The Mission of SABA

Statement of Purpose of the Association

The Southern African Biofuels Association (SABA), as a non-profit organization, aims to facilitate the establishment of a viable biofuels industry in Southern Africa.

SABA promotes the sustainable production and use of quality biofuels in Southern Africa. Biofuels are defined as renewable fuels (eg. bioethanol, biodiesel, biogas) generally produced from agricultural crops or organic matter.

As a partnership organization to the agricultural industry, science and technology as well as the liquid fuel sectors, SABA will provide information and expertise to role-players in the private, governmental and educational sectors who are interested in pursuing biofuel initiatives.

The focus of SABA will be promoting the public awareness of the advantages of biofuels, the implementation of standards for the industry and their products, as well as the development of a business environment conducive to the biofuels agri-industry.

Memorandum of Association

Memorandum of Association of the Southern African Biofuels Association (SABA)

1. The name of the company is SOUTHERN AFRICAN BIOFUELS ASSOCIATION, incorporated association not for gain, Reg No. 2005/029243/08.
2. The registered office of the Company will be situated at:
   
   Southern African German Chamber of Commerce and Industry
   47 Oxford Road
   Forest Town, 2193
   Johannesburg
   South Africa
   
3. The main objectives of the SABA are:
1. To promote and foster the production, distribution and sale of biofuels in Southern Africa.
2. To promote and foster supply chain efficiencies.
3. To promote and foster the cooperation between the biofuels and the mineral energy industries.
4. To promote and foster the dissemination of information to, from and between its members.
5. To promote and foster the interests of its members amongst non-affilitated, non-government and government institutions.
6. To remain non-political without any affiliations or connections, direct or indirect, with any political body, party or organisation.
4. The main functions of the SABA are:
1. To charge such fees and to raise funds to finance the services rendered for the SABA’s members, as and when deemed necessary.
2. To establish offices in the Republic of South Africa, and in such other place or places as and when deemed necessary.
3. To establish and maintain a Board of Directors and to appoint and dismiss staff outside of the Board of Directors as and when deemed necessary by the Board of Directors.
4. To purchase, acquire, sell, exchange and dispose of equipment and/or motor vehicles required to conduct the SABA’s operations as and when deemed necessary by the Board of Directors.
5. To organise, conduct, manage and operate either alone or in conjunction with others, trade fairs, exhibitions, symposia, lectures and advertising campaigns in Southern African Countries as well as in such other countries as and when deemed necessary by the Board of Directors.
6. To invest any money not immediately required for the SABA purposes in such manner as deemed appropriate by the Board of Directors.
7. To borrow money for any of the SABA purposes and to secure the repayment in such manner as deemed appropriate by the Board of Directors.
8. To join by affiliation or otherwise with organizations engaged in similar work.
9. To do all such other things as are incidental or conducive to the attainment of the SABA’s main objectives.
10. The income and property of the Association whensoever derived shall be applied solely towards the promotion of the main objectives of the SABA as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise to the SABA members, provided that nothing herein contained shall prevent the payment or remuneration in good faith to any office bearer or employee of the SABA or to any member thereof in return for any service actually rendered to the SABA.
11. If, upon winding-up or dissolution of the SABA, their remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the SABA, but shall be given or transferred to some other institution/s having objectives similar to the objectives of the SABA or shall be donated to charitable organisations, the recipient of such funds to be determined by the SABA at or before the time of dissolution, and in default thereof by the rules and regulations of the Republic of South Africa.
12. The liability of individual members of the SABA is limited to individual guarantees signed by such individual members of the SABA.

Articles of Association

Articles of Association of the Southern African Biofuels Association (SABA)

Preliminary

The Standard Articles of Association as contained in Table ”A” of Schedule 1 to the Act shall not be applicable to this Association; whose Article of Association shall be set out hereunder.

Interpretation

1. In these Articles, unless the context clearly otherwise indicates:
1. "The Act" means the Companies Act, 1973, as amended;
2. "SABA" means this Southern African Biofuels Association;
3. "The Board of Directors" means the Board of Directors of the SABA;
4. "Chief Executive Officer" means the person appointed by the Board of Directors to oversee the administration and to run the affairs of the SABA;
5. "Member" means any person, company or association who has been admitted as a member of SABA in the terms of these Articles of Association;
6. "Chairman" means the Chairman of the Board of Directors of the SABA;
7. "Director" means a Director of the Board of Directors of the SABA;
8. "Section" means one of the following SABA membership groupings; (1) biomass producers groups, (2) biofuel producer groups and supporting industries and (3) biofuel distributors and service providers.
2. All words and expressions
1. contained in these Articles with the exception of those defined, shall bear the same meanings mutatis mutandis as are assigned respectively to them by the Act, as amended from time to time;
2. signifying the singular number shall include the plural and vice versa and those importing the masculine gender shall include the other genders and bodies corporate.

Admission to membership

3. Any individual, firm, company or association that is associated with (1) biomass production, (2) biofuel production and its supporting industries and (3) biofuel distributors and their service providers or (4) anybody wishing to promote the objectives of the SABA is eligible for membership.
4. Application for membership is to be made in writing to the Chief Executive Officer for consideration at the next meeting of the Board of Directors. The Board of Directors may decline membership to any applicant, notwithstanding his willingness and ability to comply with any of the appropriate qualifications and obligations attached thereto. In such circumstances, the Board of Directors shall be under no obligation whatsoever to divulge or justify any of the reasons for its decision.
5. When an applicant has been accepted for membership by the Board of Directors, the Chief Executive Officer shall send the applicant written notice of this fact and a request for payment of an annual subscription fee. On receipt of payment by the SABA, the applicant shall become a member of the SABA. If such payment is not made within two (2) calendar months after the date of SABA sending the notice, the Board of Directors may in its discretion, cancel its acceptance of the applicant’s application for membership to the SABA.
6. Honorary Membership may be conferred upon any individual in recognition of meritorious service to the public or the SABA. The election of an honorary member shall require a unanimous affirmative vote of the Board of Directors. Honorary members shall have the same rights and duties as members but shall not be liable for any subscription or any membership fee.
7. Any person, company or association admitted to membership of the SABA shall be deemed to have agreed to be bound by the Memorandum of Association and the Articles of Association and by any rules or regulations of the SABA in force at that time.

Rights and Duties of Members

8. A member shall be entitled to receive notices of all general meetings of the SABA and shall be entitled to be heard and to vote on each resolution considered by the meeting and to make use of all generic services offered by the SABA as determined by the Board of Directors.
9. A member may request the SABA to undertake any special task, at the discretion of the Chief Executive Officer and subject to the availability of resources, whereby the SABA shall be entitled to recoup its costs in attending to any such special task.
10. The rights of each member shall be personal and shall not be transferred or assigned and shall cease on the death of the member, and in the instance of a firm, company or association, on dissolution or winding up thereof.
11. All members who are not honorary members shall be liable for payment of an annual subscription fee in accordance with the rate applicable to their membership class as defined and determined from time to time.
12. Annual subscriptions shall be due and payable in advance before the first day of January of each year.

Termination of Membership

13. A member shall have the right to terminate his SABA membership only on the first day of the following calendar year by giving written notice of termination to the Chief Executive Officer on or before 31 October of the year prior to the year in which his membership is to be terminated.
14. Membership of the SABA shall be terminated automatically when the member:
1. Is issued a final order of sequestration or liquidation.
2. Dies or is legally declared incapable of managing his own affairs.
3. Fails to comply with any SABA membership obligations upon expiration of a period of three (3) months from the date the SABA sent written notice to the member concerned requiring the remedy of the member’s default, as determined by the Board of Directors, save that the Board of Directors shall be entitled to extend the period of grace allowed to a particular member at its discretion.
15. Membership may be suspended or a member may be expelled by the Board of Directors for conduct prejudicial to the interests of the SABA provided a majority of the Board of Directors on a show of hands agree to such action before and after the member concerned has been (1) notified in writing of this pending action and (2) given the opportunity to make representation in person or in writing with respect to the resolution within twenty-eight (28) calendar days after receiving such notice, within which time the Board of Directors shall meet to consider such representation.

Register of Members

16. The Chief Executive Officer shall maintain a current register of members inclusive of contact details appropriate to which notices are given.

Annual General Meeting

17. The Annual General Meeting of the SABA shall be held every calendar year within six (6) months after the expiration of the financial year of the SABA at such time and place as determined by the Board of Directors.
18. The purpose of the Annual General Meeting of the SABA shall be for the election of the Board of Directors, consideration of the annual financial statements, the appointment of an auditor, consideration of the annual budget, consideration of fees applicable to membership classes and for any other business.
19. The financial year for SABA shall be from 1 January to 31 December in each calendar year.

Special General Meetings

20. Special meetings of the SABA may be called by the Board of Directors or upon written request by more than thirty (30) members.

Notices

21. Any notice given by SABA to any member shall be given in a manner as determined by previous resolution of the SABA and shall specify the place, the day and the time of the meeting.
22. All SABA meetings shall be called in writing by not less than fourteen (14) calendar days' notice.

Minutes of Meetings

23. At all SABA meetings, including Board of Directors’ meetings, the Chief Executive Officer or his appointed agent shall minute:
1. the names of all members of the SABA present
2. the proceedings at the meeting.
3. the appointment of any office bearers.
4. the passing of any resolution.
24. Such minutes adopted shall be signed by the Chairman of the SABA or chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting.
25. Any member of the SABA is entitled to view the minutes of any official SABA meeting.

Proceedings at General Meetings

26. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. A quorum shall be constituted if more than fifty (50) percent of members are either present or have submitted a written apology or have submitted a written proxy to the Chief Executive Officer prior to the meeting. If a quorum is not present within half an hour of the appointed time the meeting shall be adjourned to such date as the chairman of the meeting may decide, provided it shall be within twenty-eight (28) calendar days after the original meeting, and if at such adjourned meeting a quorum is still not present within half an hour after the appointed time, the members present or by proxy shall be a quorum.
27. Members of the SABA that fail to (1) attend, (2) submit a written apology or (3) submit a written proxy to the Chief Executive Officer prior to more than two general meetings shall at the Board of Director’s discretion be liable to have their membership terminated.
28. The Chairman of the SABA or Directors of the SABA shall preside as chairman at any general meeting of the SABA and if no member of the Board of Directors is present to act as chairman, the meeting shall elect a chairman from among the members present.

Voting

29. At any general meeting, a resolution put to the vote shall be decided on a show of hands or by a poll as demanded by the chairman or any two members and in a manner determined by the chairman, where the majority shall be conclusive evidence of the resolution outcome without proof of the number or proportion of the votes recorded in favour or against such resolution.
30. The following shall apply to votes of members:
1. On a show of hands, every member present in person shall be entitled to one vote.
2. On a poll, every member present in person or represented by proxy shall be entitled to one (1) vote, but no proxy shall be able to exercise more than three (3) votes being those of two (2) members who have appointed him as their proxy and his own vote.
31. The decision of the majority shall be binding except where a special majority is required by these Articles. In the case of an equality of votes whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a second or casting vote.

The Board of Directors

32. The Board of Directors shall consist of the Chairman representing SABA, three (3) Directors representing the three sections of the SABA and the Chief Executive Officer representing the administration of SABA as described in Figure 1.



Figure 1: SABA Board of Directors Structure
33. The Chief Executive Officer shall be appointed by the elected members of the Board of Directors for such period as deemed appropriate by the elected members of the Board of Directors and on such terms as determined by the elected members of the Board of Directors. The Chief Executive Officer shall be an ex-officio member of the Board of Directors with voting rights.
34. The Board of Directors may appoint any person to serve in committees for promoting the interest of the SABA where the Chairman shall be an ex-officio member of all committees but each committee shall elect its own chairman. The Board of Directors may delegate to such committees its powers as may be considered necessary for the fulfilment of its duties and the committee shall in all cases submit its reports and recommendations to the Board of Directors at its next meeting for consideration or approval.

Election

35. Any individual member or representative of a corporate member of the SABA who has been nominated by any member of the SABA shall be eligible for election as Chairman of the SABA.
36. Any individual member or representative of a corporate member of a specific section of the SABA who has been nominated by any member of that same section of the SABA shall be eligible for election as Director of that same section of the SABA.
37. Elections shall take place in the following manner:
1. Nominations for Chairman and Directors shall be in writing, signed by two members of the SABA and the nominee and shall be submitted to the Chief Executive Officer at least seven (7) days prior to the start of the Annual General Meeting at which such election is to take place.
2. If the number of nominations for Chairman and the respective Directors does not exceed the number of vacancies for such offices, then the nominees shall be considered duly elected.
3. If the number of nominations for Chairman and the respective Directors exceeds the number of vacancies for such offices, then ballot papers shall be distributed at the meeting where all members shall be entitled to vote for any number of nominated candidates for Chairman but only members of a particular section shall be entitled to vote for any number of nominated candidates for the Director of the same section and those candidates with the greatest number of votes shall be considered duly elected.
38. The term of office bearers shall be two (2) years with a maximum number of two (2) consecutive terms.

Powers and Duties

39. The Chairman and Directors shall, by way of their election, respectively represent the SABA and corresponding sections of the SABA.
40. Members of the Board of Directors and employees of SABA shall be indemnified against any liability arising out of the execution of their official SABA duties.

Termination of Office

41. Office bearers may resign after consideration and acceptance by a duly constituted Board of Directors meeting.
42. An office bearer may be removed from office by resolution of the members of the SABA at a special general meeting.
43. Any office bearer vacancy may be filled by a person appointed by the Board of Directors and such person shall hold office until either he is duly elected at a special general meeting or he is duly elected at the next Annual General Meeting.