The name of the Association shall be “SOUTH AFRICAN AVOCADO GROWERS ASSOCIATION” (SAAGA)
The headquarters of the Association shall be at Tzaneen or at such other place or places as the Board of Directors may decide.
The Association shall be a body corporate having an existence independent of its members, with perpetual succession and with power to own and hold movable and immovable property, and all its assets shall be registered or held in the name of the Association; the individual members of the Association shall not be liable to meet the debts, engagements or liabilities of the Association, which shall be incurred in the name of the Association and the liability of the members shall be limited to the amounts due by them in respect of their subscriptions or in respect of other monies payable by them in terms of this Constitution.
The aims and objects of the Association shall be:-
4.1 The collection, collation and distribution of information concerning the production and marketing of Avocados;
4.2 To encourage the co-ordination of export and local marketing of avocados and to assist in the distribution of information to exporters;
4.3 To make provision for the necessary quality requirements and the application thereof in conjunction with the relevant State bodies;
4.4 To make recommendations concerning the handling and distribution of Avocados;
4.5 To carry our research, to have research carried out and to co-ordinate such research concerning the production and marketing of Avocados.
4.6 To increase the demand Avocados locally and overseas by advertising, promoting and by such other means as the Association shall deem fit.
4.7 To collect funds by way of entrance fees, annual subscriptions and donations as well as levies on members’ fruit in terms of the constitution and bye-laws. Such income shall be used to defray administrative expenses and to further the objects of the Association.
4.8 To act as the official mouthpiece of the Avocado Growing Industry in all negotiations with State bodies and organised agriculture.
4.9 To lend money at the discretion of the board of directors to its employees or third persons, with or without security and to borrow monies in the interest of and for the benefit of the members and for the purposes thereof to bind the assets of the Association as security.
4.10 To insure any or all of the Association’s properties or assets or undertakings against risk of loss by fire, burglary, riot of other loss and to insure any employee or servant of the Association under any Fidelity Insurance Policy or against risk of loss of life or disablement or injury arising out of or in the course of such employment.
4.11 To invest and from time to time to re-invest the monies of the Association and or alter of vary such investments: to receive and collect income, interest or rental: to buy, sell, let and hire immovable property: to maintain, repair and improve immovable property: to cancel, cede and make over mortgage bonds and to institute and defend legal proceedings in any competent Court.
4.12 To engage and dismiss employees of the Association and to fix the terms of service and rates of remuneration of such employees;
4.13 To draw, make, accept, endorse, discount, execute and issue cheques, promissory notes, bills of exchange, bills of lading, debentures and other negotiable or transferable instruments;
4.14 To do all such other things as may be deemed incidental or conducive to the attainment of the aforegoing objects of any one of them.
The income property and monies of the Association from whatsoever source derived, shall be applied solely towards the promotion of the objects of the Association as herein set forth and no portion thereof shall be paid or transferred directly of indirectly by way of a dividend, bonus or otherwise by way of profit to the persons who are at the time or have been members of the Association, or to any other persons claiming through them, provided, however, that nothing herein contained shall prevent the payment in good faith of the out-of –pocket expenses of any officers, servants or members of the Association or the payment in good faith of remuneration to any person whomsoever in return for any services actually rendered to the Association.
Membership of the Association shall be limited to:
6.1 Grower Members:
Grower members shall be all persons who grow Avocados.
6.2 Non-Grower Members:
Non-Grower members shall be all persons who are involved in the packing, distribution, processing and or marketing of Avocados and who are not themselves growers.
6.3 Special Members:
Special members shall be any person who, in the sole discretion of the Board of Directors, merits membership by virtue of special qualifications or experience, of value to the Avocado industry;
6.3.1 Special members may be invited to join the association and their appointment shall be for such periods as the board may determine.
6.4 Honorary Life Members:
Honorary life members shall be members who in recognition of special or extraordinary services rendered to the Avocado Industry, are appointed Honorary Life members for their lifetimes.
6.5 Members of the Association may include individuals, Companies, Co-operatives and Corporate bodies or institutions.
7.1 Application for membership shall be made in writing on the prescribed form accompanied by the entrance fee and subscriptions, provided for in the Bye-Laws, to the Board of Directors who in their sole discretion shall be entitled to accept or reject any such application;
7.2 A register of members shall be kept by the managing Director of the Association.
8.1 Only Grower and Non-Grower members, in good standing (i.e. members who have paid their subscriptions in respect of the current period) and Honorary Members shall be eligible to hold any office in the Association or to vote at general meetings of the Association at which each such member shall be entitled to one vote only, provided that Grower members, shall, in respect of the year following that in which they have
exported more than 200 000 (Two hundredthousand levied kgs cartons) of Avocados, have one additional vote in respect of every additional 200 000 (Two hundredthousand levied kgs levied cartons) of Avocados grown and exported. No member, duly authorised by proxy in writing shall be entitled to vote on behalf of more than two members of the Association not present at any meeting of the Association.
8.2 Where a member’s levy is limited to 4 000 000 kgs in respect of the running cost of SAAGA, the voting rights shall be limited to 20 votes.
Membership of the Association shall terminate:-
9.1 On the date that a members ceases to be qualified as provided for in paragraphs 6.1 and 6.2 above; or
9.2 On the expulsion and removal of a member from the register of members in terms hereof.
The entrance fees and subscriptions payable by members shall be those prescribed from time to time in terms of the Bye-Laws.
The Board of Directors shall consist of at least 11 (ELEVEN) directors, who are members of the association and will consist of the following:
12.1 Chairman (1)
The Chairman shall be elected by the Board of Directors and shall be ratified by the members an AGM. The Chairman shall hold office for a period of two years.
12.2 Vice-Chairman (1)
The Vice-Chairman shall be elected by the Board of Directors. The Vice-Chairman shall hold office for a period of two years.
12.3 Past Chairman (1)
The Past Chairman shall be the outgoing Chairman. The Past Chairman shall hold office for a period of two years.
12.4 Regional Directors (5 plus)
Each regional committee shall appoint a representative to the functions of marketing:
- Overseas Market Development Shipping Logistics
- Committee/Growers’ Forum
- Local Market Development Committee
- Post Harvest Committee
- Grading Committee
- Research Committee
12.4.1 The Regional Directors shall be the Chairman of each Regional Committee representing the following five regions:
- KwaZulu Natal
Members of the Regional Committee shall elect a chairman of the Regional Committee He shall hold office for a minimum period of two years and thereafter annually but not exceeding five consecutive years. The past Chairman of a Regional Committee may be elected as Vice-Chairman thereof one year after completing his term as Chairman.
12.4.2 Any producer producing an average of more than four million export kgs (one million cartons) of export fruit per annum, over a period of three years, qualifies to appoint a Director to the Board of Directors as on additional Regional Director.
12.5 Marketing Director (1)
The marketing committee shall consist of the Chairman of the Overseas Market Development Committee, the Shipping Logistics Committee and the Local Market Development Committee. These chairmen shall elect a chairmen and Vice Chairman of the Marketing Committee. He shall hold office for a minimum period of two years and thereafter annually but not exceeding five consecutive years. Thereafter the Chairman by virtue of his position will serve as marketing Director of the Board of Directors. The past Chairman of the Marketing Committee may be elected as Vice-Chairman thereof one year after completing his term as Chairman.
Should the Marketing Committee be unable to elect a Chairman for whatsoever reason, thus obviating the appointment of a Marketing director, the board of directors may decide to appoint in their discretion a marketing director to the board of directors. Such appointment may be “ex officio” or be any paid up member of SAAGA in good standing.
12.6 Technical Director (1)
The Technical committee shall consist of the Chairman of the Post Harvest Committee, the Grading Committee and the Research Committee. These chairmen shall elect a chairman and Vice Chairman of the Technical Committee.
He shall hold office for a minimum period of two years and thereafter annually but not exceeding five consecutive years. The Chairman by virtue of his position will serve as Technical Director of the Board of Directors. The past Chairman of the Technical Committee may be elected as Vice-chairman thereof
one year after completing his term as chairman.
Should the Technical Committee be unable to elect a Chairman for whatsoever reason, thus obviating the appointment of a Technical director, the board of directors may decide to appoint in their discretion a technical director to the board of directors. Such appointment may be “ex officio” or be any paid up member of SAAGA in good standing.
12.8 Executive Director (1)
An Executive Director who shall be appointed by the
Board of Directors.
12.8 Executive Committee
The Executive Committee of the Board of directors shall consist of the chairman, Vice Chairman, Past Chairman and Executive Director.
12.8.1 The Board of Directors are granted the power of cooption should they for whatever reason deem it necessary to invite a member of SAAGA in good standing to join the Board of Directors.
12.8.2 The appointment must be a unanimous decision of all the Directors of the Board.
12.8.3 The appointment shall be for an initial period of 2 years and shall be renewed thereafter annually. Such renewal to be by unanimous agreement from the remaining Board of Directors.
Save for the Executive Director who shall be a paid employee of the Association and who shall hold office for such period as the Board of Directors may decide, all other Directors shall hold office for the term as specified in section 12 of the Constitution.
Directors shall each have one vote at meetings of the Board of Directors and shall be entitled to nominate in writing an alternate Director to be present and to vote at meetings of the Board on his behalf.
15.1 The Board shall meet or confer at least once per year and as often and at such times as the Board may deem necessary for the despatch of business and may adjourn or otherwise conduct its proceedings in such a manner as it may determine. Matters arising at any meetings shall be decided by a majority of votes and in the case of an equality of votes, the Chairman shall have a second or casting vote.
A two thirds majority of the directors present at any meeting shall be required in respect of all fiscal matters to be decided upon by the board. A member of the Board may and the Secretary, on the requisition of a member of the Board shall, at any time summon a meeting of the Board.
15.2 The Board shall ensure that proper minutes of all meetings are kept and the minutes of each meeting are submitted for approval to the next meeting of the Board for approval and thereafter be signed by the Chairman.
15.3 The Board shall in addition ensure that accurate records
are kept of all financial and contractual transactions.
15.4 A Chairman and Vice- Chairman of the Board of Directors shall be nominated by the Board at their first meeting.
15.5 The Board shall be entitled to expel from the Board of Directors any Director who without good cause is absent from 2 consecutive meetings of the Board.
15.6 The quorum necessary for the transaction of the business of the Board shall be 4 (FOUR).
The Board of Directors shall have the following powers:
16.1 The business of the Association shall be administered by the Board who may exercise all such powers of the Association as are not by these presents required to be exercised by the Association in general meeting, subject nevertheless, to such directions as may from time to time be given to the Board by the Association in general meeting, but no direction given by the Association in general meeting shall invalidate any prior act of the Board which would have been valid if such direction had not been given.
16.2 The Board shall appoint a * “Managing Director” for such period as the Board may determine to administer and manage the day to day affairs of the Association.
16.3 The board may delegate any of its powers to subcommittees, consisting of such members or member or such other persons as it may deem fit. Any subcommittee, shall in the exercise of the powers so delegated, conform to any directions that may have been given to it by die Board and shall, subject to such directions, conduct its proceedings in such manner as it may itself determine.
16.4 The Board shall have power to frame the Bye-Laws in terms of this Constitution providing for the election and qualifications of members and Directors of the Association, the rates of subscriptions and entrance fees, the qualifications for membership, the use of the Associations property and facilities, the formation, control and management of the business and affairs of the Associations generally and make amendments and additions thereto from time to time;
16.5 The Boards shall have the power to suspend or terminate a member’s membership on the grounds set out herein and in the Rules. Such expelled or suspended member shall have the right to appeal to the general meeting of members in the area in which he conducts his Avocado business.
17.1 The annual and Special General Meetings of the Association shall be convened by notice in writing to each member, at least 14 (FOURTEEN) days prior to the date of the meeting, specifying the date, place, time and agenda of the meeting:
17.2 The Annual General Meeting shall be held not later than two months after the 31st December in each year, to deal with the following matters:-
17.2.1 To receive and consider the annual report of the Chairman of the Board;
17.2.2 To receive and approve the annual financial statement and budget for the ensuing year;
17.2.3 To elect Directors as provided for in Clause 12 above or to take note of Area Directors elected at separate meetings held in each area prior to the Annual General Meeting.
17.2.4 To consider matters of general interest.
17.3 A Special General Meeting may be called by the Chairman and one member of the Board or at the request of three members who shall deliver such a request to the Managing Director in writing and the Special General Meeting so called shall only deal with the specific matter for which the meeting was called or requested;
17.4 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business, which quorum, unless otherwise determined by the Association, shall be 5% of the total number of members appearing in the membership register on the last day of the month preceding the meeting;
17.5 Should there not be a quorum as aforesaid further notice of 14 (FOURTEEN) days shall be given of a general meeting and if within one half hour of the time appointed for such meeting a quorum is not present, the members then present shall form a quorum.
17.6 At any general meeting a resolution put to the vote of the meeting shall be decided by a show of hands. A declaration by the Chairman of the meeting that a resolution has been carried or lost and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact, without proof of the actual number or proportion of the votes recorded in favour or against such resolution;
17.6.1 In the case of an equality of votes whether on a show of hands or on a poll, the Chairman of the meeting at which the voting takes place shall be entitled to a second or casting vote.
No alteration to the Constitution shall be made, except at a General meeting, of which at least 28 (TWENTY EIGHT) days notice in writing specifying the proposed amendment to the Constitution, has been sent to all members and unless the amendment be approved by a majority of two thirds of those present and voting at the meeting.
The Association shall keep proper books of account which shall, during business hours, be available for inspection at the Headquarters of the Association, to any member who shall be entitled to make copies of or extracts therefrom. The financial year of the Association shall commence on the 1st day of MARCH in each year.
The association shall be dissolved if at least two thirds of those entitled to vote at the Annual General Meeting, vote in favour of such dissolution. No motion for dissolution of the association shall be considered unless all members are advised thereof at least three months prior to the consideration of the motion;
20.1 If upon liquidation or dissolution of the Association, there remains any property whatsoever, after the satisfaction of all the debts and liabilities of the Association, it shall not be paid to or distributed amongst the members of the Association, but shall be given or transferred to some other institution or institutions having objectives similar to those of the Association to be determined by the members of the Association at or before the time of the dissolution.
21.1 The South African Avacado Growers’ Association (referred to hereafter in the sub clauses of this clause 21 as SAAGA) must have a committee, board of management or similar governing body consisting of at least three (3) persons, who are not connected persons in relation to each other, to accept the fiduciary responsibility of SAAGA;
21.2 No single person may directly or indirectly control the decision–making powers relating to SAAGA;
21.3 SAAGA may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives;
21.4 SAAGA is required to utilise substantially the whole of its funds for the sole or principal object for which it has been established;
21.5 No member may directly or indirectly have any personal or private interest in SAAGA;
21.6 Substantially the whole of the activities of SAAGA must be directed to the furtherance of its sole or principal object and not for the specific benefit of any individual member or minority group;
21.7 SAAGA may not have a share or interest in any business, profession or occupation which is carried on by its members;
21.8 SAAGA must not pay to any employee, office bearer, member or other person any renumeration as defined in the Fourth Schedule of the Income Tax Act which is excessive having regard to what is generally considered reasonable in the sector and in relation to the service rendered;
21.9 Substantially the whole of SAAGA’s funding must be derived from its annual or other long term members or from an appropriation by the government of the Republic
of South Africa in the national, provincial or local sphere;
21.10 SAAGA must as part of its dissolution transfer its assets to:
21.10.1 Another entity approved by the Commissioner or the South African Revenue Service in terms of Section 30(B) of the Income Tax Act.
21.10.2 A Public Benefit Organisation approved in terms of Section 30.
21.10.3 An institution, board or body which is exempt from tax under Section 10(1)(cA)(i); or
21.10.4 The government of the Republic of South Africa in the national, provincial or local sphere.
21.11 The persons contemplated in Article 21.1 above must submit any amendment of this constitution to the Commissioner of the South African Revenue Service within thirty (30) days of such amendment;
21.12 SAAGA will comply with such reporting requirements as may be determined by the Commissioner of the South African Revenue Service from time to time;
12.13 SAAGA is not and may not knowingly become a party to and will not knowingly permit itself to be used as part of an impermissible avoidance arrangement contemplated in Part 11A of Chapter 111 of the Income Tax Act or a transaction, operation or scheme contemplated in Section 103(5) of the Act.