Family Business Association of Southern Africa (FABASA)
Preamble:
The purpose of this initiative is for Old Mutual to establish an association in the interest of family owned businesses in Southern Africa. This initial constitution and council will be the driving force to establish FABASA. (See section 13 in the constitution).
FABASA will be a non profitable association that will act on behalf of its members.
Definitions in constitution:
- Members: A registered member who has paid the prescribed membership fee for the member’s specific category, as defined in the constitution.
- Family owned businesses: A business who intends to take the business to the next generation and control the shareholding and future strategic direction of the business.
- Person: An individual, business or other stakeholder such as a government organisation
- Service providers: This is one of the categories for membership as outlined in the constitution. A service provider will provide services to members and will be approved by the council
- Organizations; Other organisations such as business associations and government and related organisations that the council approve as important stakeholders to promote and support FABASA.
- Family business consultants: Consultants who are accredited and approved by FABASA to render consulting services to its members.
- Financial advisers: Financial advisors who are accredited to advise family businesses on financial and related matters. Old Mutual will approve and accredited its own advisors.
- Students: Students who are completing studies that will benefit family owned businesses and has been approved by the council.
- Membership fees (dues): The annual fee payable yearly in advance by members in their different categories, as outlined in the constitution.
FABASA CONSTITUTION
1. NAME
The Association shall be named: “Family Business Association of South Africa”, hereafter referred to as FABASA.
2. OBJECTIVES
The objectives of FABASA are to become the official mouthpiece for family businesses in South Africa and promote the total development and sustainability of family businesses throughout South Africa AND to build capacity regarding family business development, and, to this end, to enlist the active co-operation and support of stakeholders and ensure that competent consultants, service providers and advisors service its members.
3. METHODS
FABASA shall endeavour to address these objectives through:
- facilitating access to appropriate enterprise development support including information and experience sharing, discussion of case studies and best practices on family business challenges;
- organising national and regional workshops;
- development and implementation of electronic means of interaction;
- compiling, publication and .distribution of appropriate communication mechanisms to members i.e. electronic news letter and a journal;
- promoting active networking to promote cooperation and collaborative activities that will benefit members and the sector such as the promotion and facilitation of joint projects, initiatives and joint ventures and the establishment of funding instruments for the sector.
- facilitate the development, accreditation and presentation of family business consultants and financial advisors to support family business members;
- any other means which may further the above objectives.
4. MEMBERS
| 4.1 | Any person interested in the objectives of FABASA may, at the discretion of the council, be enrolled as a member upon application to the Secretary of FABASA. |
| 4.2 | Candidates for membership must sign an application form and, if enrolled, shall be deemed to be bound by the Constitution and Rules of FABASA. |
| 4.3 | It shall be possible for members, subject to approval of the Council, to become life members of FABASA upon payment of an amount equal to fifteen times the annual dues or such other sum as may be determined by the Annual General Meeting from time to time. |
| 4.4 | FABASA shall have power to admit as honorary members such persons as it deems desirable in the interests of FABASA, and honorary members shall be absolved from paying membership dues while retaining all the privileges of ordinary membership. |
| 4.5 | Members whose annual dues are not in arrear and honorary members shall be entitled to receive the newsletter of FABASA and to attend all meetings of FABASA. |
| 4.6 | Members of at least twenty years’ standing who have reached pensionable age may, at the discretion of FABASA, be admitted as retired members, to be absolved from paying fees for workshops and events while retaining all the privileges of ordinary membership. |
| 4.7 | The annual membership fees payable by members shall be determined by the Annual General Meeting from time to time upon recommendation of the Council. Annual dues shall be payable to the Treasurer of FABASA within one month of the date of enrolment and thereafter within one month of the beginning of the financial year. |
| 4.8 | Written notice shall be sent to members whose dues are in arrear. If membership dues are in arrear for more than one year, the Council may remove the names of such members from the membership roll. The Treasurer shall notify such members of the decision of the Council. |
| 4.9 | New members enrolled during any particular financial year shall be entitled to receive all the newsletters issued during such year |
| 4.10 | Any member wishing to resign from FABASA shall give written notice to the Secretary of the Council, but such member shall be liable for the full annual membership fee for the financial year during which the member resigns. |
| 4.11 | Membership categories will be as follows: |
| 4.11.1 | Representatives of family owned businesses |
| 4.11.2 | Educators/Academics |
| 4.11.3 | Service provider organisations |
| 4.11.4 | Family businesses consultants |
| 4.11.5 | Students |
5. COUNCIL
5.1 The affairs of FABASA shall be managed by a Council consisting of:
| (a) | the President; |
| (b) | one Vice-President; |
| (c) | one international member who can act as a mentor to the FABASA |
| (d) | members elected by the Annual General Meeting of the Society consisting of one representative for all membership categories, namely family owned businesses (1 member managing an existing family business and one member of the incoming generation), service provider; family business consultants; educators AND 1 member nominated by Old Mutual as the founding sponsor. |
| (e) | treasurer |
| (f) | secretary |
| (g) | one member from each of the nine provinces |
| (h) | The term of office of the Council shall be three years |
| (i) | The president will not serve more than two consecutive terms. |
| (j) | A nominations committee, appointed by the Council, shall present the outgoing Council with a shortlist of candidates and their curricula vitae not less than 21 days before its first meeting on an Annual General Meeting of FABASA. |
| (k) | The outgoing council shall first elect a President and then Vice-Presidents from this. Further, Council will appoint the Secretary and Treasurer, who need not be a member of the shortlist. |
| (l) | No more than two representatives of an organisation may be represented on the Council. (Old Mutual, as the founding member, will have three members until the association can operate independently). |
| (m) | The Council may delegate any of its functions to one or more committees, elected from its own members or appointed officials. |
| (n) | The quorum for the meeting of the Council, unless otherwise determined by the Council, shall be at least the executive committee or a member nominated by an executive member who cannot attend a meeting. |
| (o) | There shall be an Executive Committee, responsible for the daily management of FABASA and the execution of any matter referred to it by the Council. The Executive committee shall consist of the President, the Vice-President, the Treasurer, the Secretary and one other council member (this member will be from Old Mutual until FABASA is fully established). |
| (p) | As soon as the Association can afford it, full time office bearers will be appointed by the council to manage the administration of the association on a daily basis. The secretary and treasurer will form part of the ex-officio part of the Council. |
6. AFFILIATIONS:
| 6.1 | FABASA will affiliate with the two major international family business networks namely, FBN (Family Business Network) and FFI (Family Firm Institute) |
| 6.2 | 6.2 At the discretion of the Council to other Business Associations in South Africa, such as BUSA (Business Unity of South Africa) |
7. GENERAL MEETINGS:
| 7.1 | An Annual General Meeting shall be held as soon as possible, but not later than 3 months, after the close of FABASA financial year, at a date and place to be determined by the Council. |
| 7.2 | Special General Meetings of FABASA may be held at such times and places as the Council may decide. |
| 7.3 | Not less than 21 days notice shall be given of all annual or special General Meetings of FABASA and the notices convening such meetings shall indicate the nature of the business to be transacted at the meeting. |
| 7.4 | The number of votes is limited to 1 vote per member. Students do not qualify to vote |
| 7.5 | A Quorum is 51 % of members with a voting status. |
8. FINANCE
| 8.1 | The Treasurer shall receive all monies due to FABASA and shall make such payments on behalf of FABASA as the Council may from time to time direct. The Treasurer shall invest the monies of FABASA as the Council may direct and he/she shall keep proper accounts of all receipts and payments and be responsible for the safekeeping of the securities of FABASA. |
| 8.2 | The financial year of FABASA shall end on the last day of February |
| 8.3 | All investments of the funds controlled by FABASA shall be made at the discretion of the Council and all securities shall be registered in the name of FABASA. |
| 8.4 | (a) Any contract, power of attorney or other deed or document to be signed on behalf of FABASA, withdrawals from or cheques drawn upon any of the accounts kept by FABASA with savings institutions and banks, shall be signed on behalf of FABASA by (i) the President or the Vice-President and by the Treasurer, or (ii) by any two persons designated by resolution of the Council. (b) Any proceeds and other remittances in favour of FABASA shall only be deposited into FABASA’s official bank accounts, and need only be endorsed by the Treasurer or in his absence by the person acting on his behalf. |
| 8.5 | Membership fees and other dues shall vest in the Council. |
| 8.6 | The Treasurer of the Council shall collect all dues payable by members. |
9. ANNUAL REPORTS AND ACCOUNTS
| 9.1 | At the Annual General Meeting the Council shall present a report, with audited statement of accounts and balance sheet, copies of which shall have been provided electronically not less than seven days prior to the date of any such meeting. |
10. AUDITOR
| 10.1.1 | Once a year the accounts of FABASA shall be examined by an auditor, to be appointed by members in Annual General Meeting, who shall hold office until the next Annual General Meeting. In the event of a casual vacancy during the year, the Council shall make an appointment to fill it. |
11. CENTRAL OFFICE
| 11.1 | The Central Office of FABASA shall be at such a place as the Council may from time to time determine. |
12. AMENDMENT OF CONSTITUTION
| 12.1 | The Constitution of FABASA may be amended at a properly constituted General Meeting of FABASA. Full particulars of any proposed amendments shall be given in the notice convening the General Meeting at which such proposed amendments are to be considered. This rule can be set aside by a two third majority vote during the General Meeting. |
| 12.2 | Termination of Association – by decision of Council |