Constitution

Constitution

The name of the Association shall be the South African Shippers Council (SASC)(hereinafter referred to as "the Council"). 

2. Definitions

2.1 "Council" means the South African Shippers Council (abbreviated as "SASC"), a non profitable organisation to represent Cargo Owners.

2.2 Logistics channel means:
  2.2.1 the interest in the transport and the storage of products and materials of Members which entail inter alia the following:

(i) the receipt and despatch of products;

(ii) the internal transport and storage of products and materials;

(iii) the movement and utilisation of personnel to achieve optimilisation;

(iv) the choice of service providers within the industry;

(v) the establishment and maintenance of Logistics related infrastructures.
 

2.3 "Executive" means the Executive Committee of the Association comprising of the duly accredited principals or representatives of the Members of the Association.

2.4 "Members" mean the Members of the Association comprising of individuals, partnerships, firms, companies or bodies corporate who are eligible for membership in terms of the Constitution.

2.5 "Secretariat" means the Secretariat of the Association designated to comply with the requirements set in the Constitution and to enhance the objectives of the Association.

2.6 "Surplus" means any incidental monetary accruals and surpluses arising from the usual activities of the Association, which shall be utilised to achieve the objectives of the Association. 

3. Legal Status 

  (a) The Council is and shall continue to be a distinct and separate legal entity and body corporate, with the power to acquire, to hold and to alienate property of every description whatsoever, and with the capacity to acquire rights and obligations and having perpetual succession.

(b) All actions or suits, proceedings at law or any arbitration shall be brought by or against the Association in the name of the Council and the Committee may authorise any person or persons to act on behalf of the Association and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.

Notwithstanding anything to the contrary herein contained:
  (a) The Council is not formed and does not exist for the purpose of carrying on any business that has for its object the acquisition of gain by the Association or its individual Members.

(b) The income and assets of the Councilshall be applied solely for investment and for the promotion of the objects for which it is established.

(c) No part of the income or assets of the Council shall be paid, directly or indirectly, by way of dividend, donation or otherwise, to any person.

(d) The Council shall not be entitled to carry on any trading or other profit-making activities or participate in any business, profession or occupation carried on by any of its Members or provide to any of its Members financial assistance or any premises or continuous services or facilities for the purpose of carrying on any business, profession or occupation. 
 
 

(b) A Member whose application for Membership has been accepted shall be bound by the Constitution, rules and by-laws of the Council, and of any branch or section thereof, which are then in force, or which subsequently may be altered or amended and in force at any future time. No person shall be absolved from the effect and application of the Constitution, rules and by-laws by reason of the fact that he may not have received a copy thereof.
 
 

The liability of Members of any class is limited to the amount of unpaid subscriptions or other moneys owing by them to the Council. 

7. Objects

7.1 Interests
  7.1.1 The Council's objective, in the broadest sense, is to represent the interests of Members throughout the total Logistics channel, inclusive of Logistics matters related to people. This representation of interests has a bearing on the Members as Cargo Owners inclusive of their own transport and internal transport and storage of products and materials of the Members.

 7.1.2 In particular, the objective of the Council entails the promotion and development of:

(b) An efficient business environment regarding the total Logistics channel, amongst which is included: the receipt and despatch of product, internal transport and storage, the movement of personnel in order to facilitate an optimal Logistics organisation, the choice of Logistics related service providers within the industry, establishment and maintenance of Logistics related infrastructures.

(c) Sound business relationships within the Logistics related industry between senders and receivers of products and materials, on the one hand and Logistics service providers throughout the spectrum of Logistics related services on the other hand, regarding all such organisations active in the South African industry as natural and legal persons.

(d) Sound infrastructure regarding Logistics, guard against price structuring, the condition of services or the provision of services, as well as the quality of such available service.  

7.2 Communication 
7.2.1 The Council will promote a healthy communication structure and atmosphere regarding all Logistics related aspects such as legislation, regulatory items as well as the bearing on the performance of business within the industry.

7.2.2 The Council shall ensure that any and all publications, press releases, public statements and the like shall at all times be clear that the views expressed shall be that of the Council and shall in no way directly or indirectly be construed as that of the individual members of the Council.
 

7.3 Education and training
  7.3.1 The Council will influence and advise on the nature and contents of Education and Training programs in Logistics in order to facilitate the optimum synergy between such programs and its relevance to the needs of the Members of the Council.

8. Powers of the Council

Subject to the provisions of clause 3 above, the Council shall have all such powers as are necessary for the proper attainment of the objects set out in clause 6 above and shall, in particular, have the following express powers: 
 (a) to facilitate the exchange of ideas and act as a clearing house for ideas, priorities and problems in the field of the external and internal transport of products and materials as well as the storage thereof;

(b) to establish and publish appropriate information channels for the benefit of its Members and/or interested persons;

(c) by collaboration and otherwise to avoid unnecessary duplication of effort in the field of the transport and storage of cargo;

(d) to acquire any movable or immovable property for the Council calculated to benefit the Council and to advance its objects and to maintain, improve and alter any of the Council's property;

(e) to institute, conduct, defend, compound or abandon any legal proceedings by or against the Council or its officers, or otherwise concerning the affairs of the Council;

(g) to secure the fulfilment of any contracts or engagements entered into by the Council;

(h) to establish, promote or assist in establishing or promoting and to subscribe to or become a Member of any Council or society whose objects are similar or partly similar to the objects of the Council, or the establishment or promotion of which may be beneficial to the Council, provided that no subscription be paid to any such other Council out of the funds of the Council except bona fide in furtherance of the interests of the Council;

(i) to support and subscribe to any institution or society which may be for the benefit of the Council or for its employees whether past or present;

(j) to borrow or raise and give security for money by the issue of bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Council or by mortgage of all or any part of the property of the Council;

(k) subject to the provisions of clause 3 above, to make donations, loans, exchanges, leases and any other forms of contract whatsoever including sales and purchase of property of any kind whatsoever.

9.1 Eligibility
  9.1.1 Members of the Council could be any natural or legal person which performs business and are users of Logistics related services, in the context of transport, storage, handling, packaging and Logistics support related services that qualifies within an involvement throughout the total Logistics channel. These organisations through the performance, through the business, service and/or tasks, transport or perform Logistics services irrespective whether these services are own services or third party provided services.

9.1.2 No natural person or legal person in the business of Logistics related services as an objective, who operate as intermediate agent or any similar function within the area of the total Logistics channel or part thereof, may become Members.

9.1.3 Membership is obtained through application and there on following admissions by, or as a result of a decision by the Executive Management.
 
 

(b) Candidates for admission to membership shall be proposed and seconded by Members and on subscribing to the principles of the Council and undertaking to abide by the Council's Constitution and Rules, applicants shall be admitted on a majority vote of the members of the Council.

(c) The Council, at its sole discretion, may approve, defer or refuse an admission to membership without being obliged to assign any reason for its decision.

(d) A Member by admission to membership, contracts to observe the provisions of this Constitution and Rules, whether conversant therewith or otherwise.

 9.3 Termination of Membership

  9.3.1 Membership is terminated through: (a) the death of a natural person;  (b) the loss of personality of a legal person;  (c) the resignation of the Member;  (d) termination of the Council; and  (e) dismissal.  9.3.2 Dismissal of a Member can:
  (a) be facilitated at the end of a Council year on condition that this is done in writing and in consideration of a two month notice period. Should such dismissal not be facilitated in time, Membership as well as responsibility for Membership fees, will apply until the end of the then Council year. Any Member that has been dismissed is committed to all financial commitments which could flow from their relevant Membership period;

(b) only be instituted at the end of a Council year. Such dismissal is initiated and implemented by the Executive in writing and taking into account a termination period of two months.
 

(b) has ceased to comply with the conditions of membership according to clause 9.1.1 of these Statutes as imposed on membership;

(c) has obtained a situation as described in clause 9.1.2 of these Statutes, in the case of a legal person, such a legal entity ceases to exist and/or ceases relevant activities which such a legal person has performed as a business. In this case, should the Executive, within reason, not see the continuation of membership within the parameters above, such membership should be immediately terminated;

(d) operate in contradiction with the Constitution and/or decisions taken by the Council or in cases where the Member in an unreasonable way operates to the disadvantage of the Council. Such dismissal will then be facilitated through the Executive in which case, the relevant Member will be informed as soon as practically possible, with full documentation of reasons performed. The relevant Member is authorised to, within a month of the proceeds of such notice, to appeal to the Executive. During such an appeal period and awaiting appeal, the Member will be considered dismissed. The Executive is obliged to hear the appeal and provide a ruling within a period of three months.

 
9.4 Fees

9.4.1 The Secretariat takes responsibility to inform all Members through publication or any form of written confirmation available to communicate to Members the fees as determined by the Executive taking into account the relevant fee structures on an annual basis for the Members as registered in the Council's register and who makes use of the services, advice, documentation, brochures and training as had been made available through the Council to Members.

9.4.2 The annual fee structures are to be determined per calender year and not later than 15 December of the previous calender year.

9.4.3 Fees are payable by Members on the first day of the Council year or alteratively on the first day of Membership.

9.4.4 Should a Member join the Council during the first half of the Council year, the full annual contribution is applicable and as such is payable on the first day of registration.

9.4.5 Should the Member join the Council in the second half of the Council year, but prior to 30 September of that year, only 50% of the annual contribution is due. For Members that join the Council after 30 September, no contribution is applicable for the balance of that specific Council year.
 

9.5 Members of Merit

9.5.1 The Executive may determine the conditions under which Members of the Council or the functionaries of Members of the Council which have made themselves recommendable to the Council, may be nominated as Members of Merit or may qualify for recognition of Merits.

9.5.2 With reference to clause 9.5.1 the Executive may nominate Members of Merit from Members of the Council that has proved to have made a substantial contribution to the Council for a period of fifteen or more years.

9.5.3 In order to be nominated as a Member of Merit, the Executive will apply one or more of the following criteria:
  (a) The Member has been Chairperson or Vice-Chairperson to one of the constituent bodies of the Council.

(b) Has represented the Council in an exceptional manner in an organisation outside of the Council.

(c) Is an expert on the total or an important part of the scope of work of the Council or has made an exceptional contribution to the policy forming of the Council.
 

9.5.5 In terms of clause 9.5.1, the possibility exists to nominate a Member of Merit who has made an substantial contribution and is awarded the distinction according to the following criteria.
  (a) Where a Member of one of the constituent bodies of the Council as proved to serve for a period of more than 10 years.

(b) Is a representative of the Council in other organisations. The award consists of giving a token of honour with a company certificate and gives right of receipt for life of one of the constituent bodies. Such a body to be of the council's choice.
 

9.6 Members Obligations

 9.6.1 Acceptance of Membership of the Council implies a commitment to the contents and implications to the Constitution taking into account all guidelines been set by the Council and decisions taken.

9.6.2 Should a Member not comply or completely comply with the Constitution of the Council, or any Guidelines or decisions taken, the Member can be suspended for a period to be indicated by the Executive. During such a period of suspension, the Member will not be entitled to any rights or privileges of Membership. Neither will the Member be allowed to participate in any commitments that have gone through the Membership.

9.6.3 Suspension of a Member can only be instigated through a decision from the Executive.

9.6.4 Any decision on suspension must be presented to the Members by the Executive.
 

9.7 Reinstatement and Readmission of Members

  9.7.1 The Executive may reinstate a defaulting Member on payment by such person of all subscriptions in arrear and any amounts owing to the Council, on such conditions as the Executive may deem fit.

9.7.2 The Executive shall have power to readmit a Member, who for any reason has relinquished membership of the Council, on such terms and conditions as the Executive shall determine in each particular case.

10 The Executive

  (a) Subject to sub-clause (b) below, the Executive shall consist of:
   (i) any Honorary Chairman or Honorary Vice-Chairman who shall be ex officio members of the Executive;

  (ii) An unequal number of persons who shall be representatives of the Members of the Council;

  (iii) One person to be appointed as Executive Director

(iv) not more than four additional persons whom the Executive may nominate and appoint to the Executive;

   (v) not more than nine additional members whom the Executive may appoint as representatives duly constituted branches of the Council, on the recommendation of the executive bodies of those branches.
 

This Executive shall have the powers of co-option under sub-clause (a)(iv) above.

10.1. Election of the Executive
  (a) Each elected Member of the Executive shall hold office for the period concluding with the end of the annual general meeting of the Council after that in which he/she was elected and, upon the expiry of such period, such Member shall automatically retire from office but shall be eligible for nomination and re-election as a Member of the Executive, provided that he/she retains his/her qualification.

(b) Nominations in writing for the office of Member of the Executive shall be signed by two ordinary Members of the Council (save for the retiring Members of the Executive) and delivered to the Secretary at least seven days before the date fixed for the holding of the annual general meeting of the Council at which election shall take place.

(c) No Member, save for a retiring elected Member of the Executive, may stand for election as a Member thereof unless nominated in terms of sub-clause (b) above.

(d) At the annual general meeting voting for the election of Members of the Executive shall be by way of ballot of those Members present or by show of hands as the Chairman may decide. 
 
 

11. Management of the Affairs of the Council

  (a) The management and control of the affairs of the Council shall vest in the Executive which shall have full power and authority to do any act, matter or thing which could or might be done by the Council excepting such matters as are in the rule specially reserved to be dealt with at a general meeting of Members. In addition to the general powers and authorities hereby conferred on the Executive, and without in any way limiting such powers and authorities, the Executive shall have the following further special powers:
  (i) to appoint such agents, officers, clerks and servants for permanent, temporary or special services as they think fit, and to invest them with such powers as they may think expedient, and to determine their duties and fix and vary their salaries or emoluments (if any) and to require security in such instances, and to such amounts, as they may think fit, and to suspend or discharge any such persons at their discretion;

(ii) to execute in the name of the Council any contracts;

(iii) to refer any claim or demand by or against the Council to arbitration and to perform, or refuse to perform, the award;

(iv) to make and give receipts, releases and other discharges for moneys payable to the Council and for the claims and demands of the Council;

(v) to appoint persons who shall be entitled, on behalf of the Council, to sign bills of exchange, cheques receipts and negotiable instruments;

(vi) to make, vary and repeal by-laws for the regulation of the affairs of the Council, its officers and servants, or the Members of any class of the Council, provided that such are not inconsistent with or contrary to the Constitution herein contained;

(vii) to delegate to any subcommittee or subcommittees all or any of the authorities conferred on the committee by these rules and such subcommittee shall have such powers as may be conferred on it at the time of its appointment, or thereafter, by the committee of the Council and to be subject in all respects to such rules and by-laws or instructions as may from time to time be framed, given or approved by the committee;

(ix) to fix the remuneration of the Council's auditor or auditors.
 

(b) The Council in general meeting may review, approve or amend any decision of the Committee, but no such decision of the Council shall invalidate any action taken by the Committee in accordance with these rules.

12. Termination of Office of Executive Members

  (a) Any Member of the Executive absenting himself without leave of the committee for more than (3) consecutive meetings held over a period of more than 30 (Thirty) days, of which due notice has been given, shall cease to be a Member of the Executive.

(b) Any Member of the Executive who ceases to hold the necessary qualifications shall cease to be a Member of the Executive.

(c) In the event of any Member of the Executive elected to such office at any annual general meeting ceasing to hold the necessary qualifications or ceasing to be a Member of the Executive for any reason whatsoever, the Executive shall have the power to fill such vacancy for the remainder of the period of office of such Member. 
 
 

13. Meetings of the Executive

  (a) Should both the Chairperson and Vice-Chairperson not be present at any meeting of the Executive, the Members thereof present shall elect from their number a Chairperson for that meeting.

(b) The Executive shall meet at least (twice) in each year. Two weeks' notice at least shall be given of all meetings of the Executive unless all Members of the Executive agree to accept shorter notice.

(c) The quorum for a meeting of the Executive shall be three Members present at the commencement of and throughout the meeting. Any decision of the Executive shall be by majority vote by show of hands of those present. Each person entitled to be present and to vote shall have one vote and the Chairman of the meeting shall have a casting vote in addition to his deliberative vote. No voting by proxy shall be permitted.

(d) The Secretariat of the Executive shall convene a special meeting of the Executive on the instructions of the Chairperson of the Council or upon the written request of at least two Members of the Executive.

(e) The Executive shall cause a register of all Members of the Council, together with their addresses, and proper accounting records, to be kept and it shall further cause minutes to be kept of the appointment of officers and names of Members of the Executive present at any meeting, together with minutes of all resolutions and all proceedings taken at any such meeting. All such minutes shall be duly entered into books properly kept and provided for that purpose. Any such minutes, or an extract there from, signed by the Chairperson, shall be received as prima facie evidence of the matters therein stated.

(f) Members of the Executive serve in a personal capacity and not as representatives of any Members or organisations.

(g) A resolution in writing which is signed by all Members of the Executive and inserted in the minute book of the Executive shall be as valid and effective as if passed at a meeting of the Executive. Any such resolution may consist of several documents in the same form, each of which is signed by one or more Members of the Executive, and shall be deemed (unless the contrary appears from that resolution) to have been passed on the date on which it was signed by the last Member of the Executive entitled to sign it.

(i) The inadvertent omission to give notice of any meeting of the Executive shall not invalidate the proceedings at any such meeting.

(j) The proceedings of the Executive shall be valid notwithstanding any temporary vacancy in the Executive. 
 
 

14. Annual General Meetings

  (a) The Annual General Meeting of Members of the Council shall be held at such time and place as the Executive may determine but as soon as may be after the first day of January in each year.

(b) Notice of the date, time and place for the holding of the Annual General Meeting shall be posted by letter or by e-mail to each of the Members of the Council at his/her registered address or e-mail address as appearing in the register of Members, at least two (2) weeks before the date fixed for the holding of such meeting.

(c) The omission to send by e-mail any such notice to any Member shall not invalidate the holding of the meeting, or the passing of any resolution thereat.

(d) Notice of the terms of any resolution to be proposed at an Annual General Meeting, other than concerning ordinary and general business, shall be lodged with the secretary at least (14) days before the date fixed for such meeting.

(e) Notice of any proposed resolution adding to, repealing or amending any of these rules or any part of the Constitution shall be given as provided in clause 28(b) below. 
 
 

15. Proceedings at Annual General Meeting

  (a) At the Annual General Meeting the Executive shall present an audited balance sheet and income statement drawn as at 31 December of the preceding financial year, together with its report.

(b) The ordinary business to be done at an Annual General Meeting shall be as follows:
  (i) to confirm the minutes of the previous Annual General Meeting and any special general meeting held since the previous Annual General Meeting;

(ii) to receive and consider the report of the Executive and the financial statements for the preceding financial year with the auditor's report there on;

(iii) to elect a Chairperson of the Council nominated by the Executive;

(iv) to elect any Vice-Chairperson of the Council nominated by the Executive;

(v) to elect four persons chosen from the representatives Members;

(vi) to consider and to pass, with or without modification, any resolutions concerning the affairs of the Council of which due and proper notice has been given and any other business concerning the affairs of the Council. 
 
 

16. Special general meetings

  (a) The Executive may at any time, through the Secretary, call a special general meeting of Members by giving not less than (14) days' notice to Members specifying for what object or objects the meeting is called.

(b) The Secretary shall convene a special general meeting of Members of the Council, upon receiving a requisition signed by not less than two (2) ordinary Members, specifying any resolution or resolutions proposed to be moved or other business to be discussed. The Secretary shall post by e-mail to each Member at his registered address a copy of such notice at least (14) days prior to the holding of the meeting.

(c) The omission to send by post/e-mail any such notice to any Member shall not invalidate the holding of the meeting, or the passing of any resolution thereat. 
 
 

The quorum for a general meeting of Members shall be 50 (fifty) percent of Members entitled to vote thereat; provided that if no quorum be present within (15) minutes after the time fixed for the meeting, it shall, in the case of an Annual General Meeting or a special general meeting called by the Executive, be postponed to the same day and hour in the following week and at such adjourned meeting, the ordinary Members present shall be deemed to be a quorum for the transaction of the business of the meeting. In the case of a special general meeting called by requisition of Members, if no quorum is present upon the date fixed, and within (15) minutes after the time fixed for the meeting, it shall be dissolved. 

 
18. Chairman at General Meetings

The chair at all general or special general meetings of the Members of the Council shall be taken by the Chairperson of the Council or, in his absence, by the Vice-Chairperson. Should both be absent, the Members present shall elect a Chairperson for that meeting from among the other Members of the Executive present, if any, or, failing their presence, a Chairperson shall be elected, being a person who is entitled to vote at an Annual General Meeting, from among those Members present. 

19. Adjournment of General Meetings

The Chairperson of any general meeting may, with the consent of the meeting decided by majority vote, adjourn the meeting from place to place and from time to time but no business shall be transacted at any adjourned meeting other than that business left unfinished at the meeting from which the adjournment took place. 
 
20. Voting 

(a) Only members whose membership fees are fully paid shall be eligible and entitled to vote at an Annual or Special General Meeting of Members of the Council and each such Member shall have one vote. (b) In connection with the election of Members of the Executive, the voting shall take place as provided in clause 17 above.

(c) Save as otherwise provided in this constitution, any business, resolution or question submitted to such a meeting for decision shall be decided by majority vote of those present and entitled to vote and, in the first instance, by a show of hands. A corporate member and a special Member may be represented by a representative whose identity has been notified to the Secretary. Proxies shall be permitted. The Chairperson of any such meeting shall have a casting as well as a deliberative vote, provided, however, that a ballot may be demanded by not less than 50 percent of the ordinary or honorary life Members present at the meeting. Should any such ballot be demanded, it shall be taken in such a manner and at such time and place as the chairperson of the meeting may direct.

(d) A declaration by the Chairperson of the meeting of the result of a show of hands or a ballot, as the case may be, shall be conclusive.

21. Amendments to Constitution

(a) The Constitution of the Council, or any part thereof, as contained in these rules, shall not be repealed or amended, and no new rules shall be made, save by a resolution adopted by a majority of (two-thirds) of the ordinary and honorary life Members of the Council present at an Annual or Special General Meeting of Members of the Council, of which due and proper notice has been given.

(b) Fourteen (14) days notice of the intention to propose and move a resolution for the adoption of a new rule or the repeal or amendment of an existing rule and setting out the terms of such proposed resolution, shall be given to the Secretary, who shall forthwith notify the Executive and send a copy of such notice by post to each Member of the Council at the address of each Member appearing in the register of Members.
 
 

All Members shall communicate their addresses from time to time to the Secretary who shall keep a register of the names of Members and of their addresses. A corporate Member and, in appropriate circumstances, a special Member with the approval of the Executive, shall notify the Secretary from time to time of the name or names of persons who are authorised to represent that corporate Member or special Member at meetings of the Council. 

 
23. General
 

(b) A special notice or account to a Member shall be properly delivered by posting/e-mail it to the Member's registered address/e-mail address as appearing in the register of Members. In the event of any Member failing to register his address/e-mail address, or in the event of letters posted to the registered address or e-mail being returned, such notice shall be considered as having been properly given by placing the same on the notice-board of the Council.

Every Member, officer or servant of the Council shall be indemnified by the Council against all costs, losses and expenses which he may incur or become liable for by reason of any act or thing done by him as such in the discharge of his duties, unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust.

The Council may be dissolved by a resolution passed at a special general meeting called for that purpose, provided that such resolution is passed by a majority of (two-thirds) of the Members present and entitled to vote at such meeting and, further, that such resolution is confirmed at a special general meeting held not less than (4) weeks thereafter by a majority vote of Members entitled to be present and vote there on. In the event of such resolution being passed at the second special general meeting, that meeting shall also have power to pass resolutions by a majority vote for the appointment of a liquidator and the disposal of the surplus funds and assets of the Council after winding-up and after the payment of all the debts and obligations of the Council, provided that any surplus assets shall be given or transferred to some other association or institution, with objects similar to those of the Council, exempt from tax under the laws relating to income tax and donations tax.