1.             NAME

 The name of the Association, to which recognition is given by this Constitution, is the National Wool Growers’ Association of South Africa.

 2.             DEFINITIONS

In this Constitution, unless the context dictates otherwise:

 2.1          “Association”,  the National Woolgrowers Association of South Africa as mentioned in Section 1 and constituted in terms of Section 6 & 7;

 2.2          “President ” and “Vice President ”, the National President and National Vice President elected in terms of Section 10 (7), who exercise their duties instructed to them accordingly;

2.3          “Management Committee”, the Executive as constituted to manage as Association from day to day according to the policy of the Association;

2.4          “Executive”, The National Executive as constituted in terms of section 8 and exercising the powers conferred upon it by the Constitution;

2.5          “Area Branch”, shall mean one or more political province in which wool is produced;

2.6          “Official number’, the Springbok Head Number as mentioned in Section 3;

2.7          “the Manager”, the General Manager of the Association;

2.8          “Democratically constituted gathering”, the National Annual Congress of the Association as constituted in terms of Section 10;

2.9          “Annual Meeting”, a Gathering of members who have decision-making powers on matters of importance in their Area Branch or Region;

2.10        “Affiliation”, any constituted producer-, small stock- or interest group whose objectives is not in conflict with that of the Association and which is recognized as an affiliation by the National Body.

2.11        “Statutory levy”;    shall be the statutory levy as defined in the Marketing of Agricultural Products Act as amended;

“Levy” shall mean a wool levy that can also be a voluntary levy which will serve as a membership fee;

2.12        “Membership fee”, shall mean a fee (as determined by the National Congress from time to time) that is paid over to the NWGA by a producer to become a member of the Association.

3.             OFFICIAL MARK

The “Springbok Head” is the official mark of the Association and any person who complies with the relevant qualification can register as a Springbok Head Classer.   A registration number is allocated to each Springbok Head Classer and if it is applied to any bale, it is an indication that the wool in that bale has been classed according to the standards as set out by the Association.

4.             OBJECTIVES

**4.1     The Association acts as the mouthpiece of its members and its affiliations in the Republic of South Africa so that they speak as one and that all matters that are in the interest of the wool sheep industry, which makes a contribution to the total economy of South Africa, can be attended to.

4.2            In order to succeed, the Association must have a substructure, which enables it to consult with its members as well as to pass commodity information through to grass roots level.

4.3            The Association accepts as its highest duty to protect, promote and extend the wool industry and in order to achieve this, has the following goals:

a)         to enhance development and extension of production technology for all wool sheep farmers to ensure that South African wool producers stay competitive in the world market.

b)            to establish absolute confidence with the wool buyers in all countries where South African wool is offered for sale, by encouraging wool producers in South Africa to produce the right type of wool and to pack it in the most efficient, honest and attractive method;

c)             to be of assistance in every possible way with regard to the marketing of the South African wool clip in the most effective and profitable manner;

d)            to set standards from time to time in accordance with requirements for the packing and marking of wool and to apply the necessary means for the application thereof;

e)             to create amenities for the training of wool classers and the registration of qualified wool classers in terms of the requirements as set out by the Association;

f)             to propagate and promote the registration of the Springbok Head to encourage producers to apply the registration number to wool bales;

g)            in conjunction with other wool producing countries, to create the means for the most beneficial marketing and promotion of South Africa’s wool clip.

h)             to nominate members and representatives on all sub committees and organizations as decided by the Association from time to time;

i)              to affiliate to Agri SA and to co-operate with Agri SA according to conditions as determined from time to time;

j)              to provide support and to affiliate with other organizations whose objectives and dealings are beneficial to the goals of the Association;

k)             to arrange gatherings, congresses and functions which the Executive deems as beneficial to the above mentioned goals and to carry the costs thereof with the exception that the expenses of functions in a particular financial year do not exceed the budget of the Association;

l)              in general to promote a spirit of co-operation and support by encouraging wool producers to build the Association through joint actions;

m)           to nominate members on organizations or institutions according to the method determined in Section 10 of this Constitution;

n)             the Association has the right to nominate directors on co-operatives or companies in which it has shares;

o)            to obtain or to alienate assets, including shares in co-operatives of companies, in order to achieve the above mentioned goals;

p)            to promote the Cape Clean Clip program.

 

5.             STATUS

5.1          The National Woolgrowers’ Association of South Africa, a primary producer organization, is a juristic person without gain, duly constitutioned in terms of this Constitution and possesses all rights attached thereto.   Service of process and other documents upon the Manager is deemed to be service upon the Association.

5.2          The Association does not seek profit for any of its members and no portion of its assets are paid out in any manner whatsoever to any member or official, with the exception that any of the Associations members, officials or other persons who have rendered a service to the Organisation, may be remunerated and that such persons on the basis of services rendered, can be paid a pension, honorarium of a gift for an amount as determined by the Annual Congress.

5.3          The Association can receive gifts, donations and/or contributions of any nature and can deal therewith according to its wishes.

5.4           In the event of liquidation or dissolution:

a)   the liability of the members of the Association are limited to moneys owing by them to the Association with regards to membership fees or outstanding accounts; and

b)  in the event that the NWGA of South Africa should dissolve, the NWGA members shall decide if” all asset of the NWGA, after all its debts have been settled:

i)              must be paid over to a wool organization with similar objectives as that of the NWGA for the utilization and promotion of the wool industry in South Africa

or

ii)             the South African Agricultural Union for the promotion of the wool industry in South Africa.

5.5       No member of the Association will personally be liable for any debts of any claim or action that is instituted against the Association irrespective or the cause of action.

 

6.             DISSOLVING THE ORGANISATION

The Organisation may dissolve if at least two thirds of the members are present and vote in favour of the dissolving, at a meeting where the matter is being considered.  A meeting to dissolve the Organisation is called by the National Congress or the Executive (as applicable).

7.             COMPOSITION: AREA BRANCHES AND AFFILIATIONS

7.1          Composition

As national body for all wool producer members in the provinces of South Africa, the Association consists of area branches and affiliations as determined by the area branches and approved by the National Annual Congress.

7.2          Area Branches

 

7.2.1       Above-mentioned area branches serve as a sub-structure to the Association and consists of geographic areas, or as determined by the needs of the area branches among themselves.

7.2.2       Structural and territorial amendments of the area branches are subject to the approval of the National Annual Congress.

7.2.3       Area branches can be subdivided into sub branches, district executives and or regions in the manner as determined by each area branch, for the most effective liaison and distribution of commodity information to producer members at grass roots level according to the provisions as contained in Section 12 of this Constitution (powers of the area branches and affiliations.)

7.2.4       Area branches and their sub-structures will function according to the provisions of their own constitutions, provided that the said constitutions do not conflict with any provision of the Constitution of the National Association.   Any amendment to existing constitutions of the various area branches will be subject to approval by the National Annual Congress of the Association.

7.2.5       Sub branches within the area branches will allow all wool producers as members subject to the provisions of Section 7.1, and a structure must be put there for the effective liaison with all members and the transfer of commodity information.

7.3          Area Branch Executives

 

7.3.1       The control of an area branch lies with the area branch executive.

7.3.2       The area branch executive consists of elected representatives from the geographical areas of the Area Branch or as agreed upon amongst themselves according to the needs of the area branches.

7.3.3       Members of the area branch executive are appointed in terms of the constitution for that particular area branch.

7.3.4       Executive members of an area branch that originate from a particular province, shall act as executive members for that particular province with regards to matters that are applicable at provincial government level or matters that are specifically of a provincial nature.

7.4          Affiliations

7.4.1       The affiliations of other producer-, small stock- or interest organizations to the National Association will be subject to the approval of the National Congress.

7.4.2       Any Southern African wool producer organization can affiliate to the Association with the approval of the National Congress.

7.4.3       Affiliations will be responsible for their own subsistence and travel costs.

7.4.4       A register of all affiliations will be placed on record.

 

8.             MEMBERSHIP

8.1          Any wool producer who has completed a membership form and who has paid the approved level of statutory levy or levy on wool and/or membership fee in terms of the funding system, and who has a membership number, can be a member of the Association provided he is also a member of a sub-branch of the Association.

8.2          Any person who is associated with the sheep and wool industry, but is debarred from membership in terms of sub-section 1, may be admitted as member by the Executive, but without voting power.

8.3          Any person, while he is a student or lecturer at one of the Universities, Technicons or recognized Agricultural Colleges in the Republic of South Africa, and studies/lectures on sheep and wool as the case may be, may be allowed to become a member of a sub branch of the Area Branch, but his voting power is limited to and within the applicable sub branch.

 

8.4          Full time officials are not available for election as office bearers.

 

8.5          No member may simultaneously be a member of more than one wool producer organization of association that represents wool producers.

 

8.6   a)   Any member who does not promote the objectives of this Association (as set out in Section 4) or who no longer meets the membership requirements (as set out in Section 7.1) of the Association, can have his membership terminated by the National President upon proposal and approval of the National Executive.

b)    Any member who does not act in the best interests of the Association can have his membership terminated by the National President upon proposal and approval of the National Executive.

 

9.             EXECUTIVE

9.1          The control of the Association lies with the National executive.

9.2          a)   The Executive consists of provincial representatives, excluding affiliations as set out inthe register, and is constituted as follows:

(i)              President (ex officio)

(ii)            Vice President (ex officio)

(iii)           The Chairman and Vice Chairman of each Area Branch as mentioned in Section 7.3 and should the Chairman of the Area Branch hold the office of either President or Vice President of the National Body, then his nominee.

(iv)          The remainder of the members is elected by each Area Branch mentioned in Section 6.3 according to the branches proportional contribution to the joint wool production realization value of the Area Branches, calculated on the basis of the previous three years sliding average wool production value, with a minimum of one member per area branch.

b)    For the purposes of sub-section (2)(a)(iv) the following provisions apply:

(i)             The wool production value is as provided by the official statistical source as approved by the NWGA from time to time.

(ii)            A period of one year ending at the end of a wool production season, namely June of each year.

(iii)           The number of delegates is calculated and rounded off as follows:

2.50         = 3 Executive members

2.49       =  2 Executive members

c)     One member of each affiliation of the Association.

9.3          Members of the National Executive must be elected by the Provincial Executive or Annual General Meeting or Annual Congresses of the area branches, as applicable, or from the applicable affiliations.  The elected persons names and addresses must be handed to the Manager immediately after the election.

9.4          Vacancies in the National Executive must be filled by a way of nomination by the applicable area branch or affiliation for the remaining period of office.

9.5         a)   The President and Vice President are ex officio members of the Executive and are for their period of office respectively the Chairperson and Vice Chairperson of the Executive.

b)    The Chairman shall have a decisive as well as a casting vote.

c)     In the absence of both the Chairman and Vice-Chairman, the meeting shall appoint a Chairman from its midst for such meeting.

d)    One half of the number of members of the Executive constitutes a quorum at its meetings.

e)     The Chairman shall have the power to decide on the time, place and procedure of the meetings of the Executive, in so far as it is compatible with the Executive’s standing rules of order, as well as any interpretation of such rules.   His decisions in this regard will be final.

9.6          The Executive has the following powers:

a)     to perform all such duties as may be required from time to time in terms of the Constitution as well as to perform such other functions as may be deemed necessary to achieve the objectives of the Association.

b)    To appoint officials to carry out the work of the Association as required from time to time, and to determine the remuneration and conditions of service of such officials subject to any general provisions that may be laid down by the Annual Congress.

c)     The Executive has the power to recommend to the Annual Congress for its approval, the elected persons who have rendered excellent service to the Association, as Honorary life Vice Presidents or honorary members of the Association, provided that persons so elected shall not be entitled to vote at the Annual Congress and Executive Meetings.

d)    To approve Golden or Silver ram or Merit Certificate awards to persons who have delivered exceptional service to the SA wool industry, according to the rules set out.

e)     To draft, amend or revoke rules and regulations that do not comply with the provisions of the Constitution with regards to:

(i)     The rules of procedure to be applied at meetings of the Central Executive and the Central Annual Congress.

(ii)    The conditions of membership of an area branch or affiliation as well as the conditions of a membership application of a private person.

iii)    The qualifications, registration and duties of qualified and registered wool classers as well as the disciplinary procedures that will apply in the event of any such classer not complying with the provisions lay down by the Association.

iv)    General provisions for the execution of the Association’s functions and methods according to which the goals of the Association are to be attained.

Provided that such rules or regulations or any amendment of revocation thereof, shall not be binding until the Annual Congress approves it.

f)    To attend to all financial matters of the Association for which the Constitution makes provision.

 

10.          MANAGEMENT  COMMITTEE

10.1        There must be a National Action Committee that consists of the National President, National Vice President and the Chairmen of the various area branches

When a National President or Vice President is the Chairman of an Area Branch, the Vice Chairman of the branch represents that branch on the Management Committee.   Should the Chairman of the Area Branch not be available for a meeting of the Management Committee, the Vice Chairman of the particular Area Branch may represent him.

10.2        Special allowance is made for communal farmers on the Management Committee to ensure representation on the highest level of decision making in the NWGA.  Area Branches with a reasonably high number of wool producers (as approved by the National Congress) must elect representatives to serve on the Management Committee as follows:

10.2.1         East Cape                     2 representatives

10.2.2         Free State                     1 representative

10.3        The Management Committee attends to all matters that are referred to it by the National Executive or the National Congress, as well as matters that are of a national or urgent nature.   Such actions must be reported to the National Executive during the forthcoming meeting of the National Executive.

10.4        The Management Committee meets according to their respective needs, or on the written request of a third of its members.

 

11.          MEETINGS AND CONGRESSES

11.1      a) The Association must annually hold a congress at a place and on a date determined by the Management Committee.

b)    The Annual Congress is the highest authority of the Association.

11.2      a)   The size of the National Congress is determined by the National Executive and shall consist of delegates, excluding affiliations as set out in the register and is composed of as follows:

i)              President

ii)             Vice-President

iii)            The balance of the members from the area branches (as mentioned in Section 7.2) are elected according to the area branches comparative contribution to the combined wool production value of the area branches, calculated on the basis of the previous three years sliding average wool production value,

iv)            Two delegates of each affiliation.

b)    When calculating the number of delegates as mentioned in Sub-section (2) (a) (iii), the provisions of Section (9)(2)(b) will apply mutates mutandis.

11.3                              Only bona fide delegates of area branches or the affiliations or their secundi, are entitled to attend the National Annual Congress and they alone shall have the right to vote or take part in the discussions on any matter appearing on the agenda of the Annual Congress. Any other person can only participate in the discussions with the consent of the Chairman.

11.4                              Minutes of all meetings must be preserved and available to members for perusal at all times

11.5                              Resolutions: National Annual Congress

(a) Each Area Branch is entitled to submit resolutions for discussion by the National Annual Congress, provided that the Steering Committee may group certain points for discussion, and reject those points which it does not consider to be of a national nature.

(b) The Executive and/or the Central Steering Committee are entitled to submit resolutions for discussion at the Annual Congress.

(c) The affiliations have the right to submit a maximum of three resolutions per affiliation to the National Annual Congress provided that the National Action Committee can group together certain points for discussion or can reject those points it does not consider to be of a national nature.

(d) The Steering Committee has the right to accept or reject late resolutions.

11.6           The area branches or affiliations must submit all resolutions for discussion at the Annual Congress as well as their Executive’s annual Reports, together with the names and addresses of all delegates, at least sixty (60) days prior to the National Annual Congress, to the Manager.

11.7                       Special National Congress

The National Executive can at any time after due notice has been given; call a Special National Annual Congress on request of an area branch executive.  A written notice clearly stating the business to be considered by such congress shall be issued not less than thirty (30) days before the meeting of such congress.  No other business than that referred to in such notice shall be considered by such congress.

11.8                       Special National Executive Meetings

The Secretariat can also at any time after it has received a written request from one third or more members of the National Executive, call together a Special National Executive meeting.   A written notice clearly stating the business to be considered by such a Special National Executive meeting shall be issued not less than thirty (30) days prior to such meeting.   No other business than that referred to in such notice shall be considered at such meeting.

11.9              Election: National President & Vice President

The Annual Congress elects from its members by an absolute majority of votes cast at the Annual Congress by members entitled to vote, a President and Vice President who shall hold office until conclusion of the next succeeding Annual Congress, provided that at such elections, the members present at the Annual Congress and entitled to vote, shall nominate and vote by secret ballot and provided further that the following rules shall apply:

(i)    A candidate shall be declared nominated if he has received at least five nominations;

(ii)    If only one person has been nominated, no election will take place and the person shall immediately be declared elected;

(iii)   Should more than one person be nominated, all the names will be put on a candidate list, a ballot shall be held and should a candidate obtain an absolute majority of votes cast, he shall be declared elected.

(iv)  Should no candidate obtain an absolute majority of votes cast, a process of elimination will be followed whereby the names of the candidate(s) who collectively or individually received fewer votes than any other candidate will be removed from the list of candidates for the next ballot.   This procedure shall be followed until a candidate shall be elected with an absolute majority of votes cast.   Should there be any quality of votes in the final voting, a lot shall be drawn to decide which candidate shall be declared elected.

11.10            The National President must always chair all Congresses and meetings of the National Action Committee and in his absence; the Vice President must act as Chairman.  Should both President and Vice-President be absent, the members present should elect a Chairman from their midst for that meeting.

11.11                     The Chairman has a decisive as well as a casting vote.

11.12         Election of representative(s) for Board of Directors, Boards, Trusts etc.

The National Executive elects

a)     from the members of the Association, according to the provisions of Sub section (7) mutates mutandis, a representative(s) for Boards of Directors, Boards, Trusts, Committees or Executives or any other organization as deemed necessary from time to time.

b)    The National Executive shall also nominate from the members of the Association according to the provisions of sub section (7) mutatis mutandis, a secundu or secundi for representation(s) on Boards of Directors, Boards, Trusts, Committees or Executives or any other organization as deemed necessary from time to time.

c)      Should a vacancy arise for any of the above-mentioned representatives, and the secundu or secundi are not able to fill such position, such vacancy will be left to the forthcoming National Executive for nomination.

11.3              All further nominations shall be made verbally unless the meeting otherwise decides and an official ballot paper shall be used for all further elections.

11.4              A Quorum at an Annual Congress or Special Congress shall consist of half of the persons who were delegated to attend the Congress.

 

12    FINANCIAL MATTERS

12.1             The expenditure of the Association shall be covered from a wool levy and/or membership fee or any other source of income as determined by the Association fee or any other source of income as determined by the Association.

12.2             The submission of an annual budget must contain specified estimations, provided that one central budget will be compiled.

12.2.1    Area Branch Executives shall submit recommendations to the National Association regarding financial assistance for the effective distribution of commodity information to producer members at grass roots level or any other expenses that may be incurred in the interest of the industry by way of a grant.

12.2.2    Honorariums shall be paid out to the President, and Vice President, according to a decision of the National Executive.  Subsistence and Travel expenses are paid to the President, Vice President, Management Committee, Executive and Delegates as decided by the National Executive.

12.3             The Association must open an account(s) at an approved bank or financial institution and withdrawals from such an account(s) can only be done by way of a cheque or instrument signed by at least two persons as determined by the National Executive or National Steering Committee.

12.3.1   The Management Committee authorizes the General Manager and one of the above personnel members who have signing power on the NWGA Banking Accounts, to – besides usual documentation – also sign contracts, tenders etc. on behalf of the NWGA, with the approval of the Management Committee.

12.4             A competent firm of Chartered Accountants as appointed by the National Executive must audit the accounts of the Association annually for approval.  The Management Committee is responsible for the financial management in the interim.

12.5             The Executive must review the balance sheet annually and together with the Annual Report, submit it to the Annual Congress for approval.  The Management Committee is responsible for the financial management in the interim.

12.6             The financial year of the Association ends on the last day of June each year.

13    POWERS OF THE AREA BRANCHES AND AFFILIATIONS

13.1             Area Branches and affiliations have the power to draft their own constitutions, provided that the provisions of said constitutions or amendments thereto, would not be of force and affect until the National Congress has approved it.

13.2             Area Branches and affiliations have the power:

(a)  to execute any actions that are permitted by their respective constitutions and which has the objective of promoting the goals of the Association or affiliations;

 (b)  to draft rules and regulations to execute the provisions of their respective constitutions and to sovern their actions.

13.3             The provisions of the constitutions of the area branches and affiliations may not in any way whatsoever contradict any provision of the Constitution of the National Association.

 

14    AMENDMENT OF THE NATIONAL CONSTITUTION, RULES AND REGULATIONS

14.1   (a)     The Constitution of the National Association may be amended at the Annual Congress, provided that 30 (thirty) days prior written notice shall have been given to the Manager together with a clear explanation of the purpose and nature thereof.

(b)        The Manager must give written notice of such amendments to the Congress delegates, 14 (fourteen) days prior to the Congress.

(c)         Any amendment to the provisions of the Constitution will only be effective if passed by two-thirds majority of votes cast at the Annual Congress and such amendment or provocation is of immediate force and effect unless the content thereof determines otherwise.

 14.2                Notwithstanding any provisions of this Constitution, the Annual Congress can amend or revoke any rules or regulations of the Executive and such amendments and revocation is of immediate force and effect.

 

15    REVOCATION OF CONSTITUTION

The existing Constitution of the association is hereby repealed and substituted by this Constitution.

 

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ANNEXURE TO CONSTITUTION

 

REGISTER OF AFFILIATIONS

a)                     Red Meat Producers’ Organisation

b)                    All Wool Breeders Societies

c)                     Federation of Small Stock Breeders Society

d)                    Lesotho National Wool and Mohair Growers Association

(Above institutions are entitled to one representative on the National Executive and two representatives at the National Congress).

 

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• Updated: June 2011 after approval at the 2011 National Congress

 

• Further amendments discussed at the November 2011 Management Committee to be circulated in time to be discussed / confirmed at the 2012 National Congress