SA CHAMBER OF COMMERCE (UK) LTD
CONSTITUTION
Contents
7. ANNUAL GENERAL MEETING (AGM)
8. EXTRADORDINARY GENERAL MEETING (EGM)
9. ANNUAL FINANCIAL STATEMENTS
11. HUMAN RESOURCE – OFFICE BEARERS
15. DISCONTINUANCE OF THE SA CHAMBER
16. LIABILITY OF THE SA CHAMBER
17. FINANCIAL INSTITUTIONS AND DISBURSEMENTS
20. ALTERATION OF THE CONSTITUTION
21. APPEALS, COMPLAINTS AND DISCIPLINARY PROCEDURES
INTRODUCTION
The Chamber
The South African Chamber of Commerce (UK) Limited (referred to as the “SA Chamber UK”, “Chamber” and/or “SACC”) is a non-profit, company limited by guarantee, member funded organisation consisting of individual and corporate members and supported by affiliated stakeholders.
Buy-in from Government
The formation of the SA Chamber has been ratified by the SA Government and the SA High Commissioner to the UK. The Chamber is additionally supported by the SA Department for Trade, Investment and Competition (“SA:DTIC”) and the UK Department for International Trade (“UK: DIT”).
Values
The values of the Chamber are:
– Integrity and Ethics
– Collaboration
– Service to stakeholders
– Sustainability
– Diversity, Equity and Inclusion
Our values encompass doing the “right thing” for all stakeholders, to benefit our society, having respect for, and a commitment of fair treatment to all with whom we engage, enabling us to best achieve our goal of service to our community.
Mission
The SA Chamber’s mission is to:-
· Dedicated to providing our members appropriate channels to enhance their business
· Provide members living abroad access to a supportive and engaged community
· Remain committed to supporting members objectives by being dynamic, relevant and sustainable
· Deliver with integrity and lead effectively with focus on DE&I, ESG and good governance
·
Create opportunities for our members to
engage meaningfully and to learn from one another
· Sub-mission statements:-
o facilitate, encourage, promote and support bilateral trade and investment between South Africa (“SA”), the United Kingdom (“UK”) and into Africa.
o Identify and support opportunities to make introductions that could source investment, into SA and UK, .
o provide a forum to discuss business, learn, network and share ideas, services and products.
o provide solutions delivery and a platform for education for South Africans abroad and those in SA who want to externalise or trade with the UK.
o be a positive and creative support for our community.
o forge relationships and partnerships with other relevant Chambers, Associations and counterparties represented regionally in SA and internationally.
Purpose
To create opportunities for members to grow their businesses, learn, engage and network.
Overall Outcome
To uplift the lives of South Africans
CLAUSES OF THE CONSTITITUTION
1. NAME
The company name is known as the South African Chamber of Commerce (UK) Limited
(referred to as the “Chamber”, the “SA Chamber” or the “SACC”).
2. REGISTERED OFFICE
The SA Chamber’s registered office is Ground Floor, Marlborough House, 298 Regents Park Road, London, N3 2SZ.
3. CONSTITUTIONAL OBJECTIVES
The constitutional objectives defined below are to deliver on the Mission and Purpose of the Chamber.
Our objectives are:
§ to have enable better working relationships between all current SA, or Africa business focused organisations; benefit from knowledge sharing around common practices, discuss economies of scale, host shared events, network to create shared introductions and interests;
§ to provide services to members in relation to their business operations in the relevant jurisdictions, where required and appropriate. These services will typically be provided through the Commerce Centre facility within the Chamber, outsourcing, where relevant, to members or third parties to deliver;
§ to provide a united voice when dealing with government bodies and private sector groups; policy advocacy and representing the interests of SA or member businesses and individuals, as appropriate;
§ to provide training opportunities for members in various business aspects and skills, with particular emphasis on ethically operating businesses in SA and the UK;
§ to provide a central management body, committees, geographic and special interest chapters to deliver the administration, governance and financial sustainability of the Chamber and to engage in activities for the benefit of all members;
§ deliver good governance and operational excellence in line with best practices and relevant regulatory requirements mindful of the UK Corporate Governance Code and the King IV Governance Code and related guidance
§ to provide services, networking and online forums to promote business opportunities between members; to provide events of interest, in person, online or hybrid and share invitations to relevant stakeholder events.
§ deliver membership engagement and events through formats that engage our members most conveniently and inclusively, encourage interaction and attendance from a wider global audience
§ to be the voice of SA business, trade and investment, and engage in supporting relevant understanding by governments and public bodies;
§ to provide proactive facilitation of business introductions to member depending on their membership category
§ Detail is encompassed in the regularly updated Strategy of the Chamber
4. GOVERNANCE STRUCTURE
The SA Chamber is run by a Management Team who are members of the Executive Committee.
The Board of the SACC comprises up to 30 members that are selected for their skills and expertise providing oversight and strategic leadership to the Management Team. The Board Directors are responsible to Chair the Board Committees. Directors are elected and annually re-elected at the AGM by the members of the SA Chamber. The Chairman of the Board is nominated and elected by a majority of the Directors of the Board and ratified at the next AGM.
Committees of the Board focus on finance, membership, governance, risk, nominations, trade, stakeholders & events. Each Board Committee is chaired by a Board member and is accountable to report and deliver specific outputs as per their terms of reference.
The Executive Committee is made up of the Management, Geographic and Special Interest leaders and focus Executive members. The Management Team delivers operational activities, supports the Board Committees and perform the day-to-day tasks for delivery on events, projects and engagements.
The Geographic Chapters are created where there is a need for business, social or South African people support. Geographic Chapters exist within the UK, Crown Dependencies, Ireland and within the primary South African Cities, creating local networks and local support and relevance to members.
The management team focus on specific areas of day-to-day delivery of member engagement and development, events and member growth.
The Advisory Board comprises non-office bearing individuals, leaders in their industry or in knowledge of SA, and in some cases, past Directors, who bring insights, expertise and future considerations to the Board of Directors. Considerations focus on business, economic and political developments and SA expectations.
The Board appoints Board Committees, and the Management Team appoint the balance of the Executive Committee. The Management Team are remunerated, all other roles are held by volunteers committed to give their time, skills, experience and standing within the business community in SA and/or the UK and Crown Dependencies and who are willing to volunteer their time and services.
The Board leads the Chamber by providing strategic direction and support, relationship development, representation at events and contributing to the agenda for areas of focus for the year.
5. MEMBERSHIP
5.1. Qualification for membership
5.1.1. Any individual or entity with UK, Crown Dependencies, Ireland SA and Africa business or personal interest qualifies to make application for membership, subject to Board approval as set out below.
5.1.2. Application for membership may be rejected or modified by the Board and such decision is final, without having to provide a reason to the applicant.
5.1.3. Any privileges of membership only confer on a member in good standing. A member in good standing is defined as one who has who has remained current on their membership fees and obligations, and who has neither withdrawn their membership nor been expelled or suspended from membership.
5.1.4. Any member approved by the Board agrees to ascribe to and be bound by:
5.1.4.1. the SA Chamber’s Vision, Mission, Purpose and Values;
5.1.4.2. the Articles and Constitution of the SA Chamber;
5.1.4.3. commits to upholding the SA Chamber’s Members’ Terms and Conditions and the Chamber’s Code of Ethics; and
5.1.4.4. all rules and regulations (as amended from time to time) pertaining to administrative, procedural or disciplinary matters of the SA Chamber,
whether or not the member has knowledge of such.
5.1.5. The decision of the Board in relation to any question arising out of or in connection with or otherwise in relation to any matters so determined shall be final and binding on all members.
5.1.6. The Board receives reports of performance for oversight purposes. The day-to-day engagements and operational delivery is the responsibility of the Management Team and Chapter Leads. The Board retains the responsibility for ultimate decision making
5.1.7. The Board Membership Committee supports, and is supported by, the Management Team to deliver membership growth, has oversight over all event activities and holds management membership delivery to account.
5.2. Age
An adult shall be defined as any person eighteen (18) years of age or over.
5.3. Classes of Membership
5.3.1. Categories: There are various categories of membership, which may be amended by the Board or relevant Board Committee, at its discretion, at any time, subject to a simple majority.
Membership levels differ on a sliding scale of fees, services and benefits.
Fees for memberships will be reviewed on an annual basis, signed off by the Board and changes advised to members via the website, welcome packs and at the AGM.
The most up to date fees for memberships are noted on the SA Chamber’s website and are available upon request.
Membership Categories cater for individual members, for small and medium enterprises and for larger entities or entities who wish to have a greater involvement in the Chamber for their benefit.
5.3.2.
Gifting: There are no standard special
arrangements for the gifting of memberships to any individual or organisation
unless deemed viable and voted upon by simple majority of the Board.
5.3.3. Honorary Member: The Board may admit to honorary membership of the SA Chamber, persons distinguished in public affairs, commerce, industry, finance or other for reasons that person or entity will be of value to the SA Chamber.
§ Honorary members shall not be required to complete application formalities or to pay any subscription and shall not be liable in the event of the SA Chamber being wound up.
§ Honorary membership is annual and automatically renewed unless rescinded by the Board.
§ Honorary members shall be entitled to attend, speak and vote at General Meetings.
5.3.8. Honorary Life Member: The Board shall be free to appoint individuals to the position of Honorary Life Member, as the highest accolade that the SA Chamber can bestow.
By such appointment, the SA Chamber recognises the outstanding work and contribution made by the individual to the SA Chamber.
Such appointments will be voted on by the Board and would require a simple majority agreement of the Board for this to be actioned.
Such membership is for the duration of the member’s life unless withdrawn in terms of Clause 5.6.
5.3.9. Listing Appointments: Honorary appointments will be noted on the SA Chamber website and announced in regular member communications.
5.3.10. High Commissioners: As a matter of tradition –
· the incumbent SA High Commissioner to the UK will automatically be appointed to the position of Honorary Member while in office and will be appointed to the Advisory Board.
· the incumbent UK High Commissioner to the SA will automatically be appointed to the Advisory Board while in office.
· at the end of a High Commissioners’ tenure, the position will automatically transfer to the new (incoming) High Commissioner.
· The outgoing High Commissioners may be offered to retain their seat on the Advisory Board.
5.3.11. Non Fee Paying Member: The Board can deem an individual or entity to be a pro bono member, thereby waiving the membership fees where special circumstances exist, in the opinion of the Board. The individual or entity must still comply with all other requirements of a member of good standing and has voting rights in line with a normal member. An example is where the member provides services in lieu of paying a membership fee.
5.3.12. Pro Bono Member through Service: The membership afforded to a member holding office or delivering a service to the SA Chamber and its members. This includes
· members of the Advisory Board,
· Directors of the Board,
· Members of the Executive Committee
o Management Team
o Executive Team
o Chapter Leaders
Members of any of the above, if they wish to join as their business entity will pay that category of fee and have the individual membership fee discounted against the entity category fee.
5.4. Membership Fee
5.4.1. The Membership Fees and categories of membership shall be set by the Board and relevant Committees and changes advised at the AGM and updated on the website.
5.4.2. Annual membership is paid in advance upon joining and thereafter paid annually on the anniversary of the joining date or by agreement in instalments monthly by direct debit or standing order.
5.4.3. Membership renewal advice will be sent out one (1) month prior to expiry and should be regarded as final notice of payment for renewal, failing which:-
5.4.3.1. The privilege of membership shall be extended for a further one (1) month after such membership lapses.
5.4.3.2. After that date, the privilege of membership shall be suspended until the Membership Fee has been paid.
5.4.3.3. Late payment, within reason, will allow for an unbroken membership record.
5.5. Rights of Members
5.5.1. All members shall have the right to attend SA Chamber events and functions in accordance with the provisions of the event, their membership packages, the type of event, save for events that are only by special invitation.
5.5.2. All members have access to the SA Chamber’s Constitution and Annual Financial Statements for their own review. The SA Chamber shall not allow access to certain personal membership information in accordance with ruling GDPR and similar privacy regulations.
5.6. Termination of Membership
5.6.1. A member may, at any time, withdraw or resign their membership from the SA Chamber by giving at least thirty (30) calendar days’ notice, before their renewal date, to the SA Chamber. Notice earlier than 30 days, is deemed to be with effect at the end of the current term.
5.6.2. Membership shall not be transferable and shall cease on death, bankruptcy or liquidation.
5.6.3. No member so withdrawing shall be relieved from liability to pay the applicable subscription for the year in which they so withdraw.
5.6.4. Membership terminated by the member or the Chamber before renewal date, forfeit refund of any membership due to reduced term of membership. Therefore, no member is entitled to repayment of the whole or part of any membership fee already paid.
5.6.5. Membership and/or privileges of membership may be modified, revoked, suspended, or a member may be expelled, by the Board if they are found to be in contravention of either the Membership Terms & Conditions or SA Chamber Code of Ethics, or where any one or more of the following situations prevail:-
5.6.5.1. The commission of a larceny, fraud, deceit, or the theft or embezzlement of any property owned by or otherwise under the control of the SA Chamber;
5.6.5.2. The unauthorised use of the SA Chamber database or mailing lists;
5.6.5.3. Conduct that does or could bring shame, reputational damage, disrepute, public ridicule, public censure, confusion or conflict, upon the SA Chamber;
5.6.5.4. The death, bankruptcy or liquidation of a member shall terminate their membership;
5.6.5.5. Any member deemed not acting in the best interests of the SA Chamber, is not behaving in terms of the Members’ Terms and Conditions or the Chamber’s Code of Ethics.
5.7. Procedure
5.7.1 Upon occurrence of one or more of those actions set out above, any member in good standing may present to the Chairman of the SA Chamber a written request for action against the contravening member.
5.7.2 The Chairman shall bring the matter before the Board.
5.7.3 If a simple majority of Board concludes that there is reason to believe that the complaint has merit, or not, the formal decision shall be delivered by the Chairman.
5.7.4 Formal Decision in favour of the complaint:-
5.7.4.1 The accused member shall be given a minimum of five (5) working days’ notice of the complaint (twenty-one (21) days’ notice in the case of an expulsion) and of the date, time, and location of the Board meeting at which the complaint shall be heard.
5.7.4.2 The matter shall be presented by the complaining member or a designated member representative in good standing.
5.7.4.3 Thereafter, the accused member may present a rebuttal.
5.7.4.4 The Board may question the complaining member, the contravening member, and/or any witnesses.
5.7.4.5 The complaint shall be deemed dismissed unless a simple majority of Board votes to censure, suspend, or curtail the rights and/or privileges of membership and/or participation in any of the events or activities of the SA Chamber in any manner of the contravening member.
5.7.4.6 The vote of the Board shall be final and binding upon the complaining member, the accused member, and the SA Chamber.
5.7.4.7 Should the accused member not attend the meeting, then the Board shall be entitled to hear the matter and make a decision in terms of 5.7.4.6. above or, at the Chairman’s sole discretion (on advice from the Board), postpone the hearing.
5.7.4.8 Any member so asked to resign and/or be expelled shall lose all privileges of membership without prejudice to any claims that the SA Chamber may have, but the Board by resolution may re-admit to membership any member so expelled at such time and on such terms as it may determine.
5.7.4.9 The Board may delegate the above hearing activity to a sub-committee called for the purpose that will bring a recommendation to the full board for a decision.
5.8. Chapters
5.8.1. Regional Chapters, relating to a geographical region, may be formed and can be configured as follows:-
5.8.1.1. Networking Regional Chapter: being made up of individual members who join the SA Chamber directly and are affiliated to this networking Chapter.
5.8.1.2. Corporate Regional Chapter: by joining under a Chapter membership scheme which allows the Chapter and its members to have varying benefits in line with the category joined. They are responsible for the administration of membership fees from its collective of members.
5.8.2. Special Interest Chapters, exist to services grouped needs of members with a common interest.
5.8.3. Chapters outside of the above regions, that wish to align themselves to the UK located SA Chamber, are able to apply, to be considered by the Board, and approved, provided no conflict arises with other SA related bodies in the region. Ireland is an example of such a Chapter.
6. CHAMBER RELATIONSHIPS
6.1. International South African Chambers of Commerce
The Chamber has created a Memorandum of Understanding with many international South African Chambers. This group to work together on events and other opportunities, savings or knowledge. In due course a Council of such Chambers might be considered.
6.2. CFCC – Council of Foreign Chambers of Commerce Ltd
As a founding member of this body, and its initial Chair, continuing into a second term, the Chamber will continue to contribute and benefit from exposure to international Chambers of Commerce located in UK.
6.3. British Chambers of Commerce (BCC)
6.3.1. The Chamber has an effective working relationship with the UK.
6.3.2. The Chamber has a working relationship with the British Chamber of Business in SA.
6.3.3. The Chamber has the opportunity to work with other BCC international chambers
6.3.4. The Chamber has the opportunity to work with other BCC regional UK chambers.
6.4. Regional Chambers of Commerce in SA
The Chamber will create opportunities to work with regional Chambers of Commerce within South Africa where relevant to the mission and members value.
6.5. Regional and International Associations or special focus Chambers
The Chamber will work with industry bodies that bring relevance to members in support of its strategic initiatives. E.g. AgriSA, Wesgro, B-EEE, Tourism, etc.
7. ANNUAL GENERAL MEETING (AGM)
7.1. An Annual General Meeting of the SA Chamber shall be held once each year, no more than eighteen (18) months after the previous Annual General Meeting and in time to approve the financials for filing.
7.2. Primary purposes of the AGM are:-
7.2.1. passing of any special resolution
7.2.2. approve the financials
7.2.3. appoint and annually re-appoint Directors of the Board
7.3. Notice of the Annual General Meeting of members shall be in writing and dispatched to members at least twenty-one (21) clear days prior to the date of the meeting.
7.4. The Board, by simple majority vote, shall determine the date, time, and place of the Annual General Meeting.
7.5. The Notice must specify, time, date, venue and general nature of the business to be transacted at the meeting.
7.6. The meeting may be held in person, virtually, or hybrid, at the discretion of the Board, by simple majority vote.
7.7. Notice must be given to all Members, Board Directors, Advisory Board Members, Executive Committee Members, and Auditors.
7.8. However, the accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.
7.9. The AGM agenda will include the following:
7.9.1. election of Directors of the Board
7.9.2. re-election of Directors of the Board
7.9.3. be made aware of resignations since the last Board meeting
7.9.4. receive the Chairman’s report
7.9.5. receive the Treasurer’s report
7.9.6. adopt the Annual Financial Statements of the SA Chamber
7.9.7. vote on special resolutions
7.9.8. receive information on amendments to the Constitution or the Articles,
7.9.9. execution of any other business that should properly be brought to the attention of the members.
7.10. A quorum at the AGM shall be ten (10) members in good standing of the SA Chamber, present or by proxy and entitled to vote, or a lesser number (50% maximum) should the total membership be twenty (20) or less members.
7.11. If a quorum cannot be obtained and a lesser attendance is not acceptable by the Board, a reconvened date will be set for the AGM which is still within eighteen (18) months of the last AGM and in time for accounts to be filed.
7.12. No member shall be entitled to vote at a meeting of members of the SA Chamber if they are not in good standing.
8. EXTRADORDINARY GENERAL MEETING (EGM)
8.1. Any other extraordinary general meetings (EGM) shall be called by at least fourteen (14) clear days’ notice.
8.2. Any quorum of members (10) may bring notice to the Board to request an EGM
8.3. Any single or more Directors may bring notice to the Board for an EGM
9. ANNUAL FINANCIAL STATEMENTS
9.1. The Treasurer shall prepare, or cause to be prepared, the Annual Financial Statements from the books of account.
9.2. Such Statements shall be in a format usual for an entity of this nature and shall fairly and correctly reflect the results of the SA Chamber’s activities for the year under review and its financial position as at the year-end.
9.3. The Board shall cause the Annual Financial Statements of the SA Chamber to be prepared as of 31st December of each year, reviewed by external firm of accountants and approved by the Board, then approved by members, before signing and submission to Companies House.
9.4. The financial year is from 1st January to 31st December.
10. THE BOARD
10.1. The Board of Directors
The Directors of the Board shall collectively be known as the Board.
The Board shall consist of the Chairman, Deputy Chairman, Senior Independent Director and Independent Directors and possibly other Director classes.
Board Directors are expected to chair the Board Committees unless an exception is agreed that a non-Director is more able and competent for this role.
The composition of the Board to reflect the required knowledge, skills and experience necessary for the Board to deliver leadership and value to the Chamber.
10.1.1. Appointment of Directors
10.1.1.1. A Director must be a natural person aged 18 years or older and on nomination automatically becomes an individual member of the SA Chamber.
10.1.1.2. The number of Directors shall be in accordance with the SA Chamber Articles of Association, unless otherwise determined by the Board.
10.1.1.3. The number of Directors will depend on the demands of the Board.
10.1.1.4. The Directors shall direct the business of the SA Chamber, collectively make decisions within the Board terms of reference and may exercise all powers of the SA Chamber, not delegated to the management.
10.1.2. Election of the members of the Board
10.1.2.1. The members of the Board (including Chairman, Executives and Directors) shall be re-elected by a simple majority of the members at the Annual General Meeting.
10.1.2.2. Independent Directors may serve a maximum of 9 years, the latter three years requiring robust consideration of their independence of mind.
10.1.2.3. The Director’s term shall begin on the adjournment of the meeting at which they are elected or re-elected to office and shall continue for a year maximum until re-election or earlier resignation, retirement or termination in terms of the various clauses of the Constitution.
10.1.2.4. Directors are chosen in a robust selection process to bring specific skills, competencies, governance, leadership and behaviour, as needed by the Board at that time.
10.1.2.5. If Directors have made known they will be leaving the Board after the AGM and before the next AGM, such Directors are not required to stand for election for this limited period.
10.1.3. Duties of the Directors of the Board
10.1.3.1. The Directors shall perform the duties legally required in terms of Section 172 – 177 of the UK Companies Act 2006.
10.1.3.2. The Directors shall perform their duties in terms of other relevant regulations.
10.1.3.3. The Directors shall perform their responsibilities in terms of their roles within the SA Chamber and Board and the relevant Terms of Reference.
10.1.3.4. They shall be guided by their appointment letter, signed on appointment.
10.1.3.5. The Board shall have complete charge and control over the entire Executive Team and property of the SA Chamber, and its decisions in matters relative to such management and property shall be final.
10.1.3.6. The Board, in the management of the business affairs and property of the SA Chamber, and in the selection, supervision and control of its Board committees and executive, shall give due attention and exercise due vigilance, diligence, care and skill, as demanded by the role.
10.1.3.7. A quorum of three (3) Directors of the Board must be present at any Board meeting to constitute a quorum for the transaction of business.
10.1.4. Board Committees
The Board may constitute any number of Committees of the Board as deemed necessary to support the delivery of a sustainable business and deliver services to the members.
10.1.4.1. A Committee will be chaired by a Board Director unless the proposed Chair is ratified by the SA Chamber Board as having a more suitable skill set to meet the Committee obligation
10.1.4.2. A Committee must include a relevant Executive Committee member and a representative from the Executive management team to support the Committee where relevant.
10.1.4.3. Quorum for a Committee is three members.
§ At least two Directors to form part of the quorum
§ Quorum to be retained throughout the meeting to allow for decision making
Each Committee to have an updated and current Terms of Reference clearly defining the Committee purpose, objectives, membership, authority and reporting requirements
10.1.5. Resignation
Any Board Director can resign, giving notice as per their Directors Employment letter or for longer notice period if appropriate.
10.1.6. Voting / Director Termination by the Board / View of Minutes
10.1.6.1. Any action passed by a majority vote of the quorum of the said Board shall be valid and binding upon the SA Chamber.
10.1.6.2. The Board may, by a simple majority vote of those present, declare any elected office vacant for the following reasons:-
10.1.6.2.1. failure of a Director to perform the duties of the office for a period in excess of two (2) months,
10.1.6.2.2. non-attendance at two (2) consecutive Board meetings, unless approved by a simple majority of the Board in a meeting,
10.1.6.2.3. over a period of a year non-attendance of a third of the meetings,
10.1.6.2.5. any other conduct that is likely to bring the SA Chamber into disrepute.
10.1.6.3. Provisions shall be made at each Board Meeting to review the minutes of the last Board Meetings as prepared by the Secretariat, which shall also be circulated to Directors within twenty-one (21) calendar days of the said Board Meeting.
10.1.7. Annual Re-election, Disqualification and Removal of Directors
10.1.7.1. All Directors shall retire at the AGM and shall stand for re-election by the members, unless they have announced they are leaving the Board in the time between that and the next AGM.
10.1.7.2. A director or Chairman shall cease to hold office if:-
10.1.7.2.1. he or she ceases to be a Director by virtue of any provision in the Act or is prohibited by law from fulfilling the position; and/or
10.1.7.2.2. he or she becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; and/or
10.1.7.2.3. he or she resigns as a Director by notice to the SA Chamber (but only if at least two (2) Directors will remain in office when the notice of the resignation is to take effect; and/ or
10.1.7.2.4. the Board resolves by a simple majority vote of the whole Board that the Director resigns or is to be removed.
10.2. The Chairman
10.2.1. The Chairman shall act as the leader of the Board in the process of promoting the work of the SA Chamber, in providing strategic direction to the Board and the CEO / management, member liaison and shall act as an ambassador of the SA Chamber.
10.2.2. The Chairman of the SA Chamber shall be an ordinary voting member and shall be the Presiding Officer of the Board during his or her term of office.
10.2.3. The Chairman is a non-Executive officer of the SA Chamber and shall preside at meetings of the general membership and the Board.
10.2.4. The Chairman shall present a report detailing the activities of the SA Chamber at the AGM.
10.2.5. The Chairman shall attend meetings of the Advisory Board.
10.2.6. The Chairman may attend the meetings of the Board Committees, where not already a member of that Committee, as requested by that Committee Chairman
10.2.7. The Chairman may attend meetings of the Board, Executive, Management and Chapter Committees as requested.
10.2.8. Termination of Chairmanship
10.2.8.1. The Chairman shall be appointed for a maximum of three (3) terms of three (3) years providing that he or she is re-elected as a Director at the AGM during any three-year term. The total term on the Board to not exceed nine (9) years
10.2.8.2. Where a Chairman is re-elected for three (3) consecutive terms of three (3) years, or for less terms due to reaching nine (9) years in total, they will no longer be eligible for re-election as a Director.
10.2.8.3. Under exceptional circumstances, the Board by 75% majority may agree, and be ratified by the members at an AGM, that the Chairman may exceed nine (9) years, provided this is in the best interests of the SA Chamber. This to be robustly reviewed annually.
11. HUMAN RESOURCE – OFFICE BEARERS
11.1. The Chief Executive Officer (“CEO”)
11.1.1 The role of the CEO will be governed by policies and legislation as deemed appropriate by the Board, dependent on the scope of the role.
§ The CEO shall be a member with an executive appointment who shall run the day to day conduct of all the affairs of the SA Chamber including, but not limited to:-
§ staffing and recruitment;
§ performance management;
§ safety, well-being and development and growth of the human resources;
§ the management of the Secretariat;
§ management of the Executive Operational Management team to support and deliver initiatives directed by the Board and/or Board Committees
§ management of executive resources and deliver project prioritization to meet committee demands and give the support necessary for the smooth operations of the SACC
§ resource mobilisation;
§ ensuring the SA Chamber remains reputationally sound and financially sustainable
§ attendance at SA Chamber led and SA Chamber affiliate events;
§ responsible for the overall success and management of the SA Chamber’s delivery of the Boards objectives and strategic plan; and
§ brief the Board at monthly meetings on recent developments.
§ The CEO role may be an employee, a contractor, or pro bono.
11.1.2 The CEO shall preside at various meetings of the Executive, Chapters and Management and shall attend meetings of the Advisory Board.
11.1.3 The CEO shall report to the Board, liaise with the Chairman and the Treasurer on a regular basis, and liase with any other Directors of the Board as may be required.
11.1.4 The CEO shall present a report detailing the operational details of all activities being undertaken by the SA Chamber for the previous period and activities for the period ahead, at each Board meeting.
11.2. Company Secretary / Secretariat
11.2.1 The Company Secretary, or such delegated Executive Operational Management person, shall record the minutes of the meetings of the AGM, the Board, Board Committees, the Executive and Chapter Committees, Management Committees, as appropriate, and any Extraordinary meeting of Members or additional meeting, of the Board.
11.2.2 The Company Secretary shall be responsible to adequately store all documents pertaining to the SA Chamber. The Company Secretary will manage the filing, storage and access to all SACC related documents.
11.2.3 The Company Secretary shall report directly to the CEO and will be accountable to the Board.
11.3. The Treasurer / Chief Financial Officer (“CFO”)
11.3.1 The Treasurer shall maintain a complete set of financials in accordance with generally accepted accounting practice and principles.
11.3.2 The Treasurer shall make disbursements approved by the Board and shall secure all relevant documentation deemed necessary in the support thereof The Treasurer shall be responsible to receive and deposit money of the SA Chamber in the SA Chamber bank or savings account.
11.3.3 The Treasurer shall present the Board with a minimum of quarterly management accounts, or per the Board meeting cycle.
11.3.4 The Treasurer shall prepare and submit any necessary tax or other returns (or forms) for governmental agencies in good time to avoid any unnecessary penalties; with the approval of the Chairman and/or the Board as may be appropriate in the circumstances.
11.3.5 The Treasurer will be a member and report to the Finance Committee
11.3.6 The Treasurer is responsible for ensuring integrity and transparency for both the internal and external audits conducted annually for the SA Chamber.
12. STRATEGY
12.1. The Board will undergo a strategic planning session a minimum of once every 18 months but aim to achieve the process on an annual light touch review basis.
12.2. This process will be externally facilitated.
12.3. The strategy will be led and driven by a designated Director of the Board.
12.4. Every Board meeting will address an aspect of the Strategic achievement and benchmark progress accordingly, holding management to account to deliver.
13. ADVISORY BOARD
13.1. The Advisory Board is not a compulsory or statutory body, but a strategic development arm of the SA Chamber.
13.2. The Advisory Board assists the Board by providing strategic insights into SA and UK business, economy and political situation, providing forward thinking direction and support, relationship development, representation at events and contributing to the agenda for areas of focus for the year.
13.3. Each Advisory Board member is invited to attend all Advisory Board meetings chaired by the Board Chairman with the CEO (most senior Executive) in attendance. Other Board Directors may be invited to attend meetings.
13.4. Advisory Board members are not limited in number or industry and at all times are to act in best interests of the SA Chamber’s long term sustainable success.
14. EXECUTIVE COMMITTEE
14.1 Nominations to stand on the Executive Committee
14.1.1. Nominations for the Executive Committee may be any member, or to become member, in good standing who can bring the skills and experience required and specified by the Board or management.
14.1.2. Nominations and motivations for Executive Committee member appointment are submitted to the Nomination Committee for review and successful candidates are endorsed by the Board.
14.1.3. Executive Committee members are typically pro bono members of the SA Chamber.
14.1.4. Members of the Management Team may be contractors or employees.
14.1.5. The CEO is responsible for the leadership and management of the Executive Committee and Management Team. The CEO is responsible for the successful deployment of Board identified strategic projects and reports all activities to the Board.
14.2 Meetings of the Executive Committee
14.2.1. The Executive Committee may meet collectively or in smaller groups as relevant to the need to meet. Collective meetings will be defined and led by the CEO
15. DISCONTINUANCE OF THE SA CHAMBER
15.1. The SA Chamber may not be discontinued unless seventy-five percent (75%) of all members in good standing vote in favour of a resolution that it be dissolved.
15.2. Every member of the SA Chamber undertakes to contribute such amount as may be required (not exceeding £10) to the SA Chamber’s assets if it should be wound up while they are a member or within one (1) year after ceasing to be a member, for payment of the SA Chamber’s debts and liabilities contracted before ceasing to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
15.3. If upon the winding up or dissolution of the SA Chamber there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst the members of the SA Chamber, but shall be given or transferred to some other institution, society or association or company, having objects similar to the objects of the SA Chamber, to be determined by the members of the SA Chamber at or before the time of dissolution, and in default thereof by a Court having jurisdiction.
15.4. The distribution (and any conditions attached to it) of any such property shall be determined by the Board in office at the time that the resolution to dissolve the SA Chamber is proposed.
16. LIABILITY OF THE SA CHAMBER
Neither the SA Chamber nor any member thereof shall be liable to any member or guest of a member or any other person for:-
16.1. any loss of or damage to property occurring from whatever cause, or for any injury sustained whilst attending SA Chamber events or activities;
16.2. damages or loss of whatsoever nature, including but not limited to damages for loss of profits, goodwill or other intangible losses, resulting from the use of information or services provided by the SA Chamber through their database records or any other source of information, save to the extent that any attempt to exclude liability would be contrary to law.
16.3. Subject to the provisions of the UK Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force, but without prejudice to any indemnity to which a member of the Board may otherwise be entitled, every member of the Board or other officer or auditor of the SA Chamber shall be indemnified out of its funds against all costs, charges, expenses, losses and liabilities incurred by them in the conduct of the SA Chamber’s business and/or in the discharge of their functions.
16.4. No such person shall be personally liable for any debt incurred by the SA Chamber or for any loss incurred upon any ground whatsoever including that which by virtue of any rule of law would otherwise attach to him or her in respect of any negligence, default, or breach of duty or breach of trust.
17. FINANCIAL INSTITUTIONS AND DISBURSEMENTS
17.1. The finances and assets of the SA Chamber shall be invested in a financial institution approved by the Board.
17.2. All financial transactions will be governed by the SA Chamber’s Governance: Financial Policies and Procedures applicable at that time.
17.3. Request for reimbursement costs by members of the Board, the Executive Committee requires authority of the Treasurer, CEO or Finance Committee in line with SA Chamber Expense Policy
18. PROFITS
No money or property of the SA Chamber or any gain arising from the carrying on of business of the SA Chamber shall be applied otherwise than for the benefit of the SA Chamber as a whole or for charitable purposes as formally decided by the Directors of the Board.
19. BORROWING POWERS
By a resolution at a General Meeting the Board may be authorised and empowered to borrow money for the purposes of the SA Chamber at such rate of interest and upon such security as may be authorised by the Board. This will require a 75% majority vote.
20. ALTERATION OF THE CONSTITUTION
20.1. The Board may from time to time amend this Constitution by simple majority vote.
20.2. The Board may also make By-Laws, Regulations or Rules for the purpose of the better regulation of the affairs of the SA Chamber and in particular’ to meet the requirements laid down by the Constitution and Articles of the SA Chamber.
20.3. The Constitution, By-Laws or Regulations requiring approval in terms of the Articles of the SA Chamber in General Meeting shall have no effect until such approval has been obtained.
20.4. Nothing in this section shall authorise the Board to alter or constitute the Constitution, By-Laws or Regulations which will result in amendment of the Articles of the SA Chamber which could only lawfully be made by simple majority as stated in the Articles.
20.5. The Rules of the SA Chamber may be varied, amended, added to or repealed by a submission to the Board for a resolution to be passed at a General Meeting of the members by a simple majority of the members present and entitled to vote thereat.
21. APPEALS, COMPLAINTS AND DISCIPLINARY PROCEDURES
Appeals, complaints and disciplinary procedures regarding applications for members, suspension and expulsion of members or office bearers, breaches of any code of ethics, whistleblowing or complaints of any other nature shall be governed by the relevant Chamber Governance policy applicable at the time.