CONSTITUTION & By-LAWS OF THE SOUTH AFRICAN LITCHI GROWERS' ASSOCIATION
The name of the Association shall be “SOUTH AFRICAN LITCHI GROWERS' ASSOClATlON" (SALGA)
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 objectives of the Association shall be:
4.1 the collection, collation and distribution of information concerning the marketing and production of litchis;
4.2 to encourage the co-ordination of export and local marketing of litchis 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 litchis;
4.5 to carry out research. to have research carried out and to co-ordinate such research concerning the marketing and production of litchis;
4.6 to increase the demand for litchis 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 ot the Association;
4.8 to act as the ofﬁcial mouthpiece of the Litchi 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 ofand for the beneﬁt of the members and for the purposes thereof to bind the assets oi the Association as security;
4.10 to insure any or all of the Associations properties or assets or undertakings against risk of loss by ﬁre, burglary, riot or 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 or 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 Growers Members:
Grower members shall be all persons who grow litchis.
6.2 Non-Grower Members:
Non~Grower members shall be all persons who are involved in the packing, distribution, processing and or marketing of litchis and who are not themselves growers.
6.3 Special Members:
Special members shalt 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 Litchl industry;
6.3.1 Special members may be invited lo join the association and their appointment shall be tor such periods as the Board of Directors may determine.
6.4 Honorary Life Members:
Honorary life members shall be members who in recognition of special or extraordinary services rendered to the Litchi lndustry, 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 Management 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 General Manager of the South African Litchi Growers’ Association.
Only Grower and Non-Grower members, in good standing (i.e. members who have paid their subscriptions and levies 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 (1)vote only, provided that Grower members, shall, in respect of the year following that in which they have grown more than 200 (TWO HUNDRED) levied tons of litchis, have one additional vote in respect of every additional 200 (TWO HUNDRED) levied tons of litchis grown. No member, duly authorised by proxy in writing shall be entitled to vole on behalf of more than two members of the Association not present at any meeting of the Association.
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.
11.1 A member shall be entitled to resign at any time provided that he shall have notiﬁed the Association in writing of his intention so to do.
11.2 The Board of Directors shall be entitled to suspend or expel and remove from the register of members. any member who, without good cause:
11.3 Breaches any of the provisions of this constitution and or the Bye-Laws of the Association, or
11.4 fails to discharge his liability in respect of any monies due by him to the Association within 30 (THIRTY) days of the month end in which such monies become due.
11.5 Any suspension of membership shall be such period as Management may determine, during which period, the member affected shall not be entitled to exercise his voting rights or attend Association meetings.
11.6 Any such resignation, suspension or expulsion shall not thereby release such defaulting member from his liability to the Association and neither shall such resignation and or defaulting member be entitled to any refund of his entrance or subscription fee, or any part thereof.
The Board of Directors consist of 17 (SEVENTEEN) directors, who are members of the association and will consist of the following:
12.1 Area Directors (5)
One Director each of the following regions/areas:
Far Northern Transvaal: Louis Trichardt, Levubu and Venda
North Eastern Transvaal: Tzaneen and Hoedspruit
Eastern Transvaal: White River, Kiepersol,Nelspruit, Hazyview and Kangwane
Far Eastern Transvaal: (Onderberg) Malelane and Baberton.
12.1.1 Area Directors shall be elected by the members of that area, at the Annual General Meeting of the Association.
12.2 Co-operative Directors (3)
One Director nominated by the Co-operative in each area which has packed me greatest average volume of levied litchis over the immediate preceding two seasons, and of which Cooperative he is either a Director or the Manager, provided that the area in which such Co-operative serves, packs at least 10% of the litchi crop levied by the Association.
12.3 Non Grower Directors (5)
One director who is a Non-Grower member (or his nominee) for each area who personally or directly packs the minimum quantity of litchis prescribed in the Bye-Laws.
12.4 Additional Directors (3)
The Board of Directors shall appoint 3 Additional Directors to represent research, marketing or any other function as deemed necessary.
12.5 Managing Director (1)
A Managing Director who shall be appointed by the Board of Directors.
Apart from the Managing 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 year, but shall
thereafter be eligible for re-election or re-nomination.
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 on the 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 40% of the elected Board Members.
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 ail 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 / General Manager 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 sub-committees, consisting of such members or member or such other persons as it may deem ﬁt. Any sub-committee, shall in the exercise of the powers so delegated, conform to any directions that may have been given to it by the Board and shall, subject to such directions, conduct its proceedings in such mariner 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 members 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 Litchi 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 30 September 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 statements 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 it 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 vole of the meeting shall be decided by a show of hands. A declaration by the Chairman of the meeting that a resolution has been canied 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) clays 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 shalt, 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 me Association shall commence on the 1" day of OCTOBER 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 It 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 Litchi Growers’ Association (referred to hereafter in the sub clauses of this clause 21 as SALGA) 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 SALGA;
21.2 No single person may directly or indirectly control the decision-making powers relating to SALGA;
21.3 SALGA 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 SALGA 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 SALGA;
21.6 Substantially the whole of the activities of SALGA must be directed to the furtherance of its sole or principal object and not for the speciﬁc beneﬁt oi any individual member or minority group;
21.7 SALGA may not have a share or interest in any business, profession or occupation which is carried on by its members;
21.8 SALGA must not pay to any employee, ofﬁce bearer, member or other person any remuneration 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 SALGA'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 SALGA 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 tenrts 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 1D(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 SALGA will comply with such reporting requirements as may be determined by the Commissioner of the South African Revenue Service from time to time;
21.13 SALGA 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.
BY-LAWS OF THE SOUTH AFRICAN LITCHI GROWERS' ASSOCIATION
1.1 The entrance fees and annual subscriptions shall be, in respect of:-
1.1.1 Existing Grower Members - members who are paying levies and are currently growing litchis, shalt be liable for annual subscription at R50/ha.
1.1.2 New Grower Members - any prospective new grower wishing to join the Association shall be liable for an innitial entrance fee of R1000.00 (ONE THOUSAND RAND) but will not be liable for further annual subscriptions. Such new members will be required to pay levies as stipulated in the Constitution.
1.1.3 New and Existing Non-Grower Members (e.g. Co operative Companies, Packhouses etc) will be liable for an annual subscription of R1000.00 (ONE THOUSAND RAND).
1.1.4 New and existing Exporter Members - will be liable for an annual subscription fee of R1000.00 (ONE THOUSAND RAND).
1.2 Special and Honorary Life Members shall not be required to pay an entrance or a subscription fee;
1.3 The entrance fee and annual subscription may be revised by the board from time to time provided that changes in annual subscription shall only take effect from the commencement of the next financial year of the Association;
1.4 Entrance fees and subscriptions shall become payable on approval of membership and thereafter within 30 (THIRTY) days of the commencement of the financial year of the Association;
1.5 Any member intending to resign shall notify the Chairman in writing before the date on which such subscription become due and failing which shall be liable to pay one half of the annual subscription.
2.1 Grower-Members shall be liable to pay to the Association a levy on the following sales:
2.1.1 Export Sales: 46c/2kg carton exported
2.1.2 Local Sales: 46c/2kg carton on all local sales
2.1.3 Processing Sales: 2% of the price paid to the grower by the Processor
2.1.4 Bakkie sales: 2% of the price paid by the vendor to the grower.
2.2 -All monies payable in terms of this paragraph, shall unless recovered directly by the Association, be payable to the Association within 45 (FORTY FIVE) days of payment being received by the member.
2.3 The Association may call on members to produce such documentation or evidence as it may deem necessary to support the sales of Litchis by members;
3.1 The proposal of a new member shall be on an application form prescribed by the Board and signed by the candidate. The proposal form shall be submitted to the Secretary together with the prescribed fees and subscriptions and membership of a candidate will become effective on approval by the Board.
3.2 The signed application form for membership shall constitute an acknowledgement by the member that he agrees to be bound by the Constitution and the Rules and Regulations of the Association.
The minimum quantity of Litchis to be handled personally or directly by a Non-Grower Member to qualify him in terms of paragraph 12.3 of the Constitution as a Non Grower Director shall be 200 (TWO HUNDRED) levied tons of Litchis.
5.1 Any member who breaches any of the provisions of the constitution or these Bye-Laws may have his membership of the Association suspended for such period as the Board of Directors may deem fit or be expelled from the Association and have his name removed from the register of members.
5.2 Any member whose membership is suspended or who is expelled and his name removed from the register of members and who is a member of the Board of Directors shall automatically on the date of such suspension or expulsion, cease to be a member of the Board of Directors.