| Association Agreement / Constitution of the TPSA |
PLEASE NOTE Changes made to the Association Agreement / Constitution are highlighted and annotated with the relevant year in which they were inserted or altered. Original text is highlighted as shown |
Made and entered into by and between:
Technical Production Services Association
“Association incorporated under section 21” (the
Association)
and the Members
WHERE AS:
a) The ASSOCIATION has been incorporated under Section 21 of the Companies Act 61 of 1973
b) The parties hereto desire to conclude a written Association Agreement relating inter alia, to the membership, voting rights, income and property, code of practice of the ASSOCIATION and other related matters.
c) The Association Agreement shall be in addition to the Articles and Memorandum of Association prescribed by the Act.
1. Definitions
2. Main Object
9. Winding up, Deregistration or Dissolution
10. General
11. Committee
12. Management of the Association
13. Meetings
14. Amendment of Constitution and Rules
15. Inquiry into the Improper Conduct of a Member
16. Rules Governing Ad-hoc Committee's
17. Membership Fees
1. 1. DEFINITIONS: For the purposes of this agreement, unless the context indicated otherwise, the following terms shall have the meanings assigned to them hereunder:
1.1 "Association" Technical Productions Services Association incorporated not for gain under S21 of the Companies Act 61 of 1973.
1.2 T.P.S.A Technical Production Services Association
1.3 "Act"' Companies Act 61 of 1973
1.4 "Members" Corporate, Individual and Associate members
1.5 "Corporate member" a registered entity within the field of supply of technical services for the production of events. e.g. Hiring equipment, hire of technical and support personnel, production consultancy.
1.6 "Individual member" - any person who is not a principal in an organisation that would qualify for any other type of membership. e.g. Freelance personnel, service company members (employees), non registered entireties, solo operators who do not qualify for corporate membership.
1.7 "Associate Member" - retailers, wholesalers, manufacturers, distributors - Must be in the field of selling, manufacture and distribution of equipment relevant to the production services industry.
1.8 "Corporate Employee
Member" - any person who is employed by an organisation that has
Corporate Membership in good standing. (AGM 2001)
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2. 2. MAIN OBJECT
The main objective of the ASSOCIATION which the ASSOCIATION and its MEMBERS will at all times strive to achieve is as follows:
2.1 To attract members of the Profession and to represent its MEMBERS in the promotion and advancement of their interest within the production services industry.
2.2
To promote the advancement of the knowledge and skills of its MEMBERS and
the production services profession.
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3. 3. CONDITIONS OF MEMBERSHIP
3.1 Corporate MEMBERS must carry a minimum of R1 000 000 - 00 (ONE MILLION RAND) in public liability insurance.
3.2 INDIVIDUAL MEMBERS must be in the field of supply of technical services for the production of events.
3.3 ASSOCIATE MEMBERS must be in the field of selling, manufacture and distribution of equipment relevant to the production services industry.
3.4
ALL MEMBERS agree to adhere to and practice the ASSOCIATIONS code of
practice and ethics.
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4. 4. CODE OF PRACTICE AND ETHICS
The members agree as follows:
4.1 To fulfill the ASSOCIATION'S main objective;
4.2 To promote and encourage the dignity of the ASSOCIATION;
4.2 To have the utmost regard to public interest and safety;
4.4 Adhere to international ethical and safety standards;
4.5 Not to claim undue commission, credits in work performed and undertaken by others;
4.6 To always act with the utmost good faith when dealing with each other and with members of the public;
4.7 To adhere to standard business practices relating to the Production services Industry;
4.8 To be honest and transparent in business dealings;
4.9 Uphold all warranties and guarantees in delivery of service.
4.10 Not to criticize or denigrate members active in the industry in such matter as to bring the industry or the ASSOCIATION into disrepute;
4.11 Maintain full and proper insurance cover for all business activities;
4.12 Encourage cooperation amongst members and other industry professionals;
4.13 Provide the highest quality of service to customers;
4.14 To display and advertise membership of the Association;
4.15
To continually strive to improve service to clients by studying and adopting
new developments and trends in the industry.
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5. 5. VOTING RIGHTS
5. 1 A CORPORATE MEMBER shall be entitled to elect three designated appointees who collectively shall have three votes.
5.2 An INDIVIDUAL MEMBER shall be entitled to have one vote.
5.3 An ASSOCIATE MEMBER has no voting status.
5.4 A CORPORATE EMPLOYEE shall
have no voting status. (AGM 2001)
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6. 6. INCOME AND PROPERTY
6.1 The income and property of the ASSOCIATION shall be applied solely towards the promotion of its main object.
6.2
No portion of such income and property may be paid or transferred, directly,
by way of dividend, bonus or otherwise, to the MEMBERS, or to any holding
company or subsidiary should such a company later by formed by agreement between
the MEMBERS.
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7. 7. REMUNERATION TO MEMBERS
7.1 An elected officer or member of ASSOCIATION shall be entitled to such remuneration paid to him/her in good faith in respect of any lawful services rendered and out of pocket expenses incurred in the business of the ASSOCIATION. Such remuneration shall not constitute payment by way of a dividend or bonus
7.2
The remuneration paid to the elected officer or member must be a reasonable
amount, which amount must be agreed to by the MEMBERS.
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8. 8. POWERS OF THE ASSOCIATION
8.1 The ASSOCIATION may:
8.1.1 Purchase or acquire in any way stock-in-trade, plant, machinery land, buildings, and agencies.
8.1.2 FORM and have an interest in any company, companies or associations having the same or similar objects to the ASSOCIATION for the purpose of acquiring the undertaking or all or any of the assets or liabilities of that company, companies or associations or for any other purpose which any seem, directly or indirectly calculated to benefit the ASSOCIATION, and to transfer to any such company, companies or associations the undertakings of all or any assets or liabilities of the ASSOCIATION.
8.1.3 Amalgamate with other companies or associations having the same or similar objects to the ASSOCIATION provided the unanimous consent of the MEMBERS is obtained to this effect.
8.1.4 Take part in any management, supervision and control of business operations of any other association or business having the same or similar objects as the ASSOCIATION and to enter into partnership having the same or similar objects as the ASSOCIATION;
8.1.5 Remunerate any person or persons in cash or otherwise for services rendered in its formation or in the development of its business.
8.1.6 Invest money with the purpose of using such investments to pursue the main objects of the ASSOCIATION;
8.1.7 To open and operate trust banking accounts.
8.2 The ASSOCIATION shall not:
8.2.1 Have the power, save with approval by special resolution of its MEMBERS, to alienate, cede or encumber any of its property whether movable or immovable.
8.2.2
Be entitled to distribute in any manner whatsoever any of its assets amongst
the MEMBERS.
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9. 9. WINDING UP, DEREGISTRATION OR DISSOLUTION
9.1 Upon its winding up, deregistration or dissolution the assets of the ASSOCIATION remaining after payment of all its liabilities shall be given or transferred to some other association(s), or institutions having some similar objects to its main object.
9.2 The beneficiary association(s) or institution(s) are to be determined by the MEMBERS at or before the time of its dissolution.
9.3
In the event of the MEMBERS failing to reach agreement in regards hereto,
the decision must be made by the High Court of South Africa.
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10. 10. GENERAL
10.1 If there is a conflict between the terms of this Agreement and the Memorandum and Articles of Association, the terms of this Agreement shall apply.
10.2 In the event of any conflict between this Agreement and the ACT, this agreement shall, where legally permissible, prevail and where impermissible, the ACT shall prevail and its appropriate provisions shall be deemed to be substitute herein, mutatis mutandis.
10.3 This Agreement shall be binding upon all members.
10.4 In the event of any MEMBER resigning from the ASSOCIATION, any membership fees paid by him or it shall be forfeited to the ASSOCIATION.
10.5 This Agreement may only be amended in writing by all the parties hereto.
10.6
In the event of any dispute between the MEMBERS arising out of this AGREEMENT,
the parties agree that such dispute shall be referred to the High Court of
South Africa for resolution.
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11. 11. COMMITEE
Executive Committee:
The Executive Committee shall consist of a Chairperson,
a vice-chairperson, a treasurer and a nominated secretary as well as five
(5) elected full members. The Executive Committee shall therefore consist
of nine members in total.
The Executive Committee shall consist of a Chairperson, a vice-chairperson, a treasurer, as well as six (6) elected full members: marketing (x2), health and safety (x2), training and education (x2). The Executive Committee shall therefore consist of nine (9) members in total.
Thus the full Committee of the Association shall also consist of these nine members. (AGM 1999)
The Committee:
a.
The Committee of the Association shall consist of the Executive Committee
and a further six (6) full members representing health and safety portfolios.
a. a. The Committee of the Association shall consist of the Executive Committee of nine (9) members in total. (AGM 1999)
b. b. The Committee shall be elected by ballot and shall continue in office until their successors are elected by postal or general meeting. The chair, vice-chair, and treasurer shall be elected for a maximum period of two (2) years .An administrator shall be nominated by the Committee and paid an honorarium by the association. The administrator shall be the only paid employee of the Association. To create health & safety representation in the various disciplines of the association a further (6) full members shall be elected as Committee members to report directly to the Executive Committee. Thus the full Committee of the Association shall consist of 15 members.
The six additional members shall represent disciplines such as:
a) a) SOUND and AUDIO RE-ENFORCEMENT
b) b) LIGHTING
c) c) STAGECRAFT; incorporating scenery building, stage construction, flying and rigging systems
d) d) VIDEO PROJECTION
e) e) PYROTECHNICS AND LASER TECHNOLOGY
f) f) VENUE SAFETY AND SECURITY
c. c. The Executive Committee shall have the power to fill any vacancy that may occur in the Committee itself, provided such a vacancy shall not be that of the Chairperson. In the event of the position of the chairperson becoming vacant, then a Special General Meeting shall be called for an election.
d.
d. Any member of the Association
may be invited to address a Committee Meeting to report on their findings
relevant to the association.
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12. 12. MANAGEMENT OF THE ASSOCIATION
12.1 All the business and affairs of the Association shall be controlled by the Executive Committee. Such Committee shall have full power and authority to carry out all the objectives of the Association, except where such powers are expressly reserved to a General or Special General Meeting, including the power to make rules and bylaws for the general day to day management of the Association and the procedure to be followed at meetings.
12.2 In addition, but without prejudice to its general authority, the Executive Committee shall have authority:
12.2.1 To invest the funds and assets of the Association in securities nominated by it and to deal with such investments at its discretion.
12.2.2 To decide what amounts of the funds shall be invested and what amounts should be retained for administrative and other expenses.
12.2.3 To deposit any funds with a bank or other financial institution selected by it in the name of the Association.
12.2.4 To grant an honorarium to the Secretary of the Association.
12.2.5 To employ any person in the interest of the Association and remunerate him accordingly.
12.2.6 To register the name, the Constitution and rules of the Association.
12.2.7
To appoint an auditor to report upon the accounts of the Association and remunerate
him accordingly.
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13. 13. MEETINGS
13.1 COMMITTEE MEETINGS
13.1.1 The Executive Committee shall meet at least once (1) every month at a place and time notified to the members by the Secretary. The full committee shall meet at least every second month.
13.1.2 The Chairperson of the Association shall be the Chair of the meeting but in the event of his being unavailable, the meeting shall be chaired by the vice chair. The Chairperson of the meeting shall remain in the chair until the conclusion of such meeting.
13.1.3 Fifteen (15) members of the Association shall form a quorum at a General meeting.
13.1.4 Five
(5) members shall form a quorum at an Executive committee meeting.
13.1.4 Four (4) members shall form a quorum at an Executive committee meeting. (AGM 2000)
13.1.5 All Committee members shall be entitled to one vote only during Committee meetings.
13.1.6 The Chairman shall have a casting as well as a deliberate vote.
13.1.7 The Secretary shall be entitled
to one vote only at the Committee Meetings.
13.1.7 The Administrator shall be entitled to one vote only at the Committee Meetings.(AGM 2001)
13.2 SPECIAL GENERAL MEETING
The Executive Committee may at any time, if it deems it necessary call a Special General Meeting.
A Special General Meeting shall be convened and conducted in the manner provided for in the Annual General Meeting.
13.3 ANNUAL GENERAL MEETING
13.3.1 The Annual General Meeting of the Association shall be held not later than six months after the end of the Association's financial year which is 1 March to 28 February, on a day appointed by the Executive Committee at such a place in the Republic of South Africa or elsewhere as it may be decided.
13.3.2 The Administrator shall give each member of the Association at least 21 days notice of the meeting dated from the date of posting of the notice.
13.3.3 Every member of the Association shall be entitled to vote as per as the voting rights set out in the association agreement.
13.3.4 A majority of the votes of members shall decide any question except that of the reinstatement or expulsion of a member.
13.3.5 At the meeting, there shall be submitted an Annual Report embracing duly audited statements of account of the Association.
13.3.6 In the event of a resolution of the meeting being required as evidence for any purpose whatsoever, a copy thereof signed by the Chairperson or the Secretary may be accepted.
13.3.7 Members may exercise
limited proxy voting rights on behalf of members who are not able to attend
an Annual general Meeting or a Special General Meeting, providing that such
authority be recorded in writing and handed to the Executive Committee before
the commencement of the meeting. The maximum amount of proxy votes that
can be held by any member shall be limited to three votes. (AGM 2001)
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14. 14. AMENDMENT OF CONSTITUTION AND RULES
14.1 This Constitution may be amended
or added to at any Annual General Meeting, provided any member shall notify
the Secretary or the Executive Committee as such.
14.1 This Constitution may be amended or added to at any Annual General Meeting, provided any member shall notify the Administrator or the Executive Committee as such.(AGM 2001)
14.2
The Constitution may also be altered at any Special General Meeting called
for that purpose, provided at least twenty-one days notice is given to the
members.
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15. 15. INQUIRY INTO THE IMPROPER CONDUCT OF A MEMBER
15.1 The Executive Committee shall have the power to enquire into cases of improper conduct of which a member is alleged to have been guilty, and to impose in respect thereof, if found proved by them, the following:
15.1.1 Temporary suspension of membership for a specific period.
15.1.2 Expulsion from the Association
15.2 The Committee will require the complainant to file particulars of any such matter complained of in writing and may require the complainant to verify any part thereof by letter or personal representation before the Executive as well as the sub committee for health and safety relating to that discipline.
15.3
In the event of any dispute regarding the interpretation of any foregoing
clause, the interpretation of the Executive Committee shall be final and binding
without necessarily ascribing any reason for such decision.
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16. 16. RULES GOVERNING AD HOC COMMITTEES
16.1 The Executive Committee of the Association shall have authority to establish Ad Hoc Committees regarding specialized subjects or projects of the Association. Ad Hoc Committees remain in office until disbanded by the Executive Committee.
16.2 The Executive Committee appoints the members of Ad Hoc Committees.
16.3 The Executive Committee shall have authority to appoint the first Chairman of the Adhoc Committee.
16.4 All correspondence of an Ad Hoc Committees should be conducted through the Executive committee on the Association's official letterhead.
16.5 Ad Hoc Committees meet as often as necessary but prior approval must be obtained from the Executive Committees should such meetings involve expenses.
16.6
Ad-hoc Committees report to the Executive Committee Bi-monthly.
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17. 17. MEMBERSHIP FEES
Annual membership fees
shall be as follows:
CORPORATE
MEMBERS: 0 TO 5 Employees - R2500-00
6 TO 10 Employees - R3500-00
11 TO 19 Employees - R5000-00
20 Employees or more - R7500-00
Individual Member
- R165-00
Associate Member
- R750-00
Annual
membership fees shall be as follows and renewable in May:
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THUS DONE and SIGNED at _____________________this ________day of ________________ 20_____.
WitnessParties 1 __________________________________________________
2 __________________________________________________
3 __________________________________________________ |
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