COSTITUTION OF THE KRUGER LOWVELD CHAMBER OF BUSINESS AND TOURISM (KLCBT) (ASSOCIATION INCORPORATED UNDER SECTION 21 REG NO 1998/025398/08) IN TERMS OF THE ARTICLES OF ASSOCIATION
The Kruger Lowveld Chamber of Business and Tourism is a voluntary Association, established by its members for the benefit of the members, as described in this constitution.
1.1 The Kruger Lowveld Chamber of Business and Tourism is the Successor in titles to Nelspruit Sakekamer, The Nelspruit and District Chamber of Commerce and Industry (Chamber), Lowveld Info and Kruger Lowveld Tourism.
- The Kruger Lowveld Chamber of Business and Tourism is democratically driven by good governance values, including democracy, economic transformation, non-racialism and the globalisation of the world economy. This demands that organised business and tourism speak with one voice and assist and encourage all stakeholders to find solutions to the development of the economy for the benefit of all concerned.
- For practical business purposes two Divisional Management Committees will undertake the everyday operation of the Association, being the Business Management Committee and the Tourism Management Committee.
- The Kruger Lowveld Chamber of Business and Tourism will forge alliances with similar organisations created for similar objectives to the mutual benefit of organisations.
- In the event of any conflict between this constitution and the Memorandum and Articles of Association of the Association this constitution shall prevail and the Memorandum and Articles of Association shall be amended accordingly.
- Changes to the Constitution will be affected with the necessary approvals from the membership.
- NAME, OFFICE AND AREA OF OPERATION
2.1 The name of the Association in terms of the Memorandum of Association is THE KRUGER LOWVELD CHAMBER OF BUSINESS AND TOURISM (ASSOCIATION INCORPORATED UNDER SECTION 21) (KLCBT) Registration Number 1998/025398/08
- The principal office of the Association shall be situated in Nelspruit.
- Area of Operation: The Primary focus of the KLCBT will be in the Southern Lowveld region that includes the Local Municipal areas of Mbombela, Bushbuckridge, Thaba Chweu, Umjindi, Nkomazi (Ehlanzeni District), and the Kruger National Park and private parks in the Southern Lowveld.
In this Constitution, unless the context otherwise requires:
- The “Association” means THE KRUGER LOWVELD CHAMBER OF BUSINESS AND TOURISM (ASSOCIATION INCORPORATED UNDER SECTION 21) (KLCBT)
- “Board of Directors” means the Board of Directors as set out in Clause 9.
- The Financial Year shall be from 1 January to 31 December.
- “Financial Statements” means a balance sheet, and an income and expenditure statement and any other documentation required by the companies act.
- “General Meeting” means a meeting at which all members are entitled to be present and vote and which has been convened in accordance with the Constitution, and “Annual General Meeting” and “Special General Meeting” shall have a corresponding meaning.
- “Member” shall mean a member in terms of Clause 6.
- “Object” means an object as specified in Clause 5.
- “Values” means the moral social and economic principles upon which the Association is founded.
- “The Commencement Date” shall mean the date upon which the Association become affiliated, being 1 January 2002.
- “SMME’s” shall mean small, medium and micro enterprises.
- “Merger Date” shall mean the date of the merger between KLCBT and Kruger Lowveld Tourism which shall take effect on last date of either approval by KLCBT of this Constitution and approval by Kruger Lowveld Tourism.
- “Area of Operation” as defined in paragraph 2.3.
- LTO” shall mean a Local Tourism Organisation duly constituted and representing tourism product owners and service providers in a town or local tourism area.
- “RTO” shall mean a Regional Tourism Organisation duly constituted and representing LTOs and other tourism entities in a regional tourism area.
4.1 To maintain and promote the free and private enterprise system by means of leadership and guidance in the business world;
4.2 To promote the development of an economic and social system based on the principles of justice, the market economy, individual entrepreneurship and equal opportunities;
4.3 To promote the conduct of business by the members in accordance with accepted ethical and moral standards;
4.4 Develop a common culture amongst members through participation, information sharing, training and networking to ensure a cohesive and committed membership.
The objects of the Association are:
- To promote the region as an investment, business and tourism destination;
- To represent and protect the collective interests of the business community and tourism industry by acting as a unified voice for the private sector in the Area of Operation;
- To represent the collective interests of accredited Local Tourism Organisations (LTO’s) and their members situated in the Area of Operation through the Tourism Management Committee who shall be styled as the Regional Tourism Organisation (RTO) for the Area of Operation under the brand Kruger Lowveld;
- To make representations to any authorities on any matter affecting Commerce and Industry addressing and lobbying Provincial and National Government by initiating and influencing where possible existing and proposed laws affecting or likely to affect Commerce or Industry on a National, provincial and local level;
- To develop strong and accountable relationships with specifically the Local Authorities in the Southern Lowveld i.e. Mbombela, Bushbuckridge, Thaba Chweu, Umjindi and Nkomazi Local Municipalities and the Ehlanzeni District Municipality and the relevant provincial departments of the Mpumalanga Provincial government;
- To raise funds by subscription or any other lawful means and develop a sustainable funding strategy that will enable the association to achieve its goals;
- To forge alliances with similar organisations created for similar objectives both on a Regional, National and International level to the mutual benefit of the Association and its Members;
- Facilitate and promote programmes for the inclusion and development of Small, Medium and Micro Enterprises specifically from previously disadvantaged communities;
In addition the Divisional Management Committees may adopt further ancillary objects PROVIDED THAT such ancillary objects shall not be in conflict with the above main objects of the Association.
Subject to the powers delegated to the Divisional Management Committees the following membership types shall collectively be known as Members of the Association:
- Business Members: All persons and organisations of persons directly or indirectly concerned with lawful business or professional pursuits in all sectors of the economy, shall be eligible for Business membership.
- Associate and Corporate Members: All accredited LTO’s operating in the Area of Operation and International and National Tourism bodies, associations and corporates shall be eligible as Associate and Corporate Members.
- Tourism Members: All individual businesses who are members in good standing with the accredited LTO’s shall automatically be regarded as Tourism Members of the Association.
- All Members including Honorary Members of constituent bodies at the Commencement Date and LTO’s of Kruger Lowveld Tourism at the Merger Date shall be deemed to have been admitted to membership of the Association in the appropriate membership category and will be subject to the membership rules and requirements.
- Any other person or group as may be determined at a General Meeting.
- All prospective Members, save for Tourism Members who shall apply to their LTO, shall apply in writing and all such applications shall be considered by the Divisional Management Committee and approved by the Board of Directors whose decision shall be final. If any application for membership is declined the Board of Directors need not provide reason for its decision.
- All Members shall be deemed to be bound by the provisions of this Constitution
6.8 The Board of Directors shall have the power to elect as Honorary Members of the
Association any person, who, in its opinion, shall merit such election. Honorary members shall enjoy all the privileges of membership, except that such persons shall not be entitled to vote or be required to pay subscriptions. The Board of Directors may terminate honorary membership at any time.
- TERMINATION OF MEMBERSHIP
Subject to the discretion of the relevant Divisional Management Committee, Association membership shall or may be terminated in any of the following ways:
- By written resignation to the Association, giving 1 months’ notice or upon effective resignation of Tourism Members from their LTO.
- By failure to pay membership subscriptions or other amounts owing to the Association within three months of due date.
- In the event of the insolvency of such Member.
- By a 75% majority decision of the relevant Divisional Management Committee, at a special meeting that was called in line with the provisions made in this agreement, if in the opinion of the Committee:
- such Member acts in conflict with the objects and purposes of the Association, or;
- the manner in which such Member conducts himself/herself is such that he/she is an undesirable Member of the Association.
- Regarding subscription fees of resigning Members:
- If the annual fee has been paid there will be no refund of fees
- Where a debit order is in place one month’s notice is required of cancellation of debit order.
- All membership subscriptions and other amounts payable to the Association shall be determined by the Divisional Management Committee subject to the approval of the Board of Directors and shall, unless otherwise determined, be payable annually.
- A member accepted after six months in any year shall in respect of that financial year pay half the subscription, which shall be due within 1 month of date of acceptance.
9.1 BOARD OF DIRECTORS
The Board of Directors shall consist of the following persons:
- The Chairperson of each of the Divisional Management Committees.
- The two Vice-Chairpersons of each of the Divisional Management Committees.
- Upto four Business Leaders from each of the Business and Tourism communities, nominated by the Business and Tourism Management Committees.
- The members of the Board of Directors shall remain in office for a period of 2 years and shall all serve as non-executive directors, unless otherwise determined by specific resolution of the Board and acceptance by such Director.
- The immediate past president of the Association.
- Co-opting such members as may be necessary to fill any vacancy on the Board of Directors for the remainder of the period.
- The members of the Board of Directors shall elect from their number the office bearers as follows:
- A Chairperson and President of the organization who shall, unless otherwise determined at the meeting concerned, also be Chairperson at any General Meeting or Board of Directors meeting. The Chairperson shall not remain in office for a period in excess of one term (two years).
- Two Vice-Chairpersons, being the two Chairpersons from the two divisional Management Committees, one of whom shall, in the absence of the Chairperson, be the Chairperson at any General Meeting or Board of Directors Meeting.
- EXECUTIVE COMMITTEE (EXCO)
The Executive Committee of the Board of Directors will be responsible for handling and managing the affairs of the organization, specifically associated with strategy, policy, financial approvals and combined corporate matters on behalf of the board between Board meetings.
The Executive Committee will consist of the following pesons:
- The President
- The Chairpersons and Vice Chairpersons from the Business Management and Tourism Management Committees.
- Senior Office Staff as determined by the respective chairpersons.
- The members of the Executive Committee shall remain in office for a period of 2 years.
- BUSINESS MANAGEMENT COMMITTEE
The Business Management Committee will consist of the following persons:
- Ten members duly elected by the members at an annual general meeting.
- Senior Office Staff as determined by the Business Management Committee.
- The members of the Business Management Committee shall remain in office for a period of 2 years.
- Co-opting such members as may be necessary to fill any vacancy on the Business Management Committee for the remainder of the period.
- Co-opting of specialists or representatives of any other relevant organisation that would enhance the workings of the organisation.
- The members of the Business Management Committee shall elect from their number the following office bearers:
- A Chairperson
- Two Vice-Chairpersons
- TOURISM MANAGEMENT COMMITTEE
The Tourism Management Committee will consist of the following persons:
- Twelve members, being two from each local municipal area and one from the private parks who shall be elected by the Tourism Forums as set out in paragraph 9.3.7, and one member designated by Kruger National Park.
- Senior Office Staff as determined by the Tourism Management Committee.
- The members of the Tourism Management Committee shall remain in office for a period of 2 years.
- Co-opting such members as may be necessary to fill any vacancy on the Tourism Management Committee for the remainder of the period.
- Co-opting of specialists or representatives of any other relevant organisation that would enhance the workings of the organisation.
- The members of the Tourism Management Committee shall elect from their number the following office bearers.
- A Chairperson
- Two Vice-Chairpersons
- One Tourism Forum shall be established for each of the five local municipal areas and one for the private parks. Such Tourism Forums shall comprise of the Executives of the LTO’s of the municipal area or the private parks nominees respectively. Tourism Forums shall meet to discuss matters of common interest as they may determine and meet at least once every two years, for the purpose of electing representatives to the Tourism Management Committee as stipulated in paragraph 9.3.1. In areas where only one LTO exists for such local municipal area, such LTO Executive shall be deemed the Tourism Forum for the area.
- TERMINATION OF BOARD DIRECTORSHIP OR DIVISIONAL MANAGEMENT COMMITTEE MEMBERSHIP
The office of a member of the Board of Directors or either of the Divisional Management Committees shall be vacated:
- If he/she resigns; or
- If he/she is found to be mentally incapacitated or becomes of unsound mind; or
- If he/she is found to be unfit or incapable of acting as a member of the such Committee by a 75% majority decision of the relevant Committee, at a special meeting that was called in line with the provisions made in this agreement; or
- If his/her estate is sequestrated, or if he/she publishes notice of his/her intention to surrender his/her estate as insolvent, or if he/she makes an application for an administration order in respect of his/her debts; or
- If he/she commits an act of insolvency as defined in the Insolvency Act (Act no. 24 of 1936) or if he/she makes and purports to make an arrangement or composition with his/her creditors; or
- If he/she becomes disqualified in terms of the Companies Act (Act no. 61 of 1973) (or any amending or substituted legislation) from acting as a Director of a Company; or
- If he/she is convicted of any crime involving dishonesty; or
- If he/she fails to attend three meetings of the relevant Committee in any six month period, or under circumstances which are not acceptable to such Committee, unless his/her absence from such meetings is condoned by the other members of the Committee as having been for valid reasons which could not reasonably be foreseen; or
- Upon his/her death.
- POWERS AND DUTIES OF BOARD OF DIRECTORS
Notwithstanding the specific powers delegated to the Divisional Management Committees the powers and duties of the Board of Directors shall be:
11.1 To implement and generally give effect to the objects, decisions and policies of the Association.
- To determine any other business that may be considered at the Annual General Meeting or other General Meetings.
- To prepare the financial statements of the affairs of the Association for submission to Members at the Annual General Meeting.
- To open and operate an account or accounts with a registered financial institution.
- To invest, dispose of or otherwise deal with any of the Association’s assets including movable, immovable, corporeal and incorporeal, cash and other assets, inclusive, without limitation to the generality of the afore-going, the utilisation of any such assets by way of security, or the exchange, sale or leasing thereof.
- To engage and dismiss staff and to determine conditions of service including salary structures of staff.
- To generally transact the business of the Association.
- To incur and settle debts and other obligations, in its own name and to issue and defend legal proceedings on behalf of the Association.
- To determine levels of authority for Management Divisions, subject thereto that the financial and administrative affairs of each division shall be kept and recorded separately while each division shall operate autonomously in the respective spheres of Business and Tourism.
- To do all other things as it may deem in the interests of the Association or any of its Members with due regard, being paid to the objects of the Association.
- To appoint the Auditors of the Association and fix their remuneration.
- To delegate in its sole discretion any of the above powers and duties to subcommittees comprising Members and/or non-Members of the Association, including the Divisional Management Committees which sub-committees must report to the Board of Directors who will in turn report to the Association.
- To terminate the membership of any specific Members if considered necessary or desirable in terms of the provisions of clause 7 hereof.
- To determine the categories of membership as well as the subscriptions payable.
- DELEGATION OF POWERS
The Board of Directors delegates the following powers and duties to the Executive and Divisional Management Committees:
12.1 Staffing of Divisional organizations.
12.2 Approval of new members.
12.3 Termination of membership.
12.4 Setting and collection of membership fees.
12.5Establishing and amending ancillary objects.
12.6 Opening and operating of banking accounts subject to specific guidelines laid down by the Board of Directors.
- PROCEEDINGS AT MEETINGS
- Unless otherwise specified herein or otherwise determined by the meeting concerned, all proceedings at meetings (including General Meetings and Board of Directors Meetings) shall be conducted in accordance with accepted company practice.
- All motions shall be proposed and seconded.
- At General Meetings, including Special and Annual General Meetings, on all matters save the election of Committee Members, voting shall either be through a ballot system or on a show of hands and a simple majority shall carry motions and each member in person or by proxy shall be entitled to one vote, which method will be confirmed before the meeting.
- Should there be an equality of votes a motion shall not be carried save that in Board of Directors proceedings the Chairperson shall have a casting vote.
A Member entitled to attend and vote at a meeting shall be entitled to appoint a proxy to attend on his behalf and on a poll vote in such Member’s stead.
- The instrument appointing a proxy shall be in writing under the hand of the Member, and if such Member is a body corporate under the hand of an officer or agent authorised by such body corporate and shall be deposited at the registered office of the Association not less than 48 hours before the time for holding the meeting at which the person named in the instrument proposes to vote. In the event that such instrument of proxy is not delivered within the said time period, it shall be deemed invalid.
- LIABILITY OF MEMBERS
The liability of Members shall be limited to unpaid subscriptions.
- CONVENING OF MEETINGS
- Board of Directors
The Board of Directors shall meet at least four times per year at such times and venues as it or the Chairperson or failing him as a Vice-Chairperson may determine.
- Annual General Meeting
The Annual General Meeting shall be held within three months of the end of the Association’s financial year and shall be at such time and venue as the Chairperson, failing that a Vice Chairperson may determine.
15.3 Special General Meeting
A Special General Meeting may be called at any time by the Chairperson or in his absence by a Vice-Chairperson, or by the Board of Directors or on a requisition in writing signed by not fewer than 15% of the eligible voting Members, specifying the purpose of such meeting, which shall be the only business permitted to be conducted at such a meeting.
- BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETINGS
Annual General Meetings shall consider, inter alia, the following:
16.1The Annual Report and Financial Statements of the Association.
16.2 The election of the Business Management Committee by Business members and introduction of the Tourism Management Committee as shall have been elected by the Tourism Forums in terms of paragraph 9.3.7.
16.3 Appointment of Auditors.
16.4 All motions properly proposed and other business which may arise.
- NOTICE OF MEETINGS
17.1 Board of Directors
At least seven days written notice or such shorter periods as the Chairperson may determine shall be given for any Board of Directors meeting.
17.2 General Meetings
At least twenty-one days written notice shall be given of any General Meeting to all Members, provided that not less that seven days written notice may be given if such shorter period is approved in writing in advance by not less than two-thirds of all eligible voting Members.
17.3 Other Meetings
Except as provided for elsewhere in this constitution in respect of meetings held for the purposes of particular matters requiring longer notice, at least fourteen days written notice or such shorter period as the Chairperson of the meeting concerned or the Chairperson of the Board may determine shall be given.
Due notice shall for all purposes be deemed to have been given immediately upon delivery thereof, which in the event of delivery by postage, shall be deemed to be the day of posting of the notice and in the event of electronic material at the time of sending.
- MOTIONS AT GENERAL MEETINGS
18.1Each Member may propose motions by delivering written notice thereof to the Association at least fourteen days prior to the meeting or, if there is short notice thereof, such lesser period as the Chairperson (failing whom a Vice-Chairperson) or the Chairperson of the meeting may determine.
18.2 A motion, which has been defeated at a General Meeting, may not be reintroduced for a period of six months without the leave of the Board of Directors.
19.1 A quorum at a General Meeting shall be 10% of the Members in good standing, entitled to vote thereat.
19.2 A quorum at a Board of Directors Meeting shall be at least 60% of the members entitled to vote thereat.
19.3 A quorum at a Committee Meeting shall be at least 50% of the members entitled to vote thereat.
19.4 In the absence of a quorum at any meeting within 30 minutes of that meeting’s scheduled starting time, the meeting shall automatically be adjourned to a date within 14 days in the case of a General Meeting and 7 days in the case of a Board or Committee Meeting, at which the normal quorum provisions will prevail.
19.5 In the absence of a quorum at any adjourned meeting within 30 minutes of that meetings scheduled starting time, such members present and entitled to vote thereat shall form a quorum.
- STANDING AND SUB-COMMITTEES
A General Meeting or the Board of Directors, or the Division Management Committees may at any time appoint such committees with such terms of reference as may be considered desirable.
- AMENDMENT OF CONSTITUTION
Any provision of this Constitution may be amended by a 2/3 majority vote at a General Meeting in respect of which due notice of any proposed amendment has been given and in respect of which not less than twenty-one days written notice has been given.
- The Association, subject to such conditions as a Special General Meeting may determine, shall be dissolved by a resolution passed by not less than two-thirds of the Members of the Association present at such meetings, which meeting shall be called specially for the purpose concerned at not less than twenty-one days written notice specifying in detail the purpose for the meeting and the reasons for the proposed dissolution.
- On dissolution, the meeting shall determine the purpose to which any balance of the Association income and property remaining after the winding up shall be applied, provided that it shall be applied for objects corresponding with those of the Association.