Constitution

P.1

The Association is a body corporate capable of suing and being sued in its corporate name and of performing all such acts as are necessary for or incidental to the carrying out of its objectives and the performance of its functions.

P.2

In the Constitution and in the Bylaws, unless there is something in the subject or the context inconsistent therewith:

(a) Words importing the masculine gender shall include the feminine; and words importing the singular shall include the plural, and vice versa;

(b) The terms "Association" shall mean the South African National Association for Clear Air or National Association for Clean Air of South Africa;

(c) The term "Council" shall mean the Council of the Association as Constituted under chapter 4 of the Constitution;

(d) The term "Executive" shall mean the Executive Committee as defined in clause 4.4 of the Constitution;

(e) The term "Officer" shall mean an Officer of Council as defined in clause 4.5 of the Constitution;

(f) The words, "Air Pollution" and "Clean Air" shall encompass all subjects incidental to air quality;

(g) A chapter is a nationwide collection of members who are a sub-group of the Association and who are united by a common field of interest;

(h) A branch is a regional collection of members who are a sub-group of the Association and who are united by a geographical region.

P.3

The numbering of the clauses in this document is arranged as follows:

(a) Preamble and definitions - the capital letter P followed by a number and lower case letter in brackets from P.1(a) to P.4;

(b) Constitution - purely decimalised numbers from 1.1 to 10.3;

(c) Bylaws - a single capital letter followed by decimalised numbers e.g. A.1 etc.

P.4

The Constitution may only be changed by a General Meeting of the membership, while changes to the Bylaws may be effected by the Council.

A. The name of the Association is South African National Association for Clear Air or National Association for Clean Air of South Africa (Suid Afrikaanse Nasionale Vereniging vir Skoon Lug of Nasionale Vereniging vir Skoon Lug van Suid Afrika)

B. The Association shall:

a. exist in its own right, separately from its members.

b. be capable of owning property and other possessions.

c. continue to exist in spite of changes in membership and office bearers.

C. No Member or office bearer or Branch member of the Association has any rights over the funds or assets of the Association in his/her individual capacity.

A. To promote the cause of clean air in South Africa

B. To contribute towards the prevention of air pollution in South Africa by:

a. Encouraging public co-operation in activities necessary to produce and maintain clean air;

b. Providing a forum where opinions and viewpoints in connection with air pollution can be raised and discussed; and

c. Acting as a channel through which public and industrial opinions concerning air pollution problems may be communicated to regulatory authorities.

C. To accumulate and disseminate information on air pollution and its control by:

a. Maintaining liaison with bodies with common interests;

b. Promoting the education of the public and the youth;

c. Arranging meetings, symposia and conferences; and

d. Producing a journal.

D. To represent South African clean air interests both nationally and internationally.

E. Council, as set down in the Constitution and Bylaws, and where necessary with the approval of members at an Annual General Meeting, is authorised to do all it shall deem necessary to achieve the objectives of the Association.

A. Membership is open to all individuals, companies, firms, organisations and authorities interested in clean air; there shall be six classes of membership;

a. Individual Membership: Individual Members shall be persons of good character interested in accomplishing the objectives of the Association.

b. Company Membership: Company Members shall be industrial and commercial companies interested in accomplishing the objectives of the Association.

c. Local Authority Membership.

d. Statutory Body Membership: Statutory Body Members shall be statutory bodies, state-aided institutions and other formally-constituted non-profit making bodies including trade associations and employers' organisations, interested in the objectives of the Association.

e. Sustaining Membership: Sustaining Members shall be individuals, companies and other bodies who make a substantial annual contribution to the work of the Association.

f. Honorary Membership: Honorary Members shall be individuals who have attained eminence in some field related to air pollution and/or who have rendered outstanding service to the Association.

g. A member shall be entitled to send one accredited voting delegate to meetings of the Association for every vote he holds, as determined in the Bylaws. The number of votes for each membership class may only be changed at a general meeting.

A. Subject to the Constitution and in conformity with the Bylaws, the management and control of the affairs of the Association shall be vested in a Council whose members shall hold office until their successors have been elected.

B. Council:

a. The President

b. The Vice-President

c. The Immediate Past President

d. Six ordinary members

e. Maximum Three Co-opted members

f. The Chairman of each Branch and Chapter Committee

g. Technical Director

C. Election of Council

a. Ordinary members of Council

i. Ordinary Members of Council shall be elected from among Individuals and Honorary Members as well as accredited delegates of all other classes of membership.

ii. All nominations for election to Council shall be proposed and seconded by any Member, such nominations to be accompanied by a signed acceptance of nomination by the nominee.

iii. Voting shall be done by mail under the supervision of the Administrator who shall report to the Annual General Meeting according to the Bylaws.

iv. In the event of an equal number of votes being recorded for two or more nominees, all of whom cannot be declared elected, the Council shall decide the result by a simple majority vote except that any member of Council who is such a nominee may not take part in the elimination vote.

v. Any vacancy on the Council caused by the death, resignation, dismissal or defection of any member, shall be filled by an appointee of the Council who shall serve out the remaining term of office of the member he replaces.

vi. All ordinary members of Council shall be elected for a period of two years, half of the members retiring at the end of each year. They shall be eligible for re-election.

b. Co-opted members of Council.

i. Council is empowered to co-opt from among the membership a maximum of three additional members.

ii. Co-opted members shall not have Council votes.

iii. Co-opted members may hold office if so elected by Council.

iv. Co-opted members shall automatically retire at the annual general meeting following their co-option.

c. Executive Committee of Council. Unless the Council elects otherwise, the Executive shall consist of the President, the Technical Director, the Vice-President and the Past president.

i. Three members shall constitute a quorum provided that the President or his nominee chairs the meeting.

d. Election of Officers of Council

i. The President

1. The President shall be elected by Council from its ordinary members before the Annual General Meeting.

2. No member shall be elected to the office of President unless he has served on the Council for at least the preceding nine months.

3. The President shall hold office for two years and may not be re-elected immediately to the same office.

ii. The Vice-President

1. The Vice-President shall be elected by Council from its ordinary members before the Annual General Meeting.

2. No member shall be elected to the office of Vice-President unless he has served on the Council for at least the preceding nine months.

3. The Vice-President shall hold office for two years and be eligible for re-election.

iii. The Immediate Past President. This is a non-elective appointment as it is automatic. The appointment shall apply until a new President is elected, at which time the retiring President shall become the Immediate Past President.

iv. The Technical Director The appointment of the Technical Director will be subject to the Employment Contract agreed by the Council and reviewed annually. The Technical Director would be an ex officio member of Council and entitled to vote at meetings.

v. The Administrator The appointment of the Administrator will be subject to the Employment Contract agreed by the Council and reviewed annually

vi. The Honorary President

1. The Honorary President may be elected by Council.

2. The Honorary President shall hold office until another is elected.

e. Bylaws

i. Council may promulgate Bylaws which must be consistent with the provisions of the Constitution, for the conduct of the business and management of the affairs of the Association.

ii. Such Bylaws may at any time be added to, repealed or amended by Council, provided that notice of the intention to move any such change to the Bylaws is included in the notice convening the Council meeting concerned, and provided further that not less than two thirds of the voting members of Council vote in favour of such change.

iii. All members shall be notified within two months of any alterations to the Bylaws effected by Council.

A. Entrance fees and/or annual subscriptions shall be determined by Council and be approved at a General Meeting.

B. The financial affairs of the Association shall be under the control of Council through the Administrator and shall be conducted by means of a banking account.

C. All withdrawals from banking accounts shall require any two of three signatures of Members appointed by Council for this purpose.

D. Council is empowered to invest funds.

E. Council is empowered to disburse funds in accordance with the objectives of the Association.

F. The Association's accounts will close as at 30 June of each year and shall be subject to an annual audit by accredited auditors appointed by Council.

G. A statement of the accounts of the Association for the preceding financial year shall be presented for approval at each Annual General Meeting.

H. The Council in administering the funds of the Association is presumed to be acting as the Association's agent and its members will not be personally liable for the debts of the Association unless they have acted in bad faith or exceeded the powers conferred on them by this Constitution.

I. The liabilities of members of the Association are limited to any unpaid fees and subscriptions.

J. The Association may not give any of its money or property to its members or office-bearers, excepting where it pays for work that a member or office bearer has carried out for the Association. Such payment should be consistent with the work that has been carried out

A. A General meeting known as the Annual General Meeting shall be held at a place and date decided upon by Council, provided that it shall take place within three months of the end of the financial year.

B. Special General Meetings

a. At a special general meeting only such business as that defined in the notice convening the meeting shall be transacted.

b. Council may, at any time, convene a special meeting.

c. Council shall convene a special general meeting as soon as is practical after receipt of a written application signed by not less than 25 members, provided that such application specified the business for which the meeting is required.

C. All members shall be entitled to vote at any of the Association's general meetings, according to their number of votes detailed in the Bylaws.

D. Suitably signed postal and proxy votes shall be allowed at all general meetings.

E. Notices convening all general meetings shall be dispatched to members at their registered addresses not less than one month prior to the date decided upon for such meeting.

A. Council may establish a chapter or a regional branch upon receipt of representations from Members concerned.

B. Each branch and chapter shall elect a Committee to control its activities in line with the Constitution and Bylaws.

C. Each branch and chapter will appoint a Chairman, Vice-Chairman and Secretary.

D. In the event of the dissolution of a branch or chapter any funds or assets of such a branch or chapter shall be applied in a manner to be directed by Council.

A. Changes to this Constitution may only be made at an Annual General Meeting or at a special General Meeting called for this purpose.

B. Proposed changes may be submitted by -

a. Council

b. Any three members, such submission to reach the Administrator not less than two months prior to the meeting in question.

C. The Administrator shall circularise such proposed changes to all members together with the notice convening the meeting.

D. A meeting may adopt any proposed change or may adopt it after amendment by a minimum vote of at least two thirds of Individual and Honorary Members and accredited delegates present, postal votes and proxy votes.

E. A proposed change which is carried becomes effective immediately, and the Administrator shall notify all members of such change within two months.

In the event of any ambiguity as to the meaning of any portion of the Constitution and of its Bylaws, the interpretation of Council, as supported by at least two-thirds of its full membership, shall be binding upon its members.

A. Council shall have the power to dissolve the Association provided that:

B. All members be circularised regarding such intention at least two months prior to the intended date of dissolution, such notice to include appropriate postal ballot forms.

C. All members shall be entitled to vote.

D. Not less than two-thirds of the responding votes are in favour of dissolution.