Proposed constitution

WATERFORD BUSINESS CHAMBER

Waterford Business Chamber

A draft for discussion and adoption by the founding members

1. Name

1.1 The name of the organisation is:

WATERFORD BUSINESS CHAMBER

Afrikaans name:

WATERFORD BESIGHEIDSKAMER

hereinafter called “the Chamber”.

1.2 The Chamber may adopt a logo, trading name and other identifying marks as approved by the Management Committee.

2. Status of the Chamber

2.1 The Chamber is a voluntary, independent, non-profit association of businesses and other approved members.

2.2 The Chamber is established to advance the shared business and economic interests of Waterford and its surrounding area.

2.3 The Chamber is not established for the personal financial benefit of any member, office bearer or committee member.

2.4 All income, assets and resources of the Chamber must be applied to advance the objectives of the Chamber.

2.5 No member has, merely by reason of membership, any personal right to the assets of the Chamber.

2.6 The Chamber may later, if its members approve, register as an appropriate legal entity such as a non-profit company.

2.7 Until that decision is taken, the Chamber functions under this constitution as a voluntary association.

3. Area of operation

3.1 The primary area of operation of the Chamber is:

Waterford, Eastern Cape, and the surrounding rural and economic areas substantially connected with Waterford.

3.2 The Chamber may work with other business chambers, tourism organisations, agricultural organisations, community organisations and similar bodies.

4. Vision

The vision of the Chamber is:

To help build a strong, lawful, growing and sustainable local economy in which businesses can grow, jobs can be created, investment is encouraged, and Waterford is an attractive place to live, work, visit and do business.

5. Mission

The mission of the Chamber is to:

5.1 unite local businesses;

5.2 represent the shared interests of the business community;

5.3 promote economic development;

5.4 help attract new investment to Waterford;

5.5 promote local buying and support for local enterprises;

5.6 encourage new enterprises and entrepreneurship;

5.7 support job creation and skills development;

5.8 engage constructively with the municipality, the provincial government, the national government and other stakeholders; and

5.9 promote accountable and professional business practice.

6. Objectives

The objectives of the Chamber include the following.

6.1 Representation

To represent the shared interests of members to:

• the municipality;
• government departments;
• state institutions;
• service providers;
• business organisations;
• safety forums;
• tourism organisations;
• development agencies; and
• other relevant institutions.

6.2 Local economic development

To promote growth in sectors including:

• retail;
• agriculture;
• tourism;
• hospitality;
• manufacturing;
• construction;
• professional services;
• trade;
• property;
• transport;
• technology;
• arts and culture;
• food production; and
• new enterprises.

6.3 Business support

To support members through:

• networking events;
• business information;
• training;
• mentoring;
• marketing;
• referrals;
• digital visibility;
• business opportunities; and
• relevant sharing of knowledge.

6.4 Local buying

To encourage residents, businesses, organisations and public institutions, where reasonably practical, to:

buy locally and support local enterprises.

6.5 Investment

To promote Waterford as a place for:

• investment;
• business establishment;
• tourism;
• retirement;
• entrepreneurship; and
• job creation.

6.6 Infrastructure and services

To identify problems that affect economic activity and to promote appropriate solutions, including:

• water;
• electricity;
• roads;
• sanitation;
• waste removal;
• telecommunications;
• safety;
• street lighting; and
• general municipal services.

6.7 Public policy

To consider existing or proposed legislation, bylaws, policies or administrative decisions that affect local businesses, and to make representations where necessary.

6.8 Tourism

To work with tourism organisations and tourism businesses to promote Waterford as a destination.

6.9 Jobs and skills

To promote:

• local employment;
• apprenticeships;
• training;
• entrepreneurship;
• youth development; and
• skills development.

7. Independence

7.1 The Chamber is an independent business organisation.

7.2 The Chamber may engage with any lawful political party, government institution or public representative where that is needed to advance the interests of its members.

7.3 The Chamber as an organisation will not be tied to any political party.

7.4 The Chamber may not use its funds or resources to finance a political party or a candidate.

7.5 Individual members keep their full right to hold political views in their personal capacity.

8. Membership

8.1 Ordinary business members

Ordinary membership is open to lawful enterprises that do business in Waterford or the surrounding area.

This may include:

• companies;
• close corporations;
• sole proprietors;
• partnerships;
• trusts that carry on business;
• farming enterprises;
• professional practices;
• cooperatives; and
• other lawful enterprises.

8.2 Associate members

The Chamber may grant associate membership to persons or organisations that have an interest in the local economy but do not necessarily carry on an ordinary local enterprise.

8.3 Honorary members

The Chamber may appoint, as an honorary member, a person who has given exceptional service to the business community or to Waterford.

Honorary members have no vote, unless they are also an ordinary business member.

9. Requirements for membership

9.1 An applicant must:

• be a lawful enterprise or a qualifying organisation;
• give the Chamber correct particulars;
• accept this constitution;
• accept the Chamber’s code of conduct;
• pay the prescribed membership fee where it applies; and
• meet reasonable verification requirements.

9.2 Where a particular business needs a licence, permit, registration or certificate under the law in order to carry on its activity lawfully, the Chamber may ask for proof of it.

9.3 Membership of the Chamber may not be used to create the impression that the Chamber guarantees a business’s products, services or trading practices.

10. Approval of membership

10.1 Applications for membership must be submitted to the Chamber.

10.2 The Management Committee, or a person authorised by the committee, may approve membership.

10.3 An application may not be refused arbitrarily or on an unfairly discriminatory basis.

10.4 Where an application is refused, the applicant may ask the Management Committee to review the decision.

11. Rights of members

An ordinary member in good standing has the right to:

11.1 attend general meetings;

11.2 vote;

11.3 be eligible for election to the committee;

11.4 make proposals to the Chamber;

11.5 receive access to membership benefits;

11.6 take part in the Chamber’s activities; and

11.7 use the Chamber’s approved membership badge or logo according to the Chamber’s rules.

12. Responsibilities of members

Members must:

12.1 respect this constitution;

12.2 protect the reputation of the Chamber;

12.3 act honestly and professionally;

12.4 pay membership fees on time;

12.5 give the Chamber correct particulars;

12.6 comply with applicable legislation; and

12.7 not misuse the Chamber’s name or logo.

13. Membership fees

13.1 The annual membership fee is recommended by the Management Committee and approved by the Annual General Meeting.

13.2 Different categories of fees may be set according to, for example:

• size of the enterprise;
• sector;
• number of employees;
• individual or corporate membership; or
• other reasonable criteria.

13.3 The Management Committee may, in particular circumstances, reduce or waive a member’s fee.

14. End of membership

Membership may be ended by:

14.1 written resignation;

14.2 failure to pay membership fees after reasonable notice;

14.3 closure of the enterprise;

14.4 a serious breach of this constitution;

14.5 serious conduct that materially discredits the Chamber; or

14.6 proved unlawful business activity.

No member may be suspended or expelled on disciplinary grounds without a reasonable opportunity to answer the complaint.

15. Management of the Chamber

The Chamber is managed by a Management Committee.

The committee preferably consists of:

• Chairperson;
• Deputy chairperson;
• Secretary;
• Treasurer; and
• at least three additional committee members.

The Annual General Meeting may determine the size of the committee from time to time.

16. Election of the committee

16.1 The Management Committee is elected at the Annual General Meeting by members who are entitled to vote.

16.2 Nominations may be accepted before or during the meeting, according to the procedure the Chamber determines.

16.3 Every ordinary member in good standing has one vote.

16.4 Where more than one person is nominated for a position, the person with the majority of valid votes is elected.

16.5 The committee normally serves for a term of one year.

16.6 Committee members may be re-elected.

17. Duties of the Chairperson

The Chairperson must:

17.1 chair meetings;

17.2 see that decisions are carried out;

17.3 represent the Chamber where appropriate;

17.4 promote sound management;

17.5 ensure that all committee members have a reasonable opportunity to take part; and

17.6 not take unilateral decisions that this constitution requires the committee or the members to take.

18. Duties of the Deputy chairperson

The Deputy chairperson:

18.1 supports the Chairperson; and

18.2 acts as Chairperson when the Chairperson is absent or unable to act.

19. Secretary

The Secretary must see that:

19.1 notices of meetings are sent;

19.2 proper minutes are kept;

19.3 a register of members is maintained;

19.4 official correspondence is preserved; and

19.5 relevant documents are kept safely.

20. Treasurer

The Treasurer must see that:

20.1 proper financial records are kept;

20.2 income and expenditure are recorded;

20.3 payments are properly authorised;

20.4 bank records are reconciled regularly;

20.5 a financial report is given to the committee; and

20.6 an annual financial report is presented to the members.

21. Committee meetings

21.1 The Management Committee must meet as often as is reasonably necessary.

21.2 It is recommended that the committee meet at least once a month, or every second month.

21.3 Meetings may be held:

• in person;
• electronically;
• by video conference; or
• by a combination of these.

21.4 A majority of the committee members then in office forms a quorum.

21.5 Decisions are taken by a simple majority.

21.6 If the votes are equal, the Chairperson has a casting vote in addition to his or her ordinary vote.

22. Annual General Meeting

An Annual General Meeting, called the AGM, must be held at least once a year.

The AGM must, among other things:

22.1 receive the Chairperson’s report;

22.2 receive the financial report;

22.3 elect committee members;

22.4 consider membership fees;

22.5 discuss important policy matters;

22.6 consider amendments to the constitution where necessary; and

22.7 consider any other business properly proposed.

23. Special general meeting

23.1 A special general meeting may be called by:

• the Management Committee; or
• at least 20% of the members entitled to vote, requesting it in writing.

23.2 The purpose of the meeting must be stated in the notice.

24. Notice of meetings

24.1 Notices may be sent electronically, including by:

• email;
• WhatsApp;
• the Chamber’s digital platform; or
• another approved electronic means of communication.

24.2 Members must receive at least 14 days’ notice of an Annual General Meeting or a special general meeting, unless urgent circumstances justify a shorter period and the members agree to it.

25. Voting

25.1 Every ordinary business member in good standing has one vote.

25.2 A company or other juristic person must appoint an authorised representative.

25.3 Proxy votes may be allowed according to rules adopted by the Chamber.

25.4 Where practical, secure electronic voting may be used.

26. Subcommittees and portfolios

The Management Committee may create subcommittees or portfolios, including for:

• tourism;
• safety;
• infrastructure;
• retail;
• agriculture;
• industry;
• property;
• marketing;
• youth and skills development;
• local buying;
• events;
• digital development; and
• municipal matters.

27. Finances

27.1 The Chamber must open a bank account in the name of the Chamber as soon as it is practical to do so.

27.2 All Chamber funds must be held in the Chamber’s account.

27.3 No Chamber funds may be held in an office bearer’s personal bank account, except for small approved expenses that are reimbursed against vouchers.

27.4 At least two authorised persons must, where practical, hold the necessary control over payments.

27.5 All expenditure must be properly authorised and recorded.

27.6 The Chamber may receive income from:

• membership fees;
• sponsorships;
• events;
• donations;
• projects;
• advertising;
• training;
• lawful services; and
• other approved sources.

28. Financial year

The Chamber’s financial year is:

1 March to the last day of February

unless the members later decide otherwise.

29. Transparency

29.1 The Chamber must maintain reasonable transparency towards its members.

29.2 Members must be able to obtain access to:

• approved minutes;
• annual financial reports; and
• important policy decisions.