1. NAME, OFFICE AND AREA OF OPERATION
1.1 The name of the Chamber shall be the Upington Chamber of Commerce and Industry.
1.2 The principal office of the Chamber shall be situated in Upington.
1.3 The area of operation shall be Upington and its surrounding area in conjunction with other       Chambers in the Northern Cape.

2. DEFINITION
In this Constitution, unless the context otherwise requires:
2.1 “AHI” means the Afrikaanse Handels Instituit.
2.2 The “Chamber” means the Upington Chamber of Commerce and Industry.
2.3 “Executive Committee” means the Executive Committee as set out in Clause 7.
2.4 The Financial Year shall be from first day of January to the thirty-first day of December
      each year.
2.5 “Financial Statement” means a balance sheet and an income and expenditure statement
      in conformity with generally accepted accounting practice.
2.6 “General Meeting” means a meeting at which all members are entitled to be present and
      vote and which has been convened in accordance with the Constitution, and
     “Annual General Meeting” and “Special General Meeting” shall have a
     corresponding meaning.
2.7 “Member” shall mean a member as defined in clause 4 hereof.
2.8 “Object” means the object as specified in Clause 3.
2.9 “SACCI” means South African Chamber of Commerce and Industry.

3. OBJECTS
The Chamber shall be a non racial, a non sexist, non sectarian, non political organisation operating in a free democratic and legitimate and transparent manner:
3. 1. To maintain and promote any legal and legitimate business or commercial activity in the
        free and private enterprise system;
3.2 To consider all existing and proposed laws, proclamations, ordinances or regulations
      affecting or likely to affect Commerce or Industry and to take such steps and actions in
      this regard as may be deemed advisable;
3.3 To make representations to any authorities on any matter affecting Commerce and Industry;
3.4 To promote and develop import and export trade between the Republic of South Africa
      and any other country;
3.5 To settle or assist in the settlement of Commercial disputes by arbitration or otherwise;
3.6 To collect collate and distribute statistics and other information relating to any of the objects
     of the Chamber which may be of benefit to members;
3.7 To promote the development and expansion of infrastructure which is or can be beneficial
     for the development of trade or industry in general and/or trade and/or industry in the area in      which the Chamber operates or which might beneficially affect the interest of any member of
     the Chamber;
3.8 In general to assist the members and to promote their economic interests;
3.9 To raise funds by subscription or any other lawful means;
3. 10.To participate in the activities of Chambers and Associations created for similar purposes and to undertake projects designed to further these interests in the local community;
3.11.1 To carry out secretarial duties for any Institution, Chamber, Society or Association which may be desirous of using the services at such remuneration as may be determined by the Executive Committee from time to time;
3.11. To engage, on the Chamber s account, or on the account of, or in conjunction with
         any individual organisation or a business entity in any income producing activity which the          Chamber deems not to be incompatible with the Chambers’ relationship with its members
        or affiliated organisations.
3.12 To conduct lectures and discussions on matters affecting commerce and industry;
3.13 To obtain assets and to make investments on behalf of the Chamber to supplement
        the income and assets of the Chamber for the benefit of the members.
3.14 affiliate with SACCI and/or AHI and/or associations with similar objectives.

4. MEMBERSHIP
4.1 Any person, either natural or juristic, directly or indirectly concerned with lawful business,
     industrial, farming, or professional pursuits and who is registered as an income tax payer in
     terms of the Income Tax Act nr 58 of 1962 shall be eligible for membership.
4.2 Any other person as may be determined at a General Meeting;
4.3 All prospective members shall apply in writing and such applications shall be considered by
     the Executive Committee whose decision shall be final.
    If any application for membership is declined the Executive Committee need not provide      reasons for its decision.
4.4 A member shall on acceptance as a member of the Chamber be bound by the provisions of       this Constitution.
4.5 The Executive Committee shall have the power to elect as an Honorary Member of the
      Chamber any person, who, in its opinion, shall merit such election and whom the Chamber       wishes to Honour in this manner.
4.6 Honorary members shall enjoy all the privileges of membership, except that such persons       shall not be entitled to vote nor be required to pay subscriptions.
4.7 The Executive Committee shall have the power to elect as a Special Member of the Chamber       any person, who, in its opinion, shall merit such election, in view of any special attributes,       skills or capabilities which such person possesses and which in the opinion of the Chamber       can be beneficially utilised for the benefit of the Chamber.
4.8 Special members shall enjoy all the privileges of membership, except that such persons shall       not be entitled to vote nor be required to pay subscriptions.

5. TERMINATION OF MEMBERSHIP
Chamber membership shall or may be terminated in any of the following ways:
5.1 By written resignation to the Chamber.
5.2 By failure to pay membership subscriptions or other amounts owing to the Chamber within
     three months of due date.
5.3 By a simple majority decision of the Executive Committee. The Executive Committee need not       provide reasons for its decision.

6. SUBSCRIPTIONS
6.1 All membership subscriptions and other amounts payable to the Chamber shall be determined       by the Executive Committee and shall in the case of subscriptions, unless otherwise       determined, by payable within thirty days of an account being rendered for such       subscriptions or by way of a bank stop order of a debit order.
6.2 New members would join the chamber in the second half of any financial year of the chamber       shall only be liable for payment for pro rata charge of the annual membership fee calculated       from the date on which the member is advised that his application for membership has been       accepted until the end of that particular financial year.

7. EXECUTIVE COMMITTEE
7.1 The Executive Committee shall consist of the following persons:
7.1.1 The office bearers as set out in clause 11.
7.1.2 And in addition representatives of members in such numbers as the office bearers may
        decide from time to time.
7.2 The Executive Committee shall consist of eleven members. Nominations shall be in writing,       signed by the proposer and the seconder (who shall by members) and accepted by the       nominee. Such nominations must be in the hands of the Secretary at least forty-eight hours       before the Annual General Meeting. The members elected at the Founding Meeting are the       five members nominated by the Upington and Gordonia Chamber of Business and the five        members and the five members nominated by the Upington Sakekamer.
7.3 The Executive Committee having been duly elected at the first meeting shall select a President       and a Vice-President.
7.4 Any vacancy on the Executive Committee may be filled by co-opting such members as may be      necessary.
7.5 The Executive Committee shall consist of members representing Commerce and Industry as       well as other related enterprises.

8. TERMINATION OF EXECUTIVE COMMITTEE MEMBERSHIP
The office of a member of the Executive Committee shall be vacated:
8.1 If he/she resigns; or
8.2 If he/she is found to be a lunatic or becomes of unsound mind; or
8.3 If he/she is found to be unfit or incapable of acting as a member of the Executive Committee
      as determined by a simple majority of the members of the Executive Committee; or
8.4 If his/her estate is sequestrated, or if he/she publishes notice of his/her intention to surrender       his/her estate as insolvent, or if he/she makes an application for an administration order in       respect of his/her debts; or
8.5 If he/she commits an act of insolvency as defined in the Insolvency Act (Act no. 24 of 1936)       or if he/she makes and purports to make an arrangement or composition with his/her       creditors; or
8.6 If he/she becomes disqualified in terms of the Companies Act (Act no. 61 of 1973) (or any       amending or substituted legislation) from acting as a Director of a Company; or
8.7 If he/she is convicted of any crime involving dishonesty; or
8.8 If he/she fails to attend three consecutive meetings of the Executive Committee without an       apology, or under circumstances which are not acceptable to the Executive Committee, unless       his/her absence from such meetings is condoned by the other members of the Executive       Committee; or
8.9 On the death of such member.

9. POWERS AND DUTIES OF EXECUTIVE COMMITTEE
9.1    The power and duties of the Executive Committee shall be:
9.1.1 To implement and generally give effect to the objects, decisions and policies of the Chamber         and of the South African Chamber of Business and of the AHI in so far as is compatible with         the normal practice of the Chamber.
9.1.2 To determine any other business that may be considered at the Annual General Meeting or         other General Meeting.
9.1.3 To prepare the financial statements of the affairs of the Chamber for submission to Members          at the Annual General Meeting.
9.1.4 To open and operate an account or accounts with a registered bank or financial institution.
9.1.5 To invest, dispose of or otherwise deal with any of the Chamber’s assets including          movable, immovable, corporeal and incorporeal, cash and other assets, inclusive, without          limitation to the generality of the afore going, the utilisation of any such assets by way of          security, or the exchange, sale or leasing thereof.
9.1.6 To engage and dismiss staff and to determine conditions of service of staff.
9.1.7 To transact the business of the Chamber.
9.1.8 To incur and settle debts and other obligations in its own name and to engage in legal           proceedings.
9.1.9 To do all such other things as it may deem to be in the interests of the Chamber or any of its          members with due regard to the objects of the Chamber.
9.1.10. To appoint the Auditors of the Chamber and fix their remuneration.
9.1.11. To delegate in its sole discretion any of the above powers and duties.
9.1.12 To represent the Chamber in all legal proceedings.

9.2 Powers and duties of the Management Committee.
     The Management Committee shall deal with the day to day activities of the Chamber
     subject to:
9.2.1 The decisions and policies of the Chamber and of the South African Chamber of Commerce          and Industry and the AFrikaanse Handels Institute in so far as is compatible with the normal          practice of the Chamber.
9.2.2 To implement the decisions of the Executive Committee.
9.2.2 To deal on an interim basis with any problems which may arise in the running of the affairs          of the Chamber subject to confirmation or actions by the Executive Committee

10. PROCEEDINGS AT MEETINGS
10.1 Unless otherwise specified herein or otherwise determined by the meeting concerned, all          proceedings at meetings (including General Meetings and Executive Committee Meetings)          shall be conducted in accordance with normal practice.
10.2 All motions shall be proposed and seconded.
10.3 Voting, unless a ballot is demanded by any member, shall be by a show of hands and          motions shall be carried by a simple majority and each member shall be entitled to one vote          only on each motion.
10.4 Should there be an equality of votes a motion shall not be carried save that in Executive         Committee proceedings the Chairman shall have a casting vote.

11. OFFICE BEARERS
11.1 The Office Bearers of the Chamber will be in accordance with Annexure “A” (Executive          Committee). Annexure “B” (Management Committee).
11.2 The President who shall unless otherwise determined at the meeting concerned, also be          Chairman at any General Meeting or Executive Committee meeting. The President shall not          remain in office for a period in excess of two consecutive terms, unless the Executive          Committee decides in the interest of the Chamber to extend the President’s term for the          maximum of one additional term.
11.3 The Vice-President who shall, in the absence of the President be the Chairman at any General         Meeting or Executive Meeting.

12. JURISTIC PERSON (LEGAL PERSONALITY)
The Chamber will be a Juristic Person (Legal Personality) and may represent the Chamber in all legal proceedings.

13. CONVENING OF MEETINGS
13.1 Executive Committee
        The Executive Committee shall meet at least eight times per year at such times and venues as         it or the President or failing him as the Vice-President may determine.
13.2 Annual General Meeting
        The Annual General Meeting shall be held within three months of the end of the Chambers         financial year and shall be at such time and venue as the President, and failing whom the         Vice President, may determine.
13.3 A General Meeting may be called at any time by the President or in his absence by
       the Vice-  President, or by the Executive Committee or on a requisition in writing signed by        not fewer than twelve members specifying the purpose of such meeting, which shall be the        only business permitted to be conducted at such a meeting.

14. BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETINGS
Annual General Meetings shall consider, inter alia, the following:
14.1 The Annual Report and Financial Statements of the Chamber.
14.2 The election of the Executive Committee and Office Bearers
14.3 All motions properly proposed and other business which may arise.

15. NOTICE OF MEETINGS
15.1 Executive Committee
        At least seven days written notice or such shorter periods as the President may determine         shall be given for any Executive Committee Meeting.
15.2 General Meetings
        At least twenty-one days written notice shall be given of any General Meeting, provided         that not less than seven days written notice may be given if such shorter period is approved         in writing in advance by not less than two-thirds of Chamber members.
15. 3 Other Meetings
         At least fourteen days written notice or such shorter period as the Chairman of
        the meeting concerned or the President may determine shall be given.
15.4 Due notice shall for all purposes be deemed to have been given immediately upon delivery         thereof, which in the event of delivery by postage, shall be deemed to be the day of posting        of the notice.