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1.1. The headings of the sections in this document are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this document nor any Section hereof
1.2. The term "call-back company" shall for the purposes of this constitution mean any -
- 1.2.1. person;
- 1.2.2. company;
- 1.2.3. close corporation; or
- 1.2.4. partnership carrying on business in the call-back industry.
2.1. The name of the Association is the South African Call-back Association with SACBA as the official abbreviation and this document its Constitution.
2.2. SACBA will deal with all matters concerning the call-back industry in South Africa
3. SACBA objects
3.1. To provide a non-profit forum in which call-back companies can address issues of common interest and interface with industry stakeholders so that customers receive world-class service and industry participants earn a fair return on their investment.
3.2. To determine and address the needs of customers on an on-going basis.
3.3. To influence industry regulation concerning structures, policies, tariffs and competition.
3.4. To keep track of international telecommunication trends.
3.5. SACBA will conduct itself in terms of its objects for the benefit of the call-back industry in South Africa as a whole.
4. Structure
4.1. SACBA will consist of a general body of members involved in the call-back industry.
4.2. SACBA's Management Committee shall consist of one nominated representative, preferably the managing director, from each member.
4.3. Sub-committees shall be formed from time to time to deal with specific matters, such as those dealing with technical matters.
5. Establishment of local branches
5.1. The Management Committee may authorise the establishment of a local branch of the Association in any centre of the Republic.
5.2. A local branch shall be deemed established when the Management Committee approves the delegation of some or all of the powers of this constitution to the centre in question.
5.3. Local branches shall act in accordance with general directions framed and adopted by the Management Committee and shall report to the Management Committee annually on their activities.
6. Legal personality
6.1. The Association shall be a juristic person capable of acquiring rights incurring obligations, entering into legal transactions and of suing and being sued in its own name.
6.2. Immovable property acquired by the Association shall be registered in the name of the Association.
6.3. Without prejudice to the general powers of management vested in the Management Committee by this constitution, the Management Committee shall have power to:
- 6.3.1. Appoint full or part time salaried employees;
- 6.3.2. Administer the assets of the Association;
- 6.3.3. Incur expenditure in furtherance of the objects of the Association and take action in all matters on behalf of the Association;
- 6.3.4. Open an account (or accounts) at a registered commercial bank on behalf of the Association
6.5. The Management Committee shall produce an annual budget for approval by SACBA members at the annual general meeting of members.
6.6. The Management Committee shall maintain a list of members of SACBA which list shall be available to any member pursuant to a written request.
7. SACBA membership
7.1. Membership shall consist of participants in the call-back industry.
7.2. All applications for membership shall be via the SACBA membership application form, which is to be submitted to the Management Committee for approval.
7.3. Any person not eligible for membership in terms of clause 7.1 but subscribes to the objects of the association may apply for admission as an associate member.
7.4. Any person eligible for membership or associate membership shall make application for membership in such form as shall be determined by the Management Committee from time to time.
7.5. The Management Committee may from time to time establish further classes of membership, provided that such further class or classes shall not have any greater rights than any existing class of members.
7.6. Each member of the organisation shall have 1 (one) vote provided that no member who is required to pay an annual membership fee shall be eligible to vote unless his fee for the financial or calendar year in which the financial or calendar year preceding or the financial year or calendar year succeeding that in which the vote is to be cast has been paid and that no member who is required to pay a one time fee shall be eligible to vote if any instalment in respect of that fee is in arrear for more than 30 (thirty) days.
7.7. Associate members shall not be entitled to vote at meetings of the association.
7.8. Immediately before each meeting of a branch at which votes are to be cast, the secretary of the branch shall prepare a list of all members eligible to vote with particulars of the votes exercisable by them unless the requirement is waived by all the members present at the meeting;
7.9. Notwithstanding anything to the contrary contained herein, a member (other than the founding members) shall be eligible to vote only after he has been a member of the organisation for at least 3 (three) months.
7.10. The Management Committee may revoke the membership of any member who -
- 7.10.1. fails to make full payment within 30 (thirty) days of the due date for payment of membership dues; or
- 7.10.2. does not comply with the code of conduct set out in Annexure "A", as amended, from time to time.
8.1. SACBA aims to represent the interests of the international call-back industry in South Africa.
8.2. Subject to approval by a majority vote of the Management Committee, Sub-committees shall be established and funded. The Management Committee that approve the membership of Sub-committees. Sub-committees may be comprised of individuals other than Management Committee members. Nominated Sub-committee will elect its own Chairperson.
8.3. When neither the Management Committee representative or alternate can be present, an observer from the member company may be asked to attend the meeting on behalf of the representative.
9. Management committee MEMBERSHIP
9.1. If a Management Committee member has not been represented at three consecutive meetings, the membership of that Management Committee member may be reviewed and, if deemed necessary, terminated by a majority vote of the Management Committee.
9.2. Notwithstanding the provisions of Section 9.1, membership may be terminated by a majority vote of the Management Committee.
9.3. A member may terminate membership by means of written notice to the Management Committee at any time.
10. Management committee voting rights
10.1. Each Management Committee member shall have one vote.
10.2. If a Management Committee member is not present, the member's voting right may be exercised by an alternate with written proxy.
10.3. Voting shall be by show of hands at duly constituted meetings.
11. Management committee office bearers
11.1. The members will elect a Chairperson (or Chairpersons), Secretary and Treasurer every year to a twelve month term of office. The same individual may hold the positions of Chairperson and Secretary concurrently.
11.2. In the case of the vacation of any of these positions out of term, a new office bearer will be elected by the Management Committee for the remainder of the term.
11.3. Upon a motion of no confidence in any office bearer supported by a majority vote of the membership, such office bearer will be deemed to have resigned and an election shall be held to fill the office.
11.4. No person may hold the position of chairperson and/or secretary for more than 2 (two) consecutive annual terms.
12. Duties of the management committee office bearers
12.1. Chairperson: The Chairperson shall preside at all meetings at which (s)he is present and enforce observance of the constitution, sign minutes of meetings after confirmation, exercise supervision over the affairs of SACBA, and perform such duties as by usage and custom pertain to the office. In the event of equality of voting, the Chairperson shall have the casting vote.
12.2. Secretary: The Secretary will receive requests for meetings, be responsible for all SACBA correspondence, keep originals of letters received and copies of those dispatched, attend all meetings and have minutes of the proceedings recorded, keep a register of all members and record all relevant information.
12.3. Treasurer: The Treasurer will be responsible for all financial aspects of SACBA. The Treasurer will conduct the business of the Association in terms of Section 13. The Treasurer is to ensure that a financial statement is available at each Management Committee meeting for discussion and approval. In addition, financial statements in respect of the year's transactions will be tabled at the Annual General Meeting (AGM) for approval by the membership.
13. Accounting matters, banking and other accounts
13.1. The Association shall not distribute any of its profits or gains to any person and shall utilise its funds for the objects for which it has been established.
13.2. All moneys received on behalf of the Association shall be deposited in one or more accounts opened by the Management Committee in terms of Section 6.3.4 with a registered commercial bank. All payments to be made on behalf of the Association shall be made by cheque drawn on such account on one of such accounts or by cheque issued by the institution with which particular account is operated . Deposits may be made on the signature of one Management Committee member, but all other operations on the account or accounts shall be upon the signatures of 2 (two) members of the Management Committee.
13.3. Proper books of account of the Association shall be kept and such books, together with all other papers and documents connected with or relating to the Association, shall be kept at such place as may be agreed upon by the Management Committee and the same shall at all times be accessible to each of the members. The Management Committee may engage suchecretarial or accounting assistance as may be required for the purposes of the Association.
14. Indemnity
14.1. Each member of the Management Committee is indemnified out of and from the funds and property of the Association, against all losses, charges, costs, damages and other liability which that member may incur or be put to in connection with the execution of his duties as a member of the Management Committee and no such member shall be answerable or deemed to be in any way responsible for any act or default of any other member of the Management Committee or for any deficiency or insufficiency of any title or security whatsoever taken by the Association.
14.2. No member of the Management Committee shall be liable for any losses occasioned by the banker to other persons with whom moneys or securities of the Association are deposited or entrusted for safe custody investment or otherwise, nor for any loss, misfortune or damage which may happen or take place in the execution of that member's duties or as a result thereof.
14.3. Notwithstanding the provisions of this Section 14, each member of the Management Committee shall be liable for all losses or damage which is occasioned by that member's mala fide acts or through that member's wilful default.
15. Management committee meetings
15.1. There will be at least six meetings per year.
15.2. Meetings shall be called by the secretary on at least 48 hours' written notice to all of the Management Committee members provided that the chairperson shall be entitled to dispense with such notice period for the purpose of convening an urgent meeting of the Management Committee.
15.3. A quorum for meetings shall be 50% (fifty per cent) plus one of all votes exercisable at any point in time.
15.4. Meetings will be open to all members and to any other interested observer at the discretion of the Chairperson.
16. Management committee - general
16.1. With the exception of the Chairperson, no one may release any statement on behalf of SACBA without the consent of the Management Committee. The Chairperson shall regularly consult the Management Committee concerning public relations issues.
16.2. The members of the Management Committee may not commit SACBA to any agreement whatsoever without the majority vote of Management Committee members present at a meeting, those members constituting a quorum.
16.3. Prior to the AGM, the Management Committee shall appoint a person or organisation to audit the financial statements which are to be tabled at the AGM.
17. Finances
17.1. Members will be required to pay membership fees as agreed by the Management Committee, except where exemption has been agreed upon by the Management Committee.
17.2. Associate members will be required to pay membership fees as agreed by the Management Committee, except where exemption has been agreed upon by the Management Committee.
17.3. Members will be responsible for all their own expenses. Exceptions to this rule will require a majority vote by the Management Committee at a Management Committee meeting.
17.4. SACBA may accept unconditional offers from members of any other organisations to pay for special projects undertaken in term of the objective of SACBA.
18. Dissolution of the association
18.1. The Association shall be dissolved upon a resolution to that effect by 2/3rd (two-thirds) of the members at a general meeting or at a special general meeting convened for that purpose provided that written notice of the proposed resolution is given to members not less than 14 (fourteen) days before the date of the meeting.
18.2. Upon the dissolution of the Association the Management Committee shall, after making provision for the costs of dissolving the Association, distribute the accumulated funds of the Association to the accredited members.
19. Alteration of the constitution
Any Section of this constitution or any part thereof may be altered by a resolution passed by 75% (seventy five percent) of members present at a general meeting or special general meeting provided that at least 14 (fourteen) days' written notice of the meeting, specifying the constitutional changes, is given to member.
20. General meetings
20.1. An AGM will be held, within three months of written notice being given to SACBA members of the Management Committee.
20.2. A special meeting may be called at any time by the Chairperson provided that at least two weeks written notice of any special general meeting will be give to SACBA members.
20.3. Each member shall have one vote at the AGM.
21. General
21.1. SACBA may not be used by any representative, liaison body or industry sector to further its own business interests, outside the objectives of SACBA.
21.2. SACBA address lists may not be used for any purpose other than the business of SACBA.
21.3. No action may be taken against a member of the member's representative, unless a report was tabled to the Management Committee and reasonable opportunity was given to the member or the member's representative to defend the member's position.
21.4. This document constitutes the entire agreement between the signatories hereto in respect of the subject matter hereof, save as expressly provided to the contrary in terms of hereof.
21.5. Any reference to a notice in writing will include a notice transmitted through e-mail or by means of facsimile transmission, provided the sender thereof is able to produce proof of delivery to the recipient of that e-mail message.
13 August 1997
(signed)
For: SACBA
