Constitution of the Chick Producers Organisation

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1. Name of the Organisation

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The organisation shall be known as "THE CHICK PRODUCERS' ORGANISATION OF SAPA".

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2. Definitions

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For the purpose of this Constitution and any Regulations thereunder, terms, words, phrases and names shall be defined as follows:

 

2.1 Organisation

1. Chick Producers' Organisation of SAPA.

2.2 SAPA

1. The Southern African Poultry Association.

2.3 Committee

1. The Committee of the Chick Producers' Organisation of SAPA, elected in terms of the Constitution.

2.4 Membership

2.4.1 Members

1. Persons or "Specified Persons", as defined herein, who are engaged in the breeding and/or the production of chickens, the production of fertile eggs or traders in day old chicks, and are members in good standing in terms of the Constitution of the Chick Producers' Organisation of SAPA.

2.4.2 Honorary Members

1. Those persons elected in terms of the Constitution.

2.4.3 Specified Persons

1. "Specified Persons" means any one of two or more persons who collectively or individually owns or possesses or keeps breeding stock as defined herein for the production of chickens in circumstances where such a person:
2. 2.4.3.1 wholly or in part conducts his chicken breeding business as a partner, or runs it as a joint venture or as an integrated farming unit or jointly manages it or has it managed.
3. 2.4.3.2 is a Company registered in terms of the Laws of the Republic of South Africa in which the same person, either directly or indirectly, holds or controls at least ten (10) per cent of the issued ordinary shares of each of such Companies.
4. 2.4.3.3 consists of one or more natural persons and one or more registered Companies, and any such natural person or each of such natural persons, as the case may be, holds or controls, either directly or indirectly, at least ten (10) per cent of the issued ordinary shares of any such Company or each of such Companies, as the case may be.

2.5 Chickens

1. The day-old progeny of fowls, waterfowl, turkeys, guinea fowl or pheasant that have not been fed or watered.

2.6 Started Chickens

1. Chickens that have been fed and watered.

2.7 Breeding Stock

1. Fowls, ducks, turkeys and guinea fowl mated to produce progeny of a distinct breed, as recognised by SAPA, as well as commercial blood lines.

2.8 Hatchery

1. Premises in which hatching equipment is operated or controlled by any person, firm or Company for the production of chickens.

2.9 Secretariat`

1. The Secretariat of the Southern African Poultry Association

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3. Objectives of the Organisation

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1. 3.1 To establish and maintain a national organisation in the Republic of South Africa for the promotion and development of the poultry breeding and chicken production section of the Poultry Industry, as an independent subsidiary of the Southern African Poultry Association. The purpose of the Organisation is to foster, promote and improve the general welfare of those engaged in this section of the poultry industry by providing a vehicle through which group action may be taken on matters of common concern.
2. 3.2 To promote and advance all matters tending towards the improvement of the poultry breeding and chicken producing industry in South Africa by :
3. 3.2.1 Securing profitable poultry breeding and providing adequate supplies of poultry products to the consuming public.
4. 3.2.2 Promoting the breeding of poultry and commercial chicken production.
5. 3.2.3 Encouraging and assisting in the production of chickens of high quality bred from parents selected for type, stamina and health qualities and for high egg production and/or meat qualities.
6. 3.2.4 Protection of the poultry breeding and chicken producing industry from adverse legislation and any other aggression by initiating, fostering and assisting in obtaining legislation and regulations beneficial to the poultry breeding and allied industries.
7. 3.2.5 Encouragement of poultry education.
8. 3.2.6 Promoting layer and broiler tests and other contests.
9. 3.2.7 Dealing with any matter which may be in the interest of the poultry breeding and chicken production industries, the Organisation and its members.
10. 3.2.8 Submitting individual data to the SAPA office for establishing a suitable statistical system to further the aims of the SAPA.

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4. Membership

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The membership of the Organisation shall consist of :

4.1 Members

1. Shall be individuals complying with the terms of the Constitution and are admitted to membership in terms of Clause 5 hereof.

4.2 Honorary Life Members

1. Elected by Annual General Meetings for services rendered. There shall not be, at any time, more than five Honorary Life Members.

2. (Note: Existing Honorary Life Members at the date of the introduction of this Constitution shall retain their membership.)

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5. Election of Membership

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1. 5.1 Application for membership shall be made on the prescribed form direct to the Committee. Applicants may be admitted to membership on approval by the Committee of their applications. The Committee shall have the power to accept or reject applications without assigning any reason.
2. 5.2 For participation in membership of the Organisation, applications shall be considered by the Committee at any time during the year.
3. 5.3 Any member who has been accepted for a given year shall carry out all the requirements laid down in the Constitution for that year, and shall be liable for a pro rata membership fee.

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6. Subscriptions, Fees and Voting Power

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6.1 Subscription

1. A subscription fee shall be payable by each member if deemed necessary by the Annual General Meeting, subject to the right to review the situation annually.

6.2 Fees

1. All fees shall be due and payable to the Southern African Poultry Association

6.3 Voting Power

1. At elections and general meetings each member (including Honorary Life Members) shall be entitled to one vote which, in the case of a General Meeting, shall be cast only by a member actually present at the general meeting.

6.4 Supplementary Services

1. Accounts rendered to members for supplementary services shall be payable not later than thirty (30) days after the rendering of the account.

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7. General Meetings

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7.1 Annual General Meeting

1. 7.1.1 A General Meeting styled the Annual General Meeting of the Chick Producers' Organisation of SAPA shall be held annually at the time and place determined for the SAPA Congress. The Management Committee of the Southern African Poultry Association shall stipulate the date of Congress, which shall not be held prior to the first week in March.
2. 7.1.2 The business of the Annual General Meeting shall be to:
3. 7.1.2.1 Receive and consider the Chairman's Report and the Statement of Revenue and Expenditure of the Southern African Poultry Association for the past financial year.
4. 7.1.2.2 Consider such matters as may be included in the Agenda.
5. 7.1.2.3 Transact general business.
6. 7.1.3 All proposals for discussion at the Annual General Meeting shall be in the hands of the Secretariat at least eight (8) weeks prior to the date fixed for the Annual General Meeting. The Agendas shall be posted to all members not later than four (4) weeks prior to the date fixed for the Annual General Meeting.
7. 7.1.4 The Committee may edit and, if necessary, amend any proposal submitted for inclusion on the agenda provided no amendment alters the basic intention as contained in the original copy.
8. 7.1.5 Notice of the date of the Annual General Meeting shall be given to all members at least sixteen (16) weeks prior to the meeting.
9. 7.1.6 The Management Committee of the Southern African Poultry Association may place any resolution submitted to the Congress of the Southern African Poultry Association on the agenda of the Annual General Meeting of the Organisation.

7.2 Special General Meeting

1. 7.2.1 A Special General Meeting may be called by the Committee as required.
2. A Special General Meeting shall be called at the written request of members representing not less than thirty (30) per cent of the total voting strength of the Organisation at that time, for a date within six (6) weeks of such a request being received by the Secretariat. At least four (4) weeks notice of such a meeting shall be given to the members by post, stating the business for which such a meeting has been called, and no other business except as stated in the notice shall be discussed at such a meeting.

7.2.2 Emergency Special General Meeting

1. If, in the opinion of the Committee, an Emergency Special General Meeting is necessary to discuss matters of urgency, the Committee may call such a meeting for a date not less than two (2) weeks from the date of despatch of the notice of meeting.
2. 7.2.3 The provisions of this Constitution shall apply to all General Meetings.

7.3 Chairman

1. The Chairman of the Committee, and in his absence the Vice-Chairman, shall be Chairman at all General Meetings, and in the absence of the Chairman and Vice-Chairman the meeting shall appoint a Chairman.

7.4 Quorum

1. Ten members personally present and entitled to vote shall form the quorum for an Annual General Meeting or a Special General Meeting called by the Committee. The quorum at a Special General Meeting requisitioned by members shall be by members personally present and entitled to vote representing at least thirty (30) per cent of the total voting strength of the Organisation at that time.
2. In the absence of a quorum, the Annual General Meeting or a Special Annual General Meeting called by the Committee shall stand adjourned for one hour, after which the members present at the adjourned Annual General Meeting or Special General Meeting shall form the quorum. Failing a quorum at a Special General Meeting requisitioned by members, such meeting shall stand adjourned sine die.

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8. Management

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8.1 Committee

1. The executive powers of the Organisation shall be vested in a managing body termed the Committee.
2. 8.1.1 The Committee shall consist of two (2) layer breeders, four (4) broiler breeders, one trader representative, one fertile egg supplier representative and one hatchery representative, including the Chairman, elected in terms of Clause 9 hereof. If this balance could not be achieved by an election, vacancies can be filled from the other sector by appointment. All nine (9) shall be nominated and elected on a national basis, without regard to provincial representation.
3. 8.1.2 No person shall be an elected member of the Committee unless he is a member in good standing of the Organisation.
4. 8.1.3 If a Company employee serving on the Committee leaves the employment of the Company, he is compelled to resign his seat on the Committee. Such a position can then be filled by ballot or co option or by replacement by another member of the same Company for the duration of the term of office.

8.2 Executive Committee

1. An Executive Committee shall be elected by the Committee from its members and shall consist of the Chairman, Vice-Chairman, and one member.
2. The Executive shall have the power to co-opt further members of the Committee with full membership rights, and further persons as and when required in an advisory capacity.

8.3 Chairperson

1. 8.3.1 The Committee shall, at its first meeting after the Annual General Meeting, appoint from amongst its members a Chairperson and a Vice-Chairperson. The Vice-Chairperson shall, in the absence of the Chairperson, exercise all the rights and privileges of the Chairperson as defined throughout this Constitution.
2. 8.3.2 The Chairperson shall preside at all meetings of the Committee and Executive and sub-committee meetings. He shall be entitled to exercise a deliberative as well as a casting vote.
3. 8.4 Any member of the Committee who fails to attend two consecutive Committee meetings without having obtained prior leave, shall be deemed to have resigned his seat on the Committee.
4. 8.5 Casual vacancies on the Committee which may occur shall be filled by the Committee.
5. 8.6 Members of the Committee and Executive Committee shall appoint their alternates as early as possible when unable to attend meetings.
6. 8.7 The Committee and Executive Committee shall meet as follows :
7. 8.7.1 The Committee shall meet when deemed necessary by the Chairman when points on the Agenda cannot be handled by the Executive Committee.
8. 8.7.2 The Executive Committee when necessary.
9. 8.7.3 The meetings under this sub-section shall be convened at the Chairman's discretion, except when at least three Committee members request a meeting of the Committee.
10. 8.8 All members of the Committee and its Executive Committee and sub-committees shall be entitled to travelling and reasonable out-of-pocket expenses incurred when attending meetings of these Committees.
11. 8.9 The quorum for all Committee, Executive Committee and Sub-Committee meetings shall be the members present.

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9. Committee

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9.1 Nominations for election:

1. 9.1.1 Nominations for election to the Committee of all six members referred to in Clause 8.1.1 shall be made by all members described in Clause 4.1 and 4.2.
2. 9.1.2 Each nomination shall be made on the prescribed form duly signed by the member making the nomination. Members may return nomination forms to the office, either by registered post or per facsimile transmission.
3. 9.1.3 Nominations for the six Committee members as referred to in Clause 8.1.1 shall be called for by the Secretariat not later than twelve (12) weeks prior to the Annual General Meeting, and each nominee shall in this case intimate his acceptance of the nomination, in writing, to reach the Secretariat not later than eight (8) weeks prior to the Annual General Meeting.
4. 9.1.4 Committee members shall be able to carry out their activities in the languages of the Association as determined in Clause 16 below.
5. 9.2

Period of Office

1. 9.2.1 That members elected in terms of clause 9.1 hereof shall be elected for a period of three (3) years. Their terms of office shall commence at the rising of the first Annual General Meeting after their election and shall end at the rising of the third Annual General Meeting held during their term of office.
2. 9.2.2 The term of office for the 2000 Committee (as elected during 2000) shall end simultaneously at the rising of the 2002 Annual General Meeting whereafter the newly elected members will serve for a period of three (3) years.
3. 9.2.3 Retiring Committee members may be re-elected.
4. 9.3

Voting

1. 9.3.1 Voting at all elections shall be by all members, described in Clause 4.1 and 4.2 hereof, in good standing at the time of nomination and of voting.
2. 9.3.2 Members entitled to vote shall exercise one vote each.
3. 9.3.3 Voting shall be conducted by the Secretariat and shall be by postal ballot on the prescribed form, which shall be posted to members at least three (3) weeks prior to the closing date of the ballot. Members may return ballot papers to the office either by registered post or by facsimile transmission.
4. 9.3.4 The ballot for the election of members shall be completed at least four (4) weeks prior to the Annual General Meeting and the results notified to members. On the giving of such notification by the Secretariat, the Committee member shall be deemed to have been elected subject to the provisions of Clause 9.2.1 hereof.
5. 9.3.5 In the event of a tie occurring in the election of a Committee member a further election on the same nominations shall be held. In the event of a further tie the terms of sub-clause 9.3.6 of this section shall apply.
6. 9.3.6 Failing the nomination or election of a representative or representatives, the Committee may make the appointment or appointments subject to the provisions of Clause 8.5 hereof.

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10. Powers

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1. 10.1 The Committee shall give effect to all resolutions passed at Annual and Special General Meetings.
2. 10.2 The Committee shall have the power to:
3. 10.2.1 Draft and submit resolutions to the SAPA Congress.
4. 10.2.2 Appoint a maximum of six (6) delegates and their alternates to represent the Organisation at the SAPA Congress and determine to what extent it can contribute towards their expenses. These appointments shall be made not less than four (4) weeks before the date fixed for the SAPA Congress.
5. 10.2.3 Appoint one representative on the Management Committee of the SAPA. This representative shall be appointed from the Committee as elected. The Committee shall nominate a reserve should their representative on the Management Committee be elected Chairperson of the Management Committee.
6. 10.2.4 Appoint an Executive Committee and sub-committees to deal with any branch of the industry, or with any particular work of the Committee, carry out any of the objects of the Organisation or institute the inquiries with regard to any matters pertaining to the industry.
7. 10.2.5 Co-opt other persons to the Committee, such persons to serve in an advisory capacity only.
8. 10.2.6 Act and decide on any matter arising between Annual General Meetings; such action or decision not being contrary to any resolution of an Annual General Meeting.
9. 10.2.7 Investigate transactions or proceedings concerning the Organisation or any member whenever the Committee considers such action warranted and necessary.
10. 10.2.8 Apply to the SAPA Management Committee for and allocate such funds incidental to the objects, functions and activities of the Organisation.
11. 10.2.9 Cause a record to be kept, which shall be available from time to time, of all members in good standing.
12. 10.2.10 Impose disqualifications on, discipline, suspend or expel any defaulting member for contravention of the Constitution or whose conduct has been, in the opinion of the Committee, detrimental or injurious to the interests of the Organisation and its members.
13. 10.2.11 Exercise jurisdiction over all members in terms of this Constitution.

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11. Appeal

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1. Appeals may be lodged against the Committee's decision on any of the above penalties to the Annual General Meeting provided that at least thirty (30) days' notice thereof shall have been given in writing and a deposit of R45,00 be lodged with the Secretariat, which amount shall be forfeited if the appeal is not upheld.

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12. Finances

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1. 12.1 All subscriptions, fees and other income due by members in terms of this Constitution and Rules shall be paid directly to the Southern African Poultry Association. All administrative costs of the Organisation shall be borne by the Southern African Poultry Association. The Management Committee of the Southern African Poultry Association shall, from time to time, allocate amounts expendable by this Organisation out of the Association’s general funds
2. 12.2 The assets of the Chick Producers' Organisation together with all rights, powers and duties therein shall be deemed vested in the Management Committee of the Southern African Poultry Association.
3. 12.3 The Secretariat shall maintain accounts giving an adequate and correct record of the amounts allocated to this Organisation and the expenditure thereof.

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13. SOUTHERN AFRICAN POULTRY ASSOCIATION

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1. 13.1 This Organisation shall be a subsidiary of the Southern African Poultry Association with full autonomy on issues regarding its own interests, but subject to the powers of the Management Committee as described in the Constitution of the Southern African Poultry Association.
2. The SAPA Congress shall be and is recognised as the supreme authority over all SAPA subsidiaries and members.
3. 13.2 The Constitution of the Southern African Poultry Association shall be deemed to be a part of and shall be read in conjunction with this Constitution, and no persons falling under the jurisdiction of the Organisation shall be absolved from the responsibility for any contravention thereof, on the plea of ignorance.
4. 13.3 The Southern African Poultry Association shall be the Secretariat of the Organisation.

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14. Termination of Membership

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1. On the termination of any membership for any cause such member shall, ipso facto, forfeit and cease to have any rights in or claims upon the Organisation or the Southern African Poultry Association.

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15. Official Organ

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1. The Southern African Poultry Association’s Poultry Bulletin, owned and published by the Southern African Poultry Association, or any other publications recognised as official organs by the Management Committee of the Southern African Poultry Association, shall be the official organ of the Organisation.

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16. Language

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1. English and Afrikaans shall be the official languages of the Organisation.

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17. Constitutional Amendments

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1. 17.1 No alteration to the Constitution shall be made except where such alteration is carried by a two-thirds majority of the votes represented at an Annual General Meeting at the time of voting. Any notice of a motion to amend shall be submitted to the Secretariat not less than eight (8) weeks prior to the date of the Annual General Meeting.
2. 17.2 Amendments to a proposed resolution appearing on the Annual General Meeting Agenda affecting the Constitution shall be in the hands of the Secretariat at least seven (7) days before the date of the Annual General Meeting.
3. 17.3 Any amendments to the Constitution will be submitted to the Commissioner for Inland Revenue.

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18. Constitutional Interpretation

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1. 18.1 In the case of dispute or doubt as to the meaning or application of this Constitution, the interpretation of the Committee shall be binding upon the members until the next Annual General Meeting.
2. 18.2 In the case of dispute or doubt, the English version of the Constitution shall be regarded as the official Constitution.

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19. By-Laws

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1. 19.1 There may be framed by the Committee, from time to time, if and when necessary, by-laws or regulations - not inconsistent with the Constitution - which shall have the effect as though part of this Constitution when approved by the Annual General Meeting.
2. 19.2 By-laws or regulations may be added, amended or rescinded by the Committee, subject to the approval of the Annual General Meeting.

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20. Legal Matters

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1. 20.1 The Management Committee of the Southern African Poultry Association shall represent the Organisation in legal matters and shall have the power to institute and defend legal proceedings by or against the Organisation. Legal documents shall be signed by the Chairman of the Management Committee and the Executive Director of the Southern African Poultry Association in conformity with resolutions passed by the Committee or Executive Committee of the Organisation and confirmed by the Management Committee.
2. 20.2 Members of the Committee or of the Executive Committee or of Special Committees shall not incur any personal responsibility of whatever nature to any person or body in the execution of their duties and shall be indemnified by the Southern African Poultry Association.
3. 20.3 The Organisation does not hold itself in any way responsible for the liabilities incurred by members.

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21. Waiving of Rights

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1. Every member of the Organisation shall be deemed to have waived any right against the Organisation for any damage consequent to the operation or enforcement of the Constitution.

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22. Dissolution and Distribution of profits or gains

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1. 22.1 The Association shall utilise the funds solely for investment or for the promotion of the objects of the Association and no portion of its profits or gains shall be distributed to any person.
2. 22.2 If, upon winding up or dissolution of the Association there remains, after the satisfaction of all its liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to another institution or institutions having objects similar to the objects of the Association, to be determined by members of the Association at or before the time of dissolution.

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23. Profit-Making Activities

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1. The Association will not carry on any trading or profit-making activities; nor will it participate in any business, profession or occupation carried on by any of its members; nor will it provide any of its members with financial assistance, premises or continuous services or facilities required by its members for the purpose of carrying on any business, profession or occupation.

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