The name of this Organization is The South African Pumps Cluster (“SAPC”), a Non Profit Organization, which will include Companies that Manufacture Pumps, Seals, Motors and Couplings within South Africa. The Cluster shall have an identity and exist distinctly independent of its members or office bearers. Any change in membership or office bearers shall not have any effect on the Clusters existence save as set out in clause 13. Dissolution
The Cluster membership comprised of companies who have a common intent to serve and revitalize Manufacturing of Pumps, Seals, MV Motors and Couplings in South Africa in conjunction with various governmental organisations and business in general, and will be administrated by a management team as set out in clause 7 of the constitution.
“Cluster” means the South African Pumps Cluster, which will incorporate relevant local Company manufacturers of pumps, motors, seals and couplings.
“Company” means a registered limited liability company, close-corporation, partnership or sole proprietor.
“Pumps” means a device for moving liquids/substances in a pipelines or pipeline system.
“Motors” means an MV Electric induction motor.
“Seals” means mechanical seals or gland packing including “o” rings and gaskets.
“Couplings” means any device used to directly couple a Pump to a Motor.
“Local” means within the borders of the Republic of South Africa.
“Member” means member of the Cluster who is fully and actively engaged in the Local Manufacture of Pumps, Motor, Seals and Couplings and are the legal owners of the IP rights of the products being manufactured and comply with The Dti threshold for local content.
“Manufacture” means the process of producing Pumps, Motors, Seals and Couplings by using locally manufactured parts, including castings and forgings, through to machining, assembly, testing of completed product. This excludes assembly of imported final machined components.
“Industry” means the industry in which the Members are engaged in the design and Manufacture of Pumps, Seals, Motors and Couplings in the Republic of South Africa.
Members are comprised of companies that have a common intent to serve and revitalise the South African Pumps, Seals, Motors and Couplings Industries. Thus the objectives of the South African Pumps Cluster are:
- Revitalise the industry through strategic capital investments, and world-class manufacturing, achieving the economies of scale to become globally competitive on cost thus increasing export potential.
- Increase productivity.
- Optimise supply chain localization via the development and upliftment of downstream suppliers.
- Strive to create transformation by promoting local manufacturing, which will create meaningful jobs as well as to foster black-owned businesses.
- Develop skills which would be required to develop the local manufacture of Pumps, Seals, Motors and Couplings.
- Develop new markets and promote exports.
- Designation by the DTI of approved product.
Membership is open to local manufactures with a production portfolio relevant to the South African Pumps Cluster. Members share a common goal and commitment to making a positive change in the industry it serves and has the relevant skills and experience to bring about such change. As such members agree to:
- Participate in the activities and functioning of the cluster to promote best practice manufacturing and competitiveness within the South African Pump Industry
- Actively participate in the cluster Coaching and Mentoring program
- Commit to the constitution, and code of ethics and conduct.
- Accept the problem resolution and appeal process.
- Agree to full compliance with the Competitions Act 98 of 1998 as amended from time to time.
Further to this all members agree to abide by the intent of the constitution and by joining the cluster will be deemed to accept these regulations and codes of practice that the South African Pumps Cluster has adopted.
- Effectively administer the day to day activities of the Cluster and ensure compliance with all Local Acts and regulations as may apply from time to time.
- Work with TLIU / the dti to profile the environment of the South African Pump Cluster Industries, profile and benchmark member companies.
- Investigate co-funding from government to support the Cluster activities.
- Work closely with other industry associations and clusters to survey the market for competent new downstream suppliers with appropriate skills and excess capacity.
- Collate and disseminate export opportunities and assist members to take South African products to the global market.
- Promote the Cluster through website, articles and the like.
- Provide a solid business network platform for cluster members
- Tackle any other key Cluster related issue.
The South African Pumps Cluster is self-organised through a structure composed of:
A steering committee comprising of:
- At least two Cluster champions at any time.
- Four Office- Bearers, who shall be members of good standing
- A Cluster treasurer.
- Specialist group leaders as needs may necessitate.
- Activity-specific steering committees and sub-clusters as and when needs necessitate.
7.1 Limitation of liabilities.
Office–bearers shall not be personally liable for any loss suffered by any person or organization as a result of an act or omission which occurs in good faith while the office–bearer is performing functions for and on behalf of the Cluster.
The Current Leadership team consists of a steering committee of 4 Office-Bearers plus an appointed Champion and a Deputy Champion and Treasure.
Election of Office-Bearers will take place at the AGM or EGM. A Champion will be nominated by the steering committee and approved by the AGM or EGM.
09. ANNUAL GENERAL MEETING
Notice of Annual General Meetings (AGM) will be given by the Cluster Champions, not less than 21 clear days’ notice to be given to all members.
- The AGM will receive a report from the Cluster Champions and a statement of the accounts.
- Elections of Cluster the management is to take place at the AGM.
- All members have the right to vote at the AGM.
- The Cluster Champions have the right to call Extraordinary General Meetings (EGMs) outside the AGM. Procedures for EGMs will be the same as for the AGM.
10. QUORUM, VOTES AND PROCEEDINGS
- Thirty percent (30%), but not less than five (5) members in good standing, shall form a quorum at the Cluster meeting.
- Questions arising for decision at any such meeting shall, unless otherwise provided herein, be decided by majority vote of sixty (60%) on a show of hands or motion duly seconded, or by ballot should the meeting so decide provided that, in the case of elections the candidates up to the required number having received the highest number of votes be declared elected. In the case of an equality of votes the Champion shall have the casting vote in addition to his/her deliberate vote. No proxy votes will be allowed.
- The proceedings of any meeting shall not be invalidated by reason of non-receipt of notice of any meeting.
- No Member shall be regarded in good standing nor have the right to vote nor be entitled to any of the benefits of membership if and so long as any subscription due is unpaid for a period exceeding three (3) months.
- The Champion, or in his/her absence, the Deputy Champion, shall preside at meetings. In the event of Champion and Deputy Champion being absent the Members present shall elect an acting champion.
- In the event of a quorum not being present, the matter to be voted on shall be brought to the next meeting.
- All matters shall be decided on motion.
- Minutes of meeting shall be taken at each meeting. Previous minutes shall be approved.
- All members of the Cluster shall be entitled to be represented at each meeting of the Cluster, either personally on by a duly accredited representative whose name shall be notified by the Member to the Administrator.
- Every Member of the Cluster, who’s in good standing, shall be entitled to exercise one vote at meetings of the Cluster. Such vote may be exercised by the representative nominated as above.
11. FINANCE AND MEMBERSHIP FEES
“SAPC” is a “Not for Profit Organization”, primarily funded by members, although there is an opportunity to apply for co-funding from government. The SAPC will not require a joining fee, however there will be annual subscription fee of Six Thousand Two Hundred rand (R 6 200.00) per annum for the first year. The SAPC through it Members will determine all future increases.
The Cluster’s property and or, income from membership fees or donation, are not distributable to its members or office bearers, except as reasonable compensation for services rendered.
Members or office- bearers have no rights in the property or other assets of the Cluster solely by virtue of their being members or office-bearers
All Cluster monies will be banked in a separate account held and administered by a member of good standing. A Treasurer will be nominated at the AGM and will be responsible for the finances of the Cluster. The financial year of the cluster will end on 31st December.
12. PROBLEM RESOLUTION AND APPEALS
It is the intention that all matters are dealt with constructively and swiftly. To this end there needs to be a mechanism to make a decision. The process is as follows:
All complaints should be presented and submitted in writing to the most local Cluster Champion.
Collectively the Cluster champions and Office -Bearers will meet to hear complaints within 21 days of a complaint being lodged. Collectively the Cluster champions and Office-Bearers have the power to take appropriate disciplinary action including the termination of membership.
The outcome of a disciplinary hearing should be notified in writing to the person who lodged the complaint and the Member against whom the complaint was made within 7 days of the hearing.
There will be the right of appeal to the Cluster champions following disciplinary action being announced. The Cluster champions should consider the appeal within 14 days of receiving the appeal.
For reasons of transparency, outcomes of hearings and appeals will be read out and decisions minuted at the next cluster meeting.
A resolution to dissolve The South African Pumps Cluster can only be passed at an AGM or EGM through a majority vote of the membership.
Should the Cluster be dissolved, any assets remaining after all its liabilities have been met must be transferred to another non-profit organiastion having similar objectives.
14. AMENDMENTS TO THE CONSTITUTION
The constitution will only be changed through agreement by majority vote at an AGM or EGM.
The South African Pumps Cluster hereby adopts and accepts this constitution as a current operating guide regulating the actions of members.
This constitution and amendments were approved and accepted at the Extraordinary General Meeting.
Dated.15 Day of July2016
Signed for the SAPC
E V Muller.