1.3. The Chairperson shall act as the Leader of the Chamber in the process of promoting the work of the Chamber.
10.1.1.4. The Chairperson must retire at the AGM and stand for re-election by the members.
10.1.1.5. Where a Chairperson is re-elected at three (3) consecutive AGMs, he or she will not be eligible for re-election thereafter.
10.1.2. Directors
10.1.2.1. A Director must be a natural person aged 18 years or older and must be a Member of the SACC.
10.1.2.2. The number of Directors shall not be less than three (3), unless otherwise determined by the Executive Committee.
10.1.2.3. All Directors shall retire at the AGM and shall stand for re-election by the members.
10.1.2.4. The Directors shall succeed to the office of President should the President cease to be a member or resign, and shall preside at meetings of the Executive Committee and Membership in the absence of the Chairperson.
10.1.2.5. The Directors shall manage the business of the SACC and may excise all powers of the SACC.
10.1.3. Secretariat
10.1.3.1.1. The Secretariat shall record the minutes of the meetings of the general membership and Executive Committee.
10.1.3.1.2. The Secretariat shall have custody of all books, records, and papers of the SACC, except such as shall be in charge of the Treasurer, or of some other person authorized to have custody and possession thereof by a resolution of the Executive Committee.
10.1.3.1.3. The Secretariat shall report into the Executive Committee and shall take direction from the Chairperson, the Directors and Executive Committee.
10.1.4. Treasurer
10.1.4.1. The Treasurer shall maintain a complete set of books of account in accordance with generally accepted accounting practice and principles.
10.1.4.2. The Treasurer shall make disbursements approved by the Executive Committee and shall secure proper vouchers thereof and shall receive and deposit money of the SACC in the SACC bank or savings account.
10.1.4.3. The Treasurer shall present the Executive Committee with Quarterly management accounts
10.1.4.4. The Treasurer shall prepare any necessary tax or other return (or forms) for governmental agencies.
10.1.5. Honorary appointments: Honorary Life Vice Chairperson
10.1.5.1. The Executive Committee shall be free to appoint individuals to the position of Honorary Life Vice Chairperson as the highest accolade that the Chamber can bestow.
10.1.5.2. Hereby the Chamber recognizes the performance of sterling work in promoting South African business interests in the United Kingdom.
10.1.5.3. Such appointments will be voted on by the Executive Committee and would require agreement amongst at least 50% (fifty percent) of the Executive Committee for this to be actioned.
10.1.5.4. This will be noted on the SACC website and announced in regular member communications.
10.1.5.5. This postion retains no voting rights or responsibility to the Executive Committee or Board.
10.1.5.6. As a matter of tradition, the incumbent London based High Commissioner for South Africa will automatically be appointed to the position of Honorary Life Vice Chairperson.
10.1.5.7. At the end of a High Commissioner’s tenure, the position will automatically transfer to the new (incoming) High Commissioner.
10.2. Election of the members of the Executive committee
10.2.1. The members of the Executive Committee shall all be fully paid up members of the SACC, in good standing.
10.2.2. The members of the Executive Committee (including Chairperson and Directors) shall be elected, by portfolio, by a majority of the members at the Annual General Meeting of the SACC each year for a period of one year.
10.2.3. The Chairperson of the SACC shall be an ordinary voting member and shall be the presiding Officer of the Committee during his or her term of office.
10.2.4. The Executive Committee’s terms shall begin on the adjournment of the meeting at which they are elected to office and shall continue until their successors have been elected and accepted.
10.2.5. Should an Officer cease to be a member or choose to no longer be an Officer, then the Executive Committee may appoint a new Officer from the list of members in good standing for the balance of the term.
10.3. Duties of the members of the Executive Committee
10.3.1. The Executive Committee shall perform the duties legally or customarily attached to their respective portfolio and any other such duties as may be required of them.
10.3.2. They shall be guided by the schedule of duties approved by the Board.
10.3.3. The Executive Committee shall have complete charge and control of the entire general management and property of the SACC, and its decisions in matters relative to such management and property shall be final.
10.3.4. The Executive Committee, in the management of the business affairs and property of the SACC, and in the selection, supervision and control of its subcommittees and secretariat, shall give due attention and exercise due vigilance, diligence, care and skill that prudent members use in like or similar circumstances in similar organizations.
10.3.5. A quorum of 50% of the Executive Committee must be present at any Executive Committee meeting to constitute a quorum for the transaction of business.
10.3.6. Any action passed by a majority vote of the quorum of the said Executive Committee shall be valid and binding upon the SACC.
10.3.7. The Executive Committee may, by a half (1/2) vote, declare any elected office vacant for the following reasons:
10.3.7.1. failure of an Officer to perform the duties of the office for a period in excess of two months,
10.3.7.2. non attendance at four (4) consecutive Executive Committee meetings,
10.3.7.3. commission by an Officer of fraud, deceit, theft, or embezzlement of any property owned or otherwise under the jurisdiction of the SACC.
10.3.8. Provisions shall be made at each Executive Committee Meeting to review the minutes of the last Executive Committee Meeting, as prepared by the Secretariat.
10.4. Disqualification and removal of Directors or Chairperson
A director or Chairperson shall cease to hold office if:
10.4.1.1. he or she ceases to be a Director by virtue of any provision in the Act or is prohibited by law from fulfilling the position,
10.4.1.2. he or she cease to be a Member of the SACC
10.4.1.3. he or she becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
10.4.1.4. he or she resigns as a Director by notice to the SACC (but only if at least two (2) Directors will remain in office when the notice of the resignation is tot rake effect, or
10.4.1.5. the Executive Committee resolve unanimously that his or her office be vacated.
11. Meetings of the Executive Committee
11.1. The newly elected Executive Committee shall convene immediately after the Annual General Meeting for the purpose of ratification of duties and portfolios
11.2. Throughout the remainder of the year, the meetings of the Executive Committee may be held at such time as a majority of the Executive Committee Members may determine, usually monthly.
11.3. Meetings shall be held at any venue agreed by the Executive Committee.
11.4. Standard rules of order shall govern all meetings of the SACC and the Executive Committee in all cases where they are not inconsistent with the Constitution.
11.5. Points of order shall be determined by the Chairperson, but in case of dispute, by a two-thirds majority vote.
12. Nominations to stand on the Executive Committee
12.1. Nominations for the Executive Committee may be any member in good standing at the Annual General Meeting.
12.2. Nominations must be submitted to the secretariat and received in writing at least 7 days before the date of the Annual General Meeting.
12.3. Nominated Executive Committee members shall be proposed and seconded by members in good standing and their appointment confirmed by a show of hands.
13. The Board
13.1. The Board Membership
13.1.1. The Board is the Governing body of the SACC.
13.1.2. The Board set the agenda for areas of focus for the year.
13.1.3. The Board are editors to any white papers, open letters or lobbying that might be deemed necessary.
13.1.4. Each Board member is invited to attend quarterly Board meetings, the first of which will take place after the AGM.
13.1.5. Membership on the Board is not limited in number or industry and at all times is to act in a manner as with the best intentions of the SACC in mind.
14. Discontinuance of the SACC
14.1. The SACC may not be discontinued unless three-fourths 50% of the members in good standing of the SACC vote for such discontinuance.
14.2. All SACC assets that remain after payment to creditors shall be contributed to a South African based non-profit organization.
14.3. Three fourths (3/4) of the members in good standing of the SACC shall determine the recipient organization.
14.4. The SACC may not be discontinued until the assets of the SACC have been delivered to the recipient organization.
15. Liability of the SACC
15.1. Neither the SACC nor any member thereof shall be liable to any member or guest of a member or any other person for:
15.1.1. any loss of or damage to property occurring from whatever cause, or for any injury sustained whilst attending SACC events or activities; the SACC will make reasonable enquiries that any premises used for SACC events and activities comply with Health and Safety requirements;
15.1.2. damages or loss of whatsoever nature, including but not limited to damages for loss of profits, goodwill or other intangible losses, resulting from the use of information or services provided by the SACC though their database records or any other source of information, save to the extent that any attempt to exclude liability would be contrary to law.
16. Financial Institutions and disbursements
16.1. The money of the SACC shall be kept in any financial institution approved by the Executive Committee.
16.2. Any expenses that need to be paid in the normal course of doing business need to be pre-approved by the Chairperson at least 24hours before spend.
16.3. Request for reimbursement require authority of the Chairperson and one other Executive Committee member.
17. Profits
17.1. No money or property of the SACC or any gain arising from the carrying on of business of the SACC shall be applied otherwise than for the benefit of the SACC as a whole or for some charitable purpose chosen by resolution of a General Meeting.
18. Borrowing Powers
18.1. By a resolution at a General Meeting the Executive Committee may be authorised and empowered to borrow money for the purposes of the SACC at such rate of interest and upon such security as may be authorised by the Resolution or obtained by the Executive Committee.
19. Alteration of Rules
19.1. The Rules of the SACC may be varied, amended, added to or repealed by a resolution passed at a General Meeting of the members by a majority of not less than 50% of the members present and entitled to vote thereat.
