Terms of Reference of the Environmental Goods and Services South Africa Forum (“The EGS Forum”)

Interpretation

In this document the following terms shall have the following meanings:

"Environmental Goods and Services" or "EGS" means the environmental goods and services industry which consists of activities which produce goods and services to measure, prevent, limit, minimize or correct damage to water, air and soil, as well as problems related to waste noise and eco-systems, and the procurement of such services and goods.

“Environment” (Ref: National Environmental Management Act 1998) means the surroundings within which humans exist and that are made up of—
(i) the land. water and atmosphere of the earth:
(ii) micro-organisms, plant and animal life:
(iii) any part or combination of (i) and (ii) and the interrelationships among and between them: and
(iv) the physical. chemical, aesthetic and cultural properties and conditions of the foregoing that influence human health and well-being:

4    The THE EGS FORUM shall in the pursuance of its objects have such powers as are normally associated with an unincorporated legal entity under the common law.

5    However, the intention at all times will be to limit the amount of time and other resources spent on administering the EGS FORUM.

• In this regard the elected office bearers will for the time being serve without financial compensation, stipends or the reimbursement of costs unless otherwise decided by the Executive Committee .
• The organisation will as far as possible avoid the appointment of salaried personnel;
• The organisation will as far as possible operate as a virtual entity and will as far as possible avoid overhead expenses like rental, electricity, salaries, etcetera.
• Wherever possible, donations will be received in kind (for example the provision of free services) rather than in money.

6    Membership is open to any person or entity that meet the following criteria:

• any private sector legal entity or individual engaged in the Republic of South Africa in the EGS sector.
  
• Any public sector entity involved in the EGS Sector
  
• Any arm of government or any government body involved in the EGS Sector.

7    Parties that comply with membership criteria will automatically become members upon paying the requisite amount and filling in the requisite documentation. All applications for membership will be circulated by email and 30 days will be allowed for objections by existing members. If no objections are received, the applicant will automatically become a member and be so informed by the secretary. If objection is received, the matter will be decided by the Executive Committee  (“EC”) within 30 days thereafter. Written reasons will be provided if the application is refused and will be in the public domain.  

8    Any ordinary member who ceases to be eligible for membership in terms of this Constitution shall withdraw from the EGS FORUM within three months of ceasing to be eligible for membership. One month's notice, in writing, shall be given to the Secretary of such member's intention so to withdraw from the EGS FORUM, and, upon the expiry of the notice, the member concerned shall cease to be a member. Any member who, having ceased to be eligible for membership, does not so withdraw from the organisation may be excluded from the organisation by resolution of the Executive Committee  and shall thereupon cease to be a member.

9    Any member who, having been given notice, in writing, by the Secretary of the amount of any subscription due by such member and of the date on which such subscription is payable, fails to pay the amount concerned within six months of that date, may be excluded from the EGS FORUM by resolution of the Executive Committee  and shall thereupon cease to be a member.

13    Any member who has infringed the provisions of these Articles or of any by-laws passed by the EGS FORUM, or being, in the opinion of the Executive Committee , guilty of any practice or proceeding likely to bring discredit upon the EGS FORUM, may be excluded from the EGS FORUM by resolution of the Executive Committee .

14    Any member who has been excluded from the EGS FORUM by resolution of the Executive Committee shall be notified immediately by the Secretary, in writing, of the Executive Committee ’s decision and the reasons therefor, with such particularity as the EC shall decide, on which such member has been excluded.

15    Cessation of membership in terms of these Articles shall not release the member concerned from liability for any subscription or other amount due by the member to the EGS FORUM or from any other obligation to the EGS FORUM.

(b) the full names of the representative and alternate representative, if any, of each ordinary member; and

(c) the date on which each member is admitted to membership of the EGS FORUM and the date on which any member ceases to be a member and the reason therefor.

18    The Secretary need not be a member of the Forum but may be a person knowledgeable about EGS.  

19    Additional members may be co-opted onto the EC by the EC if the EC deems it necessary.

20    The members of the EC shall be elected by the Steering Committee nominated at the founding meeting of the EGS, thereafter annually by majority vote at the Annual General Meeting of the EGS FORUM.

21    If the Chairperson and Vice Chairman are not present at any meeting the members present shall elect one of their number to be Chairperson of that meeting.

22    The EC may make decisions by round robin email and may have meetings by way of teleconference.

23    Five members of the EC shall form a quorum at any meeting of the Executive Committee.

24    The EC shall meet on such dates, at such times and in such format as may be determined by the EC. At least seven days' notice in writing of each meeting of the EC shall be given.

25    Notwithstanding the above a decision approved by email will not need to comply with any further formal requirements.

26    The EC will circulate the minutes of its meetings by email within 21 days after the meetings.

27    The EC shall have power to appoint at any time a representative of an ordinary member to fill a casual vacancy in the EC.

28    If a member of the EC resigns by giving notice in writing to the Secretary of such resignation or if a member of the EC ceases to be a representative of a member, such member shall cease to hold office as a member of the EC. A member of the EC may be removed from office by the EC upon being absent without excuse from three consecutive meetings of the SC.

29    At any meeting of the EC a decision shall be taken by a majority of the members present voting by a show of hands. The Chairperson shall have a deliberative vote but no casting vote.

30    The general administration and management of the EGS FORUM shall be vested in the EC which in addition to the powers expressly conferred upon it by this Constitution may exercise all such powers and do all such acts and things in the name of and on behalf of the EGS FORUM as may be exercised or done by the EGS FORUM.

31    The EC may nominate a member of the Forum to represent the interests of the Forum in other forums, including but not limited to:

(a) Governmental consultation

(b)    Sectoral conferences or meetings

A quorum of the EC will consider nominations for representatives and acceptance of such nominations on the basis of consensus. The nomination and acceptance will be captured in the minutes of the EC meeting.

The nominated representative is MANDATED to:
Represent the interests of the members of the the EGS FORUM

The nominated representative is NOT MANDATED to:
Make financial commitments on behalf of the the EGS FORUM

The nominated representative is REQUIRED to declare any other associations when representing the the EGS FORUM and to report back to the chairperson and secretary of the EC on the outcome of the intervention within 5 working days. Without prejudice to its general powers or to the powers, acts and things which by this Constitution it may exercise or is required to do, the EC shall have the power:

(a) to pass by-laws for the regulation of the business of the EGS FORUM not inconsistent with the provisions of this Constitution or of any law;

(b) to appoint sub-committees to act in an advisory and/or specialist capacity and any other standing committees, ad-hoc committees or ad-hoc working parties which the EC in its discretion deems necessary, and to regulate the number of such committees or working parties, the nature of the business to be conducted by each of them and their composition, to establish procedural rules and guidelines to be followed by them;

(c) to delegate any of its functions or powers to any member of the EC or to any principal committee established by the EC.

34    Any person who has been invited by the EC to be present and take part in the discussion at any general meeting, may do so, but shall have no right of voting.

35    The Chairperson shall take the Chair at all general meetings of the EGS FORUM and if the Chairperson is not present at any general meeting, the representatives of ordinary members present and entitled to vote shall elect one or the other EC members to be Chairperson of that meeting.

36    The representatives of twenty ordinary members shall form a quorum at any general meeting of the EGS FORUM. If a quorum is not present ten minutes after the time for which any such meeting is called, the meeting shall stand adjourned until the same day in the next week at the same time and place, or if such day is a public holiday, until the day following, and the representatives then present shall constitute a quorum and may transact the business for which the meeting was originally called.

37    If any ordinary member, having been given notice, in writing, by the Secretary of the amount of any subscription due by such member and the date on which such subscription is payable, has failed to pay the amount concerned within six months of that date and the subscription is still outstanding on the date for which any general meeting of the EGS FORUM is originally called, the representative of that member shall not be entitled to be present at or take part in the proceedings of the meeting or any adjournment thereof nor to vote thereat.

38    If any member has been excluded from the EGS FORUM by resolution of the SC, neither the member concerned nor any representative of that member shall be entitled to be present at or to take part in the proceedings of any general meeting of the EGS FORUM.

39    All matters on which a decision has to be taken at any general meeting (including the election of Office Bearers) shall be decided on a show of hands.

40    Members wishing to bring business before the EGS FORUM at any annual general meeting shall lodge notice in writing, with the Secretary of intention to move the discussion of such business, at least fourteen days before the date of the meeting at which such business is proposed to be brought forward. The only business which shall be dealt with at a special general meeting shall be the business for the consideration of which the meeting was convened.

44    All expenditure incurred by or on behalf of the EGS FORUM shall be duly authorized by the EC or a principal committee as the case may be.

45    Any profits, gains, donations or sponsorship which may accrue to the EGS FORUM shall not be distributed to any person, but shall be employed solely for the purpose of investment or for the carrying out of the EGS FORUM's objectives.

51    Upon any such alteration, amendment or addition being made, same shall be deemed to be incorporated in and form part of this Constitution in the same manner in all respects as though originally inserted herein, and shall be binding upon all members of the EGS FORUM without any further act of assent thereto.