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About Constitution / Grondwet of the Egg Organisation

Below is our constitution/ Grondwet for the Egg Organisation in english and Afrikaans.Should you wish to download the pdf verion please click on the desired links below.

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1. Name of the Organisation

The organisation shall be known as "THE EGG ORGANISATION OF SAPA".

2. Definitions

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

2.1 Organisation

  1. Egg Organisation of the Southern African Poultry Association.

2.2 SAPA

  1. The Southern African Poultry Association.

2.3 Management Committee

  1. The Management Committee of the Southern African Poultry Association.

2.4 Committee

  1. The Committee of the Egg Organisation of the Southern African Poultry Association.

2.5 Member

  1. A member in good standing in terms of the Constitution of the Egg Organisation of the Southern African Poultry Association.

2.6 Commercial Eggs

  1. Shell eggs for human consumption.

2.7 Egg Producer

  1. A person or legal entity who/which individually or collectively with others, directly or indirectly, keeps, controls or manages 500 or more commercial egg layers or controls or manages the primary marketing of the egg production emanating from 500 or more commercial egg layers.

2.8 Secretariat

  1. The Secretariat of the Southern African Poultry Association.

3. Objectives of the Organisation

  1. To establish and maintain an organisation in Southern Africa for the promotion, development and guidance of the commercial egg industry as an independent subsidiary branch of the Southern African Poultry Association equal in status to that accorded other subsidiary branches of the poultry industry.

4. Membership

The membership of the Organisation shall consist of:

4.1 Ordinary Members

  1. Ordinary members who/which are egg producers and whose membership shall be related to the equivalent number of commercial egg layers held as contemplated in Clause 2.7 above (where the number of egg layers are calculated from net eggs marketed, on an assumed 80% hen-day production, being considered the average laying percentage per egg layer per producer and disregarding eggs bought in from other Egg Organisation members).

4.2 Honorary Life Members

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

4.3 Associate Members

  1. Associate members who are involved with the commercial poultry industry but do not qualify to be members of any of the official Southern African Poultry Association affiliates, will carry one vote only and pay the minimum subscription fee.

5. Approval of Membership

  1. 5.1 Application for membership, other than Honorary Life Membership, shall be made direct to the Committee.
  2. 5.2 The signing of a membership form shall be a distinct acknowledgement of an acquiescence with the Constitution and regulations of the Organisation, including the SAPA Code of Practice and any subsequent amendment thereof.
  3. 5.3 Honorary Life Members may only be elected at Annual General Meetings for services rendered, which fact shall be recorded in the minutes of the Annual General Meeting. Notice of motion for the election of Honorary Life Members shall be given four (4) weeks prior to the date of the Annual General Meeting.

6. Subscription and voting power

6.1 Voting Power

6.1.1 Ordinary Members

  1. Voting by Ordinary Members (excluding Honorary Life Members and Associate Members) at Annual General Meetings shall accord with the provisions of Clause 8.8.
  2. If a person who usually carries the vote of the Ordinary Member is unable to attend an Annual General Meeting or Special General Meeting, or if the Ordinary Member prefers otherwise, the Ordinary Member shall be entitled to appoint one or more alternative functionary/functionaries from his organisation as substitute/s.

6.1.2 Honorary Life Members

  1. Honorary Life Members (maximum of 5) shall be entitled to one vote each at General Meetings and in elections. No proxy votes apply.

6.1.3 Associate Members

  1. Associate Members will carry one vote.
  2. 6.1.4 No Ordinary Member of the Organisation shall nominate any person for election to any post or vote at any election or General Meeting of the Organisation or enjoy any other benefit from the Organisation, unless such member is in good standing at the time of nomination and at the time of voting.

6.2 Voting procedure at Annual General Meetings

6.2.1 Members

  1. All delegates must be members in good standing of the Organisation. Votes by Ordinary Members at General Meetings may be cast individually by Ordinary Members actually present or by proxy.

6.2.2 Honorary Life Members

  1. Votes by Honorary Life Members at General Meetings shall be cast individually by Honorary Life Members actually present at the meeting.

6.3 Subscriptions

  1. 6.3.1 Subscriptions and other fees payable by members may be imposed from time to time by the Committee, subject to the approval of the SAPA Management Committee and Egg Organisation Annual General Meeting.
  2. 6.3.2 All membership fees shall become due and payable to the Southern African Poultry Association in accordance with the Constitution.
  3. 6.3.3 Every Ordinary Member shall be liable for subscriptions relating to the total number of commercial egg layers (or equivalent egg numbers handled) contemplated in 2.7 above.

7. General Meetings

7.1 Annual General Meeting

  1. 7.1.1 A General Meeting styled the Annual General Meeting of the Egg Organisation of SAPA shall be held annually. The meeting shall be held at the time and place determined for the SAPA Congress. The SAPA Management Committee stipulates the Congress date, which shall not be held prior to the first week in March.

7.1.2 The business of the Annual General Meeting shall be to:

  1. a) 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.
  2. b) Consider such matters as may be included in the Agenda.
  3. c) Transact general business.
  4. d) Appoint a maximum of five (5) delegates in addition to the five (5) delegates appointed by the Committee, to represent the Organisation at the annual SAPA Congress or at any Special General Meetings of the Southern African Poultry Association. Nominations for delegates to the SAPA Congress shall be called for from members present at the General Meeting of the Egg Organisation. The nominees must attend the Annual Meeting in person. The maximum number of votes for the Egg Organisation at the SAPA Congress is ten (10).
  5. 7.1.3 All proposals for discussion at the Annual General Meeting, except amendments of the Constitution as per clause 13.1, shall be in the hands of the Secretariat at least eight (8) weeks prior to the date fixed for the Annual General Meeting. The notice of the Annual General Meeting and the agenda shall be posted to members not later than four (4) weeks prior to the date fixed for the Annual General Meeting.
  6. 7.1.4 The Committee may edit and, if necessary, in consultation with the original proposer, amend any proposal submitted for inclusion in the Agenda, provided any such amendment does not alter the basic intention as contained in the original copy.
  7. 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.
  8. 7.1.6 The Management Committee of the Southern African Poultry Association may place any proposal submitted to the Congress of the Southern African Poultry Association on the Agenda of the Annual General Meeting of this Organisation.

7.2 Special General Meeting

  1. A Special General Meeting may be called by the Committee as required under the following circumstances:

  2. 7.2.1 If, in the opinion of the Committee, a Special General Meeting is necessary to discuss matters of urgency, the Committee may call such a meeting for a date not less than (2) two weeks from the date of dispatch of the notice of the meeting.
  3. 7.2.2 A Special General Meeting shall also be called at the written request of members representing not less than thirty (30) per cent of the total voting strength at the time, for a date within six (6) weeks of such request being received by the Secretariat. The Committee will consider whether the reason for which such meeting is requested is in fact a national matter and needs to be dealt with by a Special General Meeting. They will take this decision within two (2) weeks from the date of which such request is received by the Secretariat. At least four (4) weeks notice of such a meeting shall be given to the members by post, stating 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 meeting.
  4. 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 the chairman at all General Meetings. In the absence of both the Chairman and the Vice-Chairman, the meeting shall appoint a chairman to conduct the business of the meeting.

7.4 Quorum

  1. Fifteen (15) members, irrespective of numbers of votes or delegates personally present and entitled to vote, shall form the quorum for an Annual General Meeting or a Special General Meeting called by the Committee.
  2. In the absence of a quorum, the Annual General Meeting or a Special General Meeting called by the Committee, shall stand adjourned for one (1) hour, after which the delegates present at the adjourned Annual General Meeting or the Special General Meeting shall form the quorum.

8. Management

8.1 Committee

  1. 8.1.1 The Committee shall consist of the following thirteen (13) members from which a Chairman and Vice-Chairman will be appointed:
  2. Six elected general members
  3. One contract producer representative
  4. One small producer representative with less than 20 000 birds in lay
  5. Five regional representatives
  6. 8.1.2 Only fully paid-up members can be nominated to serve on the Committee.
  7. 8.1.3 If a company employee serving on the Committee leaves the employment of that company, he shall cease to be a member.
  8. 8.1.4 Non-members of SAPA who however are members or employees of a company, egg co-operative, joint egg marketing operation or interest group which has obtained membership of SAPA, may be nominated and elected as members of the Committee.

8.2 Executive Committee

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

8.3 Chairman and Committee

  1. 8.3.1 The full Committee of thirteen (13) shall, at its first meeting after the Annual General Meeting, appoint from amongst its members a Chairman and a Vice-Chairman. The Vice-Chairman shall, in the absence of the Chairman, exercise all the rights and privileges of the Chairman as defined throughout this Constitution.
  2. 8.3.2 The Chairman shall preside at all Committee and Executive Committee meetings. He shall be entitled to exercise, apart from his deliberate vote, a casting vote.
  3. 8.4 Any member of the Committee, who fails to attend two consecutive Committee meetings without good reason, shall be deemed to have resigned from the Committee.
  4. 8.5 The Committee and Executive Committee shall meet, when deemed necessary, at the Chairman's discretion or when at least three Committee members request a meeting of the Committee.
  5. 8.6 All members of the Committee and its Executive Committee and sub-committees, duly authorised by the Committee, shall be entitled to travelling and reasonable out-of-pocket expenses incurred when attending meetings of these Committees.
  6. 8.7 The quorum for all Committee, Executive Committee and sub-committee meetings shall be the members present.

8.8 Vote and Subscription

  1. 8.8.1 The number of eggs marketed and converted to equivalent egg layer numbers as defined in Clause 2.7 shall, in diminishing proportion, determine the extent of a member's voting power and subscription fee. Vote and subscription fee categories shall therefore be determined by means of a sliding scale approved at every Annual General Meeting in respect of the twelve (12) month period commencing on 1 January of that year. Net egg sales for the twelve (12) months ending at the end of September of the preceding year shall be taken as a member’s sales volume. The Committee shall thereanent cause an appropriate recommendation to be made in the notice of each Annual General Meeting, based on the paid-up membership of the preceding year (as at the end of the third quarter of the preceding year) and related to the Egg Organisation’s budget requirements for the new year. This voting power and subs rates per egg layer per category shall apply for the full year in question.
  2. 8.8.2 Voting by proxy shall be allowed at General Meetings on the following conditions:
  3. a) Only an official proxy form will be allowed, issued by the Secretariat or included in the General Meeting notice documentation, indicating the relevant voting power and who is to carry the member’s vote.
  4. b) The official proxy form is to be signed by the member confirming his/her membership standing and submitted to the Secretariat to be registered a week before the General Meeting, for inclusion in the voting roll.

8.9 Election Procedure

  1. 8.9.1 Committee members shall serve terms of three (3) years, subject to the proviso that annually one third of the Committee members, who have uninterruptedly served for the longest time, shall retire, but shall be available for re-election, if they assent thereto. The retiring members shall be determined by the Committee at their first meeting of each year, which precedes the Annual General Meeting. Such vacancies shall be filled by nominated members elected at the Annual General Meeting.
  2. 8.9.2 The Secretariat, at least six (6) weeks before the date of the Annual General Meeting, shall send a nomination form to each member. Such form shall indicate the name of retiring Committee members and further indicate which members are available for re-election. The form shall request the member to make a nomination or nominations if he/she so wishes. The nomination form must be properly signed by the member making a nomination or nominations.
  3. Nomination forms must reach the Secretariat at least four (4) weeks prior to the Annual General meeting. Nomination forms may be returned to the Secretariat by facsimile transmission.
  4. 8.9.3 Nominators should, before making a nomination, ascertain from the intended nominee whether, if elected, he/she will serve on the Committee and appropriately indicate this on the nomination form. If the nominator has not done so, then the Secretariat will do so. Only the names of nominees whose affirmations have been obtained, will be put forward for election.
  5. 8.9.4 If the number of candidates nominated exceeds the number of vacancies on the Committee, then such Committee members shall be elected by ballot for purposes whereof the official ballot forms shall be used, which forms shall accord with the determination provided for in Clause 8.8 above.
  6. 8.9.5 Members may thus not vote for more candidates than the number of vacancies, failing which their ballot forms shall be treated as spoilt.
  7. 8.9.6 The votes shall be counted immediately after the election. Those candidates who obtain the highest number of votes shall be regarded as elected. The elected members shall be announced prior to the Annual General Meeting being adjourned.
  8. 8.9.7 A casual vacancy on the Committee shall be filled by the remaining Committee members who may appoint a member until the next Annual General Meeting.

8.10 Powers

The Committee shall have the power to:

  1. 8.10.1 Give effect to all resolutions passed at the Annual General Meeting and Special General Meetings.
  2. 8.10.2 Draft and submit proposals to the SAPA Congress and its own Annual General Meeting.
  3. 8.10.3 Appoint a maximum of five (5) 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 eight (8) weeks before the date stipulated for the SAPA Congress.
  4. 8.10.4 Appoint two (2) representatives to serve on the Management Committee of SAPA. These two (2) representatives shall be appointed from the Committee. The Committee shall also appoint reserves, should one of the original nominees be elected Chairman of the Management Committee.
  5. 8.10.5 Appoint an Executive Committee (as envisaged in Clause 8.2) and sub-committees to deal with any branch of the industry, or with any particular work of the Committee, carry out any of the objectives of the Organisation, or institute the inquiries with regard to any matters pertaining to the Industry.
  6. 8.10.6 Co-opt persons to the Committee, only to serve in an advisory capacity.
  7. 8.10.7 Act and decide on any matter arising between General Meetings, such action or decision not being contrary to any resolution of General Meetings.
  8. 8.10.8 Apply to the SAPA Management Committee for and allocate funds enhancing the objectives, functions and activities of the Organisation.
  9. 8.10.9 Impose disqualifications on, discipline, suspend or expel any defaulting member for contravention of the Constitution or Rules or whose conduct has been, in the opinion of the Committee, detrimental or injurious to the interests of the Organisation and its members.
  10. 8.10.10 Act as arbitrator in any dispute between members.
  11. 8.10.11 The names and addresses of the members of the Organisation shall not be disclosed to any person for any purpose unless by special permission of the Committee.

9. Finances

  1. 9.1 All subscriptions and all other income due by members in terms of this Constitution shall be paid direct to the Southern African Poultry Association, and all administrative costs to the Egg Organisation of SAPA shall be borne by the Association. The Management Committee of SAPA shall, from time to time, allocate amounts expendable by the Egg Organisation of SAPA out of the general funds of the Southern African Poultry Association.
  2. 9.2 The Secretariat shall maintain accounts giving an adequate and correct record of the amounts allocated to the Organisation and the expenditure thereof.

10. Southern African Poultry Association

  1. 10.1 This Organisation shall be a subsidiary of the Southern African Poultry Association with full autonomy on issues regarding its particular interests, but subject to the powers of the SAPA Management Committee as described in the SAPA Constitution. The SAPA Congress shall have jurisdiction over all SAPA subsidiaries and members in matters relating to the work of the Organisation.
  2. 10.2 The Constitution of the Southern African Poultry Association shall be deemed to form part of and shall be read in conjunction with this Constitution, and no person falling under the jurisdiction of the Organisation shall be absolved from responsibility for any contravention thereof by advancing a plea of ignorance.
  3. 10.3 The Southern African Poultry Association shall be the Secretariat of the Organisation.

11. Official Organ

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

12. Language

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

13. Constitution - Amendments

  1. 13.1 No alteration of the Constitution shall be made except where such alteration is carried by a two-thirds majority of the votes represented at the Annual General Meeting, at the time of voting. Any notice of motion to amend shall be submitted to the Secretariat not less than twelve (12) weeks prior to the date of the Annual General Meeting.
  2. 13.2 Any amendments to the Constitution will be submitted to the Commissioner for Inland Revenue.

14. Constitution - Interpretation

  1. 14.1 In case of doubt or dispute 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. 14.2 In the case of doubt or dispute, the English version of the Constitution shall be regarded as the official Constitution.

15. Legal Matter

  1. 15.1 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 said Organisation and confirmed by the Management Committee.
  2. 15.2 Members of the Committee or of the Executive Committee or of a Special Committee 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. 15.3 The Organisation does not hold itself in any way responsible for the liabilities incurred by any members.

16. Waiving of Rights

  1. Every member of the Organisation shall be deemed to have waived any rights against the Organisation for any damages consequent to the operation or enforcement of the Constitution and Rules.

17. Dissolution and Distribution of profits and gains

  1. 17.1 The Southern African Poultry Association shall utilise its funds solely for investments or for the furtherance of the objectives of the Association and no portion of its profits or gains shall be distributed to any person.
  2. 17.2 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 amongst the members of the Association, but shall be given or transferred to another institution or institutions having objectives similar to the objectives of the Association, to be determined by members of the Association at or before the time of dissolution.

18. Profit-Making Activities

  1. The Southern African Poultry 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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