The name of the Association shall be:-
SOUTH AFRICAN AGRICULTURAL MACHINERY ASSOCIATION/ SUID-AFRIKAANSE LANDBOUMASJINERIEASSOSIASIE

The Association seeks to establish and maintain a sound public image, through the cohesive action of a membership which is representative of the agricultural machinery industry, in the best interests of South African agriculture.

The objects of the Association shall be:-

1. To promote the manufacture and/or assembly and/or erection and/or distribution of agricultural machinery and/or equipment in the Republic of South Africa in the best interests of the Farming Community and the Republic as a whole.
2. To promote and protect the interests of members and to deal with such matters as may affect the common interests of members and the Farming Community.
3. To promote, support or oppose any proposed legislative or other measures affecting the interests of the Association and its members.
4. To collect, collate, tabulate and disseminate useful information and to participate in reporting of sales statistics.
5. To do such other lawful things as may appear to be in the interests of the Association or its members and which are not inconsistent with the objects or any matter specifically provided for in this constitution.

1. Any organisation engaged in the Republic of South Africa in the manufacture and/or assembly and/or erection and/or distribution of new agricultural machinery and/or equipment as the accredited franchise holder shall be eligible for membership.
2. Application for membership shall be lodged in writing with the Secretary and shall be accompanied in each case by the subscription as prescribed in Clause 9 of this Constitution.
3. Application for membership shall be considered by the Executive Committee. Provided that two-thirds of the Committee members present are in favour of the application, the applicant shall be admitted to membership.
4. An applicant to whom admission to membership is refused shall be entitled to a refund of the subscription paid by him on application.
5. Every member shall notify the Secretary in writing of his postal address and any change thereof within 14 days of such change taking place.
6. A member who has resigned or been expelled from the Association may be re-admitted to membership on such condition as agreed by the Executive Committee.
7. All members of the Association shall be entitled to be represented at all general meetings of the Association either personally or by a duly accredited representative whose name shall be notified in writing by the member to the Secretary from time to time.
8. Only accredited representatives or deputies of member companies shall be permitted to attend meetings of the Association, except that non-members may attend any meetings if invited to do so. Such non-members or deputies may participate in discussions, but shall have no right to vote on any motion before such meetings. (i) All Members shall be encouraged to submit sales figures for the classes of equipment in which they participate
9. All Members shall be encouraged to submit sales figures for the classes of equipment in which they participate.
10. Members shall only be entitled to receive sales figures at the same level at which they submit these figures.

1. There shall be a meeting of the Association held not later than 30th September in each and every year, which meeting shall be known as the Annual General Meeting, and which meeting shall be called by the Chairman. At the said meeting, a Chairman, and Vice-Chairman and 5 other members, one of whom shall be the Immediate Past Chairman, shall be elected on the Executive and any such other or further business as the meeting may determine shall be transacted.
2. Ordinary Meetings shall be held at such intervals and on such dates as the Chairman may determine.
3. The Chairman shall call a special general meeting on receiving a requisition to that effect specifying the object of such meeting and signed by not less than one third of the members of the Association in good financial standing. General Meetings shall be held mutatis mutandis in the same manner as Ordinary Meetings and shall be at such intervals and on such dates as the Chairman may determine.
   A special meeting may also be called at any time at the discretion of the Chairman.
4. Not less than fourteen days' written notice of every Meeting shall be given to members by the Secretary, provided that in the case of special meetings, such shorter notice being not less than 24 hours as decided by the Chairman shall be given.

1. Four of the members in good standing shall form a quorum at any Meeting of the Association.
2. Member companies shall each be entitled to one vote.
3. Questions arising for decision at any such meeting shall unless otherwise provided herein. be decided by a majority vote on a show of hands on motion duly seconded, or by ballot in terms of Clause 17, should the meeting so decide, provided that in the case of elections the candidates up to the required number receiving the highest number of votes shall be declared elected. In case of an equality of votes the Chairman shall have a casting vote in addition to his deliberative vote.
4. No member shall be regarded as in good standing nor have the right to vote nor to any of the benefits of membership, if and so long as any subscription due by him is unpaid for a period exceeding three months.
5. The Chairman or in his absence the Vice-Chairman, shall preside at all meetings. In the event of the Chairman and Vice-Chairman not being present within five minutes after the time for which the meeting is called the members present shall proceed to elect an Acting Chairman.
6. If within fifteen minutes from the time appointed for any Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved, but in any other case it shall stand adjourned to the same day in the week following, or in the event of such day being a public holiday to the succeeding working day at the same time and place, and at such adjourned meeting the members present shall form a quorum. Three days' notice of such adjourned meeting shall be given by the Secretary to members in writing.
7. All matters shall be decided on motion and, if the Chairman or presiding officer so decides any motion shall be reduced to writing and shall be delivered to the Chairman or presiding officer to be read at the meeting. No motion shall be considered unless seconded.
8. At every Meeting the minutes of the last preceding meeting shall be presented by the Secretary and be signed by the Chairman or presiding officer after confirmation.

A member may resign provided he has given one month's notice in writing to the Secretary of the Association, and subject to his having paid all monies and dues due to the Association by him.

A member who resigns or is expelled as herein provided shall have no claim whatsoever on the funds of the Association.

1. On recommendation of the Executive Committee, the Chairman shall call a special general meeting of the Association which may suspend or expel any member who, in the opinion of the meeting, as shown by majority vote:
   1. has acted wilfully in contravention of the rules of the Association; or
   2. by his conduct, in the opinion of the meeting, shall have rendered himself unfit to remain a member of the Association.
      Provided that such member shall have been given notice of the meeting and at such meeting, an opportunity of making explanations after a full statement of the reasons for the proposed expulsion has been made to the meeting.
2. The special general meeting shall be called in terms of Clause 5 (c) and (d) herein.
3. The decision of the general meeting shall be final.

The annual subscription shall be due in advance on such date in each year as the Executive Committee may determine. New members' subscriptions shall be pro rata for the balance of the current year in which they join, but shall in each case be calculated on a quarterly basis and shall be payable in advance, within such period after admission of the new member concerned as the Executive Committee may determine. The amount of the annual subscription shall be fixed at the Annual General Meeting.

1. All Powers of Attorney, Bonds, Deeds and other formal documents, the execution of which has been authorised by a general meeting, shall be signed by the Chairman and Secretary of the Association, or two persons lawfully acting in their stead, and appointed for that purpose by such general meeting.
2. Cheques drawn on the Account of the Association shall be signed by the Chairman, or Vice-Chairman and the Secretary.

1. 1. The management of the affairs of the Association between general meetings shall be vested in the Executive Committee consisting of the Chairman, Vice-Chairman and five other members of the Association, one of whom being the Immediate Past Chairman. The Chairman and Vice-Chairman shall be elected on nomination duly seconded and voted on by a secret ballot, or otherwise, as determined by the meeting, at the Annual General Meeting of the Association. Members of the Executive Committee shall hold office until the next Annual General Meeting of the Association, or thereafter until their successors are appointed. They shall be eligible for re-election on termination of their period of office. The Executive Committee shall have the power to co-opt not more than two additional members of the Association in good standing to the Executive Committee as they think fit. Such co-opted member or members shall have the right to attend and participate in discussions at Executive Committee Meetings, but such member or members shall have no right to vote on any motion before the Committee.
   2. Vacancies occurring on the Executive Committee shall be filled by the Committee from members of the Association in the manner provided for in (a) (i) above. A member so appointed to fill a vacancy shall hold office for the unexpired portion of the period of office of his predecessor.
   3. Any person appointed to the position of Chairman shall not hold that position for a period longer than 2 (two) consecutive years.
2. A member of the Executive Committee shall vacate his seat in any one of the following circumstances:
   1. On suspension or expulsion from membership of the Association;
   2. On absenting himself without permission of the Executive Committee from three consecutive general or Executive Committee Meetings
   3. On resigning by giving one month's written notice to the Secretary
   4. On ceasing to be in good standing.
3. The Executive Committee shall, subject to the general direction and control of general meetings and to the provisions of this Constitution, have power:
   1. to engage and dismiss employees of the Association including the Secretary and to fix their remuneration and to define their duties
   2. to appoint from time to time such sub-committees as it may deem fit
   3. to admit or refuse to admit persons to membership of the Association and to stipulate the conditions under which former members of the Association may be re-admitted to membership
   4. to institute or defend legal proceedings by or against the Association, or on behalf of or against individual members
   5. to acquire, either by purchase, lease or otherwise, any movable or immovable property on behalf of the Association and to sell, let or mortgage, or otherwise deal with or dispose of, any movable or immovable property belonging to the Association, provided that no immovable property shall be acquired, sold or mortgaged or let or leased for a period longer than five years unless at least twenty-one days' written notice of intention to do so shall have been given to each member of the Association. If during this period not less than thirty percent of the members demand in writing that a ballot be taken on the proposed action, such ballot shall be taken
   6. to open and operate on a banking account in the name of the Association
   7. to co-ordinate press releases of the Association
   8. to do such other things as, in the opinion of the Executive Committee, may appear to be in the interests of the Association.
4. The Executive Committee shall ordinarily meet at least once every three months on a date to be fixed by the Chairman, and three Committee members in good standing shall form a quorum. Special meetings of the Executive Committee shall be called by the Chairman whenever he deems it advisable or upon a requisition signed by not less than two members of the Committee.
   Members of the Executive Committee shall be notified in writing of the time and place of meetings of the Committee by the Secretary at least fourteen days before the dates of such meetings, provided that shorter notice may in the discretion of the Chairman be given in respect of special Meetings. To every notice of meeting an agenda shall be attached. All matters for consideration by the Executive Committee shall be decided on motion duly seconded and voted upon by show of hands.

1. Chairman
   The Chairman shall preside at all meetings at which he is present, enforce observance of the Constitution of the Association, sign minutes of meetings after confirmation, generally exercise supervision over the affairs of the Association, sign cheques, and perform such other duties as by usage and custom pertain to the office.
2. Vice-Chairman
   The Vice-Chairman shall exercise the powers and perform the duties of the Chairman in the absence of the latter.
3. Secretary
   The Secretary shall keep minutes of the resolutions and proceedings of all meetings of the Association, and perform all such other duties as the Executive Committee of the Association shall determine. He shall keep the proper books of account in such form as the Executive Committee shall direct and shall prepare a balance sheet and a statement of revenue and expenditure yearly. He shall keep a register of members and record therein the subscriptions paid by each member as well as the periods to which such payments relate.

1. A balance sheet and statement of income and expenditure representing finances in respect of each year ending 30th June shall be audited by a person or persons appointed by the Executive Committee. The auditors shall be appointed from amongst persons other than the members of the Executive Committee or the office bearers and officials of the Association, and true copies of the audited balance sheet and statement of income and expenditure for the year and of the auditors' reports thereon shall be circulated to all members, and be available for inspection by members who shall be entitled to make copies thereof or to take extracts therefrom.
2. The funds of the Association shall be applied to the payment of expenses, the acquisition of property and towards the attainment of the objects specified in Clause 3 and such other lawful purposes as may be decided upon by members present and entitled to vote at a general meeting for the attainment of the said objects; provided that no portion of the funds or the property of the Association shall be paid or transferred directly or indirectly by way of dividend, bonus or in any other manner by way or profit, to the members of the Association. Any payments in respect of remuneration to any officer or servant of the Association and the re-imbursement of expenses incurred for and on behalf of the Association shall however not be regarded as a contravention of this clause.
3. Payments shall require the prior approval of the Executive Committee and shall be made by cheque signed by the Chairman or Vice-Chairman and the Secretary.

No amendments or alterations to any of the provisions of this Constitution shall be made save by a special resolution duly carried by a majority of not less than two-thirds of the members or accredited representatives of members in good financial standing present at a special general meeting called for that particular purpose.

1. A member shall cease to be entitled to any of the benefits of membership including the right to vote and shall be deemed not to be in good standing.
   1. if the subscriptions or other charges due by him to the Association are more than three months in arrear:
   2. during any period while he is under suspension in terms of this of this Constitution.
2. In the event of the subscription or other charges due to the Association by a member being more than three months in arrears, he shall continue to be subject to the disabilities imposed by Paragraph (a) of this sub-section until all arrears have been paid.

1. The Association shall be wound up if at a special general meeting convened for that purpose not less than two-thirds of the total number of members of the Association present and in good financial standing vote in favour of a resolution that the Association be wound up.
2. The liability of members shall for the purpose of this clause be limited to the amount of subscriptions due by them to the Association in terms of this Constitution as at the date of dissolution.

1. In addition to those cases in respect of which the taking of a ballot is compulsory in terms of this Constitution, a ballot on any question shall be taken if a general meeting or the Executive Committee so decide, and shall also be taken if demanded in writing by not less than two members of the Association in good financial standing
2. Ballots shall be conducted in the following manner:-
   1. Notice of a ballot shall be given to each member company of the Association in writing by the Secretary, at least three days before the ballot is to be taken, provided that a ballot may be taken without notice at any general meeting on the decision of a majority of the members present;
   2. Two scrutineers shall be appointed by the Executive Committee or a general meeting to supervise any ballot and to ascertain the result thereof'
   3. Ballots shall be conducted at the place, on the date and during the hours as may be specified in the notice referred to, in paragraph (i) of this sub-section;
   4. Ballot papers shall be provided by the Executive Committee. One ballot paper only shall be issued on demand at the place and during the hours fixed for the taking of the ballot, to each member company entitled to vote'
   5. Each voter shall, in the presence of the scrutineers, be issued with one ballot paper which he shall thereupon complete, fold and deposit in a container provided for the purpose;
   6. Ballot papers shall not be signed or marked in any way apart from the mark required to be made by a member company in recording its vote. Papers bearing any other marks shall be regarded as spoilt and shall not be counted.
   7. On completion of the ballot or so soon thereafter as possible the result thereof shall be ascertained by the scrutineers in the presence of the Secretary and made known through this officer.
   8. Ballot papers, after they have been counted, including spoilt papers, shall be placed in a container which shall be sealed and retained by the Secretary for not less than 3 (three) years.
3. The Executive Committee shall be bound to take action according to the decision of a majority of the member companies voting by ballot.