C O N S T I T U T I O N OF THE EGG ORGANISATION OF ... - SAPA

C O N S T I T U T I O NOF THEEGG ORGANISATIONOF THESOUTH AFRICAN POULTRY ASSOCIATIONJanuary 2013

CONSTITUTIONOF THE EGG ORGANISATION OF THESOUTH AFRICAN POULTRY ASSOCIATION1. NAME OF THE ORGANISATIONThe Organisation shall be known as "THE EGG ORGANISATION OF SAPA".2. DEFINITIONSFor the purpose of this Constitution and any Regulations thereunder, terms, words, phrases andnames shall be defined as follows:2.1 OrganisationEgg Organisation of the South African Poultry Association.2.2 SAPAThe South African Poultry Association.2.3 Management CommitteeThe Management Committee of the South African Poultry Association.2.4 CommitteeThe Committee of the Egg Organisation of the South African Poultry Association.2.5 MemberA member in good standing in terms of the Constitution of the Egg Organisation of theSouth African Poultry Association.2.6 Commercial EggsShell eggs for human consumption.2.7 Egg ProducerA person or legal entity who/which individually or collectively with others, directly orindirectly, keeps, controls or manages 500 or more commercial egg layers or controls ormanages the primary marketing of the egg production emanating from 500 or morecommercial egg layers.2.8 SecretariatThe Secretariat of the South African Poultry Association.3. OBJECTIVES OF THE ORGANISATIONTo establish and maintain an organisation in South Africa for the promotion, development andguidance of the commercial egg industry as an independent subsidiary branch of the South AfricanPoultry Association equal in status to that accorded other subsidiary branches of the poultryindustry.

4. MEMBERSHIPThe membership of the Organisation shall consist of:4.1 Ordinary MembersOrdinary members who/which are egg producers and whose membership shall be related tothe equivalent number of commercial egg layers held as contemplated in Clause 2.7 above(where the number of egg layers are calculated from net eggs marketed, on an assumed 80%hen-day production, being considered the average laying percentage per egg layer perproducer and disregarding eggs bought in from other Egg Organisation members).4.2 Honorary Life MembersElected by the Annual General Meeting for services rendered. There shall not be, at anytime, more than five Honorary Life Members.4.3 Associate MembersAssociate members who are involved with the commercial poultry industry but do notqualify to be members of any of the official South African Poultry Association affiliates, willcarry one vote only and pay the minimum subscription fee.5. APPROVAL OF MEMBERSHIP5.1 Application for membership, other than Honorary Life Membership, shall be made direct tothe Committee.5.2 The signing of a membership form shall be a distinct acknowledgement of an acquiescencewith the Constitution and regulations of the Organisation, including the SAPA Code ofPractice and any subsequent amendment thereof.5.3 Honorary Life Members may only be elected at Annual General Meetings for servicesrendered, which fact shall be recorded in the minutes of the Annual General Meeting. Noticeof motion for the election of Honorary Life Members shall be given four (4) weeks prior tothe date of the Annual General Meeting.6. SUBSCRIPTION AND VOTING POWER6.1 Voting Power6.1.1 Ordinary MembersVoting by Ordinary Members (excluding Honorary Life Members and AssociateMembers) at Annual General Meetings shall accord with the provisions of Clause8.8.If a person who usually carries the vote of the Ordinary Member is unable to attendan Annual General Meeting or Special General Meeting, or if the OrdinaryMember prefers otherwise, the Ordinary Member shall be entitled to appoint one ormore alternative functionary/functionaries from his organisation as substitute/s.6.1.2 Honorary Life MembersHonorary Life Members (maximum of 5) shall be entitled to one vote each atGeneral Meetings and in elections. No proxy votes apply.

6.1.3 Associate MembersAssociate Members will carry one vote.6.1.4 No Ordinary Member of the Organisation shall nominate any person for election toany post or vote at any election or General Meeting of the Organisation or enjoyany other benefit from the Organisation, unless such member is in good standing atthe time of nomination and at the time of voting.6.2 Voting procedure at Annual General Meetings6.2.1 MembersAll delegates must be members in good standing of the Organisation. Votes byOrdinary Members at General Meetings may be cast individually by OrdinaryMembers actually present or by proxy.6.2.2 Honorary Life MembersVotes by Honorary Life Members at General Meetings shall be cast individually byHonorary Life Members actually present at the meeting.6.3 Subscriptions6.3.1 Subscriptions and other fees payable by members may be imposed from time totime by the Committee, subject to the approval of the SAPA ManagementCommittee and Egg Organisation Annual General Meeting.6.3.2 All membership fees shall become due and payable to the South African PoultryAssociation in accordance with the Constitution.6.3.3 Every Ordinary Member shall be liable for subscriptions relating to the totalnumber of commercial egg layers (or equivalent egg numbers handled)contemplated in 2.7 above.7. GENERAL MEETINGS7.1 Annual General Meeting7.1.1 A General Meeting styled the Annual General Meeting of the Egg Organisation ofSAPA shall be held annually. The meeting shall be held at the time and placedetermined for the SAPA Congress. The SAPA Management Committee stipulatesthe Congress date, which shall not be held prior to the first week in March.7.1.2 The business of the Annual General Meeting shall be to:a) Receive and consider the Chairman's Report and the Statement of Revenue andExpenditure of the South African Poultry Association for the past financialyear.b) Consider such matters as may be included in the Agenda.c) Transact general business.

d) Appoint a maximum of five (5) delegates in addition to the five (5) delegatesappointed by the Committee, to represent the Organisation at the annual SAPACongress or at any Special General Meetings of the South African PoultryAssociation. Nominations for delegates to the SAPA Congress shall be calledfor from members present at the General Meeting of the Egg Organisation. Thenominees must attend the Annual Meeting in person. The maximum number ofvotes for the Egg Organisation at the SAPA Congress is ten (10).7.1.3 All proposals for discussion at the Annual General Meeting, except amendments ofthe Constitution as per clause 13.1, shall be in the hands of the Secretariat at leasteight (8) weeks prior to the date fixed for the Annual General Meeting. The noticeof the Annual General Meeting and the agenda shall be posted to members not laterthan four (4) weeks prior to the date fixed for the Annual General Meeting.7.1.4 The Committee may edit and, if necessary, in consultation with the originalproposer, amend any proposal submitted for inclusion in the Agenda, provided anysuch amendment does not alter the basic intention as contained in the original copy.7.1.5 Notice of the date of the Annual General Meeting shall be given to all members atleast sixteen (16) weeks prior to the meeting.7.1.6 The Management Committee of the South African Poultry Association may placeany proposal submitted to the Congress of the South African Poultry Associationon the Agenda of the Annual General Meeting of this Organisation.7.2 Special General MeetingA Special General Meeting may be called by the Committee as required under the followingcircumstances:7.2.1 If, in the opinion of the Committee, a Special General Meeting is necessary todiscuss matters of urgency, the Committee may call such a meeting for a date notless than (2) two weeks from the date of dispatch of the notice of the meeting.7.2.2 A Special General Meeting shall also be called at the written request of membersrepresenting not less than thirty (30) per cent of the total voting strength at thetime, for a date within six (6) weeks of such request being received by theSecretariat. The Committee will consider whether the reason for which suchmeeting is requested is in fact a national matter and needs to be dealt with by aSpecial General Meeting. They will take this decision within two (2) weeks fromthe date of which such request is received by the Secretariat. At least four (4)weeks notice of such a meeting shall be given to the members by post, stating thebusiness for which such a meeting has been called and no other business except asstated in the notice shall be discussed at such meeting.7.2.3 The provisions of this Constitution shall apply to all General Meetings.

7.3 ChairmanThe Chairman of the Committee, and in his absence the Vice-Chairman, shall be thechairman at all General Meetings. In the absence of both the Chairman and the Vice-Chairman, the meeting shall appoint a chairman to conduct the business of the meeting.7.4 QuorumFifteen (15) members, irrespective of numbers of votes or delegates personally present andentitled to vote, shall form the quorum for an Annual General Meeting or a Special GeneralMeeting called by the Committee.In the absence of a quorum, the Annual General Meeting or a Special General Meetingcalled by the Committee, shall stand adjourned for one (1) hour, after which the delegatespresent at the adjourned Annual General Meeting or the Special General Meeting shall formthe quorum.8. MANAGEMENT8.1 Executive CommitteeAn Executive Committee shall be appointed by the Committee from its members, and shallconsist of the Chairman, the Vice-Chairman and one member.The Executive Committee shall have the power to co-opt further members of the Committeewith full membership rights, and further persons in an advisory capacity, as and whenrequired.8.2 Chairman and Committee8.2.1 The full Committee of thirteen (13) shall, at its first meeting after the AnnualGeneral Meeting, appoint from amongst its members a Chairman and a Vice-Chairman. The Vice-Chairman shall, in the absence of the Chairman, exercise allthe rights and privileges of the Chairman as defined throughout this Constitution.8.2.2 The Chairman shall preside at all Committee and Executive Committee meetings.He shall be entitled to exercise, apart from his deliberate vote, a casting vote.8.4 Any member of the Committee, who fails to attend two consecutive Committee meetingswithout good reason, shall be deemed to have resigned from the Committee.8.5 The Committee and Executive Committee shall meet, when deemed necessary, at theChairman's discretion or when at least three Committee members request a meeting of theCommittee.8.6 All members of the Committee and its Executive Committee and sub-committees, dulyauthorised by the Committee, shall be entitled to travelling and reasonable out-of-pocketexpenses incurred when attending meetings of these Committees.8.7 The quorum for all Committee, Executive Committee and sub-committee meetings shall bethe members present.8.8 Vote and Subscription8.8.1 The number of eggs marketed and converted to equivalent egg layer numbers asdefined in Clause 2.7 shall, in diminishing proportion, determine the extent of amember's voting power and subscription fee. Vote and subscription fee categories

shall therefore be determined by means of a sliding scale approved at every AnnualGeneral Meeting in respect of the twelve (12) month period commencing on 1January of that year. Net egg sales for the twelve (12) months ending at the end ofSeptember of the preceding year shall be taken as a member’s sales volume. TheCommittee shall thereanent cause an appropriate recommendation to be made inthe notice of each Annual General Meeting, based on the paid-up membership ofthe preceding year (as at the end of the third quarter of the preceding year) andrelated to the Egg Organisation’s budget requirements for the new year. Thisvoting power and subs rates per egg layer per category shall apply for the full yearin question.8.8.2 Voting by proxy shall be allowed at General Meetings on the following conditions:a) Only an official proxy form will be allowed, issued by the Secretariat orincluded in the General Meeting notice documentation, indicating therelevant voting power and who is to carry the member’s vote.b) The official proxy form is to be signed by the member confirming his/hermembership standing and submitted to the Secretariat to be registered aweek before the General Meeting, for inclusion in the voting roll.8.9 Election Procedure8.9.1 Committee members shall serve terms of three (3) years, subject to the proviso thatannually one third of the Committee members, who have uninterruptedly served forthe longest time, shall retire, but shall be available for re-election, if they assentthereto. The retiring members shall be determined by the Committee at their firstmeeting of each year, which precedes the Annual General Meeting. Suchvacancies shall be filled by nominated members elected at the Annual GeneralMeeting.8.9.2 The Secretariat, at least six (6) weeks before the date of the Annual GeneralMeeting, shall send a nomination form to each member. Such form shall indicatethe name of retiring Committee members and further indicate which members areavailable for re-election. The form shall request the member to make a nominationor nominations if he/she so wishes. The nomination form must be properly signedby the member making a nomination or nominations.Nomination forms must reach the Secretariat at least four (4) weeks prior to theAnnual General meeting. Nomination forms may be returned to the Secretariat byfacsimile transmission.8.9.3 Nominators should, before making a nomination, ascertain from the intendednominee whether, if elected, he/she will serve on the Committee and appropriatelyindicate this on the nomination form. If the nominator has not done so, then theSecretariat will do so. Only the names of nominees whose affirmations have beenobtained, will be put forward for election.8.9.4 If the number of candidates nominated exceeds the number of vacancies on theCommittee, then such Committee members shall be elected by ballot for purposeswhereof the official ballot forms shall be used, which forms shall accord with thedetermination provided for in Clause 8.8 above.8.9.5 Members may thus not vote for more candidates than the number of vacancies,failing which their ballot forms shall be treated as spoilt.8.9.6 The votes shall be counted immediately after the election. Those candidates whoobtain the highest number of votes shall be regarded as elected. The electedmembers shall be announced prior to the Annual General Meeting being adjourned.

8.9.7 A casual vacancy on the Committee shall be filled by the remaining Committeemembers who may appoint a member until the next Annual General Meeting.8.10 Powers9. FINANCESThe Committee shall have the power to:8.10.1 Give effect to all resolutions passed at the Annual General Meeting and SpecialGeneral Meetings.8.10.2 Draft and submit proposals to the SAPA Congress and its own Annual GeneralMeeting.8.10.3 Appoint a maximum of five (5) delegates and their alternates to represent theOrganisation at the SAPA Congress and determine to what extent it can contributetowards their expenses. These appointments shall be made not less than eight (8)weeks before the date stipulated for the SAPA Congress.8.10.4 Appoint two (2) representatives to serve on the Management Committee of SAPA.These two (2) representatives shall be appointed from the Committee. TheCommittee shall also appoint reserves, should one of the original nominees beelected Chairman of the Management Committee.8.10.5 Appoint an Executive Committee (as envisaged in Clause 8.2) and sub-committeesto deal with any branch of the industry, or with any particular work of theCommittee, carry out any of the objectives of the Organisation, or institute theinquiries with regard to any matters pertaining to the Industry.8.10.6 Co-opt persons to the Committee, only to serve in an advisory capacity.8.10.7 Act and decide on any matter arising between General Meetings, such action ordecision not being contrary to any resolution of General Meetings.8.10.8 Apply to the SAPA Management Committee for and allocate funds enhancing theobjectives, functions and activities of the Organisation.8.10.9 Impose disqualifications on, discipline, suspend or expel any defaulting memberfor contravention of the Constitution or Rules or whose conduct has been, in theopinion of the Committee, detrimental or injurious to the interests of theOrganisation and its members.8.10.10 Act as arbitrator in any dispute between members.8.10.11 The names and addresses of the members of the Organisation shall not be disclosedto any person for any purpose unless by special permission of the Committee.9.1 All subscriptions and all other income due by members in terms of this Constitution shall bepaid direct to the South African Poultry Association, and all administrative costs to the EggOrganisation of SAPA shall be borne by the Association. The Management Committee ofSAPA shall, from time to time, allocate amounts expendable by the Egg Organisation ofSAPA out of the general funds of the South African Poultry Association.9.2 The Secretariat shall maintain accounts giving an adequate and correct record of the amountsallocated to the Organisation and the expenditure thereof.

10. SOUTH AFRICAN POULTRY ASSOCIATION10.1 This Organisation shall be a subsidiary of the South African Poultry Association with fullautonomy on issues regarding its particular interests, but subject to the powers of the SAPAManagement Committee as described in the SAPA Constitution. The SAPA Congress shallhave jurisdiction over all SAPA subsidiaries and members in matters relating to the work ofthe Organisation.10.2 The Constitution of the South African Poultry Association shall be deemed to form part ofand shall be read in conjunction with this Constitution, and no person falling under thejurisdiction of the Organisation shall be absolved from responsibility for any contraventionthereof by advancing a plea of ignorance.10.3 The South African Poultry Association shall be the Secretariat of the Organisation.11. OFFICIAL ORGANThe South African Poultry Association's Poultry Bulletin, owned and published by the Association,or any other publications recognised as official organs by the Management Committee of the SouthAfrican Poultry Association, shall be the official organ of the Organisation.12. LANGUAGEEnglish and Afrikaans shall be the official languages of the Association.13. CONSTITUTION-AMENDMENTS13.1 No alteration of the Constitution shall be made except where such alteration is carried by atwo-thirds majority of the votes represented at the Annual General Meeting, at the time ofvoting. Any notice of motion to amend shall be submitted to the Secretariat not less thantwelve (12) weeks prior to the date of the Annual General Meeting.13.2 Any amendments to the Constitution will be submitted to the Commissioner for InlandRevenue.14. CONSTITUTION-INTERPRETATION14.1 In case of doubt or dispute as to the meaning or application of this Constitution, theinterpretation of the Committee shall be binding upon the members until the next AnnualGeneral Meeting.14.2 In the case of doubt or dispute, the English version of the Constitution shall be regarded asthe official Constitution.15. LEGAL MATTER15.1 The Management Committee of the South African Poultry Association shall represent theOrganisation in legal matters and shall have the power to institute and defend legalproceedings by or against the Organisation. Legal documents shall be signed by theChairman of the Management Committee and the Executive Director of the South AfricanPoultry Association in conformity with resolutions passed by the Committee or ExecutiveCommittee of the said Organisation and confirmed by the Management Committee.15.2 Members of the Committee or of the Executive Committee or of a Special Committee shallnot incur any personal responsibility of whatever nature to any person or body in theexecution of their duties, and shall be indemnified by the South African Poultry Association.

15.3 The Organisation does not hold itself in any way responsible for the liabilities incurred byany members.16. WAIVING OF RIGHTSEvery member of the Organisation shall be deemed to have waived any rights against theOrganisation for any damages consequent to the operation or enforcement of the Constitution andRules.17. DISSOLUTION AND DISTRIBUTION OF PROFITS OR GAINS17.1 The South African Poultry Association shall utilise its funds solely for investments or for thefurtherance of the objectives of the Association and no portion of its profits or gains shall bedistributed to any person.17.2 If, upon winding up or dissolution of the Association there remains, after the satisfaction ofall its liabilities, any property, whatsoever, the same shall not be paid to or distributedamongst the members of the Association, but shall be given or transferred to anotherinstitution or institutions having objectives similar to the objectives of the Association, to bedetermined by members of the Association at or before the time of dissolution.18. PROFIT-MAKING ACTIVITIESThe South African Poultry Association will not carry on any trading or profit-making activities; norwill it participate in any business, profession or occupation carried on by any of its members; norwill it provide any of its members with financial assistance, premises or continuous services orfacilities required by its members for the purpose of carrying on any business, profession oroccupation.