Greater Clarens Chamber of Commerce – Draft Constitution


Draft Constitution

August 2013

1          Preamble

We, the business community of Greater Clarens, declare our intention to establish a non-racial, independent Chamber of Commerce to represent and champion the constitutional rights and interests of all our businesspeople, including:

– The promotion of a Greater Clarens business environment conducive to the regulated growth and development of the village as a pre-eminent tourist attraction;
– The on-going maintenance and upgrading of the physical infrastructure of Greater Clarens against a prioritised schedule of agreed activities within the Dhilabeng development plan;
– The promotion of relevant skills-development and training for the owners and employees of businesses in Greater Clarens; and
– The provision of representation as necessary for Greater Clarens business interests in the event of disputes arising from rates, services or Municipal or Provincial or National decisions deemed prejudicial to the interests of Great Clarens.
2          The Greater Clarens Chamber of Commerce

2.1       Name

The name of the organisation will be the Greater Clarens Chamber of Commerce, referred to hereafter as the GCCC.

2.2       Definitions and Provisions

2.2.1    ‘Greater Clarens’ means the business areas of Clarens, Kgubetswana, Congo, Kannana, Phahameng, the Clarens Golf Estate and other businesses located in the surrounding farmlands and parks, generally associated with Greater Clarens and circumscribed by the Dhilabeng development map of the area.

2.2.2    Non-Profit Structure

The GCCC shall be a non-profit body and its income and property shall be applied solely towards promoting and attainment of the objects of the GCCC.  All payments made on behalf of the GCCC shall be as determined and approved by the Executive Committee and may include the remuneration of employees of the GCCC or other designated members or persons for services rendered to the GCCC.

2.2.3    Affiliation

The GCCC may be affiliated to any other organisation deemed to have the capacity or standing to assist in the promotion or achievement of its aims and objectives, subject to the approval of a majority of members at a General Meeting of the GCCC.

2.2.4    Legal Status

The GCCC shall be a juristic body having the power and authority to engage in or respond to legal action in matters concerning Greater Clarens or any member of its business community.

3          Aims and Objectives

The aims and objectives of the GCCC shall be to act on behalf of its members in all matters affecting their business environment and related interests, including but not limited to the enforcement of Municipal by-laws in support of the Constitution of South Africa.  Such aims and objectives shall include, but not be limited to:

– Promotion of an environment conducive to attracting investment and development into Greater Clarens;
– Advancing the aims and objectives of the Greater Clarens business community and building the capacity and structure of a non-racial and independent GCCC; and
– Establishment of good working relations with local Municipal Management, Councils, Provincial and Governmental structures and other non-governmental organizations.
4        Membership

4.1      Eligibility

All persons, legal persona, bodies corporate, companies and firms directly engaged in commerce and industry, agriculture, professions or kindred activities shall be eligible for membership of the GCCC.

4.2      Membership of the GCCC

– Ordinary Members – shall be those persons eligible in terms of clause 4.1 whose applications for membership have been duly approved by the Executive Committee of theGCCC and shall have full voting power.
– Associate Members – shall be persons having special qualifications or who represent an associate body or organisation of special importance, or are able to provide significant or material assistance, and whose applications are approved by the Executive Committee of the GCCC, but shall have no voting power nor be required to pay membership fees.
4.3      Constitution

A copy of this Constitution, subject to amendment from time to time, shall be supplied to each Member and to an intending applicant for membership if requested.
4.4      Application for Membership

Application for membership shall be made on the form prescribed by the GCCC and forwarded together with the appropriate fee to the Executive Committee for consideration at its following meeting.

4.4      Certificate of Membership

The GCCC shall issue to each Ordinary and Associate Member a Certificate of Membership which shall remain the property of the GCCC and be returned in the event of cessation of membership.

4.5      Representation of Members

A paid-up Ordinary Member of the GCCC in good standing shall have full authority to act and vote in all matters dealt with by the GCCC and be entitled to nominate an alternate when required, although the rights and privileges of membership shall not be transferable.

4.7      Resignation of Membership

Notice of resignation shall be given in writing to the Executive Committee of the GCCC and shall be accompanied by the return of the Member’s Certificate of GCCCMembership.

4.8      Expulsion of Members

The Executive Committee shall be empowered to terminate membership for reasons of insolvency/liquidation and/or behaviour deemed to bring Clarens and/or the GCCC into disrepute, and shall give one month’s written notice of intention to do so.  An appeal against the decision may be lodged within the period of notice and shall be duly considered by the Executive Committee.

5        Executive Committee

5.1      Structure

The Executive Committee shall consist of the Chairperson and 4 Members, 2 representing Upper Clarens and 2 representing Lower Clarens.

5.2      Nomination and Election

An Annual General Meeting of Ordinary Members of the GCCC shall nominate Members for positions on the Executive Committee using a prescribed form signed by the nominator, proposer and seconder, not less than 7 days before such a meeting.  The Chairperson and Executive Committee shall then be elected on the basis of a majority vote of the Annual General Meeting.  Should written and seconded nominations not satisfy the number of vacancies available, nominations may be made from the floor, subject to the nominee being present or having given written consent and being eligible as an Ordinary Member in good standing.

5.3      Co-option

The Executive Committee may co-opt members in order to fill vacancies until the next Annual General Meeting. The co-opted members shall have the same powers as those of the elected members for the duration of their term of office. They may then be nominated and stand for election at the next Annual General Meeting.

5.4      Term of Office

The first Executive Committee, including the Chairperson, shall hold office for 1 year and shall be available for re-election.  At the end of this period, elections shall be held per point 5.2 and the elected Executive Committee shall then and henceforth serve a 2-year term.  The Chairperson may not serve more than 2 consecutive terms although this constraint shall not apply to ordinary Executive Committee Members.

5.5      Vacation of Office

Should a Member of the Executive Committee be absent from 3 consecutive ordinary meetings of the Executive Committee, without leave from the Chairperson, s/he shall be deemed to have vacated his/her office and a Member will be co-opted to fill this position until election at the next Annual General Meeting of GCCC.

5.6      Duties and Powers of the Executive Committee

The Executive Committee shall be empowered to control the business of the GCCC between Annual General Meetings; appoint a secretary and agree conditions and remuneration for this office; appoint members or delegates to represent the GCCC as required; effect payments and arrange remuneration for functions, travel, the work and regular activities of the GCCC and other approved events; obtain professional advice and services when necessary; make and enforce rules and resolutions consistent with this constitution; appoint committees and/or sub-committees to deal with the business of the GCCC and receive/implement the reports and/or recommendations of such committees.

In addition, the Executive Committee may legitimately acquire and/or dispose of moveable or immovable property on behalf of the GCCC; institute legal proceedings and defend the GCCC and/or its Executive Committee Members against legal action; keep Members informed of developments and important news items; arrange and operate banking, investment and related facilities; arrange insurance cover to cover the liabilities of the GCCC and its activities; approve all financial transactions and delegate financial authority when necessary; and draft, comment on and make recommendations regarding Municipal By-Laws and their promulgation.

5.7      Duties and Powers of the Chairperson

The Chairperson shall preside at all meetings at which he is present and shall have a deliberative and casting vote.  When the Chairperson is absent from such meetings, the remaining 4 Members of the Executive Committee shall elect an acting Chairperson for the duration of the meeting.

6        Meetings

6.1      General Meetings

General Meetings of the GCCC may be held at the discretion of the Executive Committee but there shall not be less than 2 in any 1 year and shall require 14 days written notice.

6.2      Annual General Meetings

The Annual General Meeting of the GCCC shall be held within 3 calendar months from the end of the financial year of the GCCC.  14 days written notice shall be given and shall include an agenda; a copy of the Annual Report of the Executive Committee; details of the nominees for the vacancies on the Executive Committee; any proposals concerning the business of the Annual General Meeting.  Such meetings shall receive/adopt the Annual Report of the Executive Committee; receive and approve the audited Annual Financial Statements of the GCCC together with the report of the Auditors; elect members of the Executive Committee; approve the audit fee for the past year; and appoint Auditors for the ensuing year.  Annual General Meetings should not consider the business of a General Meeting and any outstanding business held over from a previous General Meeting considered urgent may be considered at a meeting convened immediately after the closure of the Annual General Meeting.

6.3      Notice of Motion

Any member in good standing may submit a motion for the consideration of the Executive Committee or a General Meeting, at least 21 days prior to the date of such meeting.

6.4       Executive Committee Meetings

Ordinary meetings of the Executive Committee shall be held at least once in every 2 months for which 7 days written notice shall be given.

6.5       Extraordinary General Meetings

Extraordinary General Meetings shall be convened as directed by the Chairperson or the Executive Committee or at the written request of not less than 10 ordinary members of the GCCC in good standing.  Not less than 7-days notice shall be given in writing stating clearly the purpose for which the meeting is being convened.

7         Quorums

7.1       Executive Committee

Three elected or co-opted Members shall constitute a quorum subject to the creation and amendment of any By-Laws governing a quorum.

7.2       General Meetings

A quorum at a General, Extraordinary General or Annual General Meeting shall consist of at least 7 Members in good standing and entitled to vote.  Should there be no quorum present within 30 minutes of the time appointed for the meeting, the meeting shall stand adjourned to the same time on the same day of the following week, unless such a day falls on a public holiday in which case it shall stand adjourned to the next available day.  At the adjourned meeting the Members present shall be a quorum.


8         Finance


8.1       Financial Year

The financial year of the GCCC shall commence on the 1st day of April and terminate on the 31st day of March.

8.2       Subscriptions
The Annual Membership Subscription of the GCCC shall be initiated at R100 per month, or R1200 per annum.  Thereafter Membership Subscriptions shall be determined by the Executive Committee on the occasion of the Annual General Meeting subject to acceptance by no less than two-thirds of the Members attending the meeting.

8.3       Membership Suspension


In the event of the subscription of any Member being in arrears for a period of 60 days, s/he shall, at the discretion of the Executive Committee, be suspended from voting at all meetings pending payment in full of the fees due.

8.4       Additional Fundraising

The GCCC shall be empowered to collect from each Ordinary Member in any 1 year an amount, in addition to but not exceeding the annual membership subscription for that year, to defray the cost of any special undertaking as decided by two-thirds of the Members at a General Meeting.

8.5       Banking

All banking of the GCCC’s monies shall be effected by the Executive Committee or its appointed secretary within 3 days of receipt thereof and the operation of the account, with a recognised financial institution, shall be upon the signature of the Chairperson and one other nominated Member of the Executive Committee.

8.6      Financial Records

The books of the GCCC, together with all other deeds and documents, shall be kept at the office of the Chairperson except when required for audit or other official purposes

8.7      Audit

A balance sheet and a statement of income and expenditure in respect of each year ending 31st March shall be audited by a Chartered Accountant in private practice, appointed by a General Meeting.  Copies of the Audited Balance Sheet and Income and Expenditure Account and a copy of the Auditor’s report shall be available at the office of the Chairperson for perusal by members prior to the Annual General Meeting.

8.8      Assets
All property, movable and immovable assets and effects of the GCCC shall be deemed for all purposes to be vested in the Executive Committee, in trust for the GCCC and shall be dealt with by them as the GCCC may, in terms of the Constitution, determine by resolution.

8.9       Liability of Members

The liability of an individual Member for the debts of the GCCC shall be limited to the amount, if any, of his/her unpaid subscriptions and any other amount owing to the GCCC.

8.10     Minutes

Adopted Minutes shall be kept of all meetings convened in terms of this Constitution and shall be available for perusal by the Members of the Executive Committee and Ordinary Members during the office hours of the GCCC.

8.11     Code of Ethics

The Executive Committee may design, frame and circulate to all Members a code of ethics for adoption and implementation.

8.12     Indemnity

Every Executive Committee Member shall be, and is hereby indemnified by the GCCC against any loss, negligence, expense or damage incurred in the discharge of or arising out of his/her voluntary duties and no Member or officer of the GCCC shall be liable for the acts, defaults, negligence or loss of any other Executive Committee officer or Member.