We accept in principle that all shareholders, employees and managers will ensure that matters of personal financial gain do not conflict with the general good governance of the company and do not place the company at risk of being seen as not properly managed.

Where it is not possible to avoid a conflict of interest, we shall manage the potential conflict of interest accordingly and appropriately.

We will not conduct ourselves in any manner that may be regarded as an attempt to exert influence in unduly favouring any party, including the offering, giving or receipt of any gift or gratification.

We stand by the principles of fair competition and reject all forms of anti-competitive practices, prohibited by the Competition Act No 89 of 1998, as amended. The Competition Act prohibits certain conduct such as:

• anti-competitive agreements between competitors and potential competitors;
• direct or indirect price-fixing;
• market division;
• tender collusion;
• minimum resale price maintenance;
• generally anti-competitive agreements between firms and their suppliers and/or customers;
• abuses of dominance:
  ▪ excessive pricing;
  ▪ refusing to give a competitor access to an essential facility;
  ▪ price discrimination;
  ▪ general exclusionary acts; and
  ▪ specific exclusionary acts:
  – requiring or inducing a customer or supplier not to deal with the dominant firm’s competitors;
  – refusal to supply scarce goods to competitors;
  – tying or bundling products;
  – predatory pricing; and
  – buying up a scarce supply of intermediate goods or resources required by a competitor
• We accept that all times a business must remain service-driven and customer orientated and that good consumer practices are adopted at all levels of our business operations.
• We accept that representation of goods and services should be truthfully made and scrupulously fulfilled. We undertake to avoid any untruthful or misleading statements both in matters of publicity or advertising, or in any communications.
• Our business will be conducted with all reasonable care and skill, with attention being given to the areas of financial controls, accounting, marketing and human resource management to ensure that the company operates at levels above the minimum levels set by relevant professional bodies in such disciplines.
• We accept that all individual persons and groups employed are accountable for their conduct while employed at our company.
• As far as business dealings are concerned, we will seek to ensure that we conduct ourselves in such a way that we take into account the disparate interests of all stakeholders, including shareholders, customers, employees, society at large and the community in which our company operates on the basis of respect for all individuals.
• With regard to information disclosure, we shall adhere to the laws of South Africa governing information disclosure.
• We shall ensure that the company, in all its dealings, complies with the laws of South Africa.

• By joining CCC, all members are assumed to have accepted this Code of Conduct and will comply with the CCC MOI and the Rules as published.
• Members are encouraged to report and express their concerns in relation to the Code of Conduct and must do so fairly, honestly and respectfully.
• The CCC Management Committee shall provide protection for any person who reports violations of the Code in the form of ensuring the anonymity of the person reporting the violation. We will not tolerate any form of victimisation or retribution against those who attempt to uphold this code.
• Members are encouraged to submit disputes arising there under on the basis of settlement by voluntary agreement and in terms of the mechanisms available to the Management Committee of CCC, and according to its Memorandum of Incorporation and Rules.
• When non-compliance with the CCC Code of Conduct is reported or otherwise suspected, steps will be taken to investigate and, if appropriate, remedy the situation.

Prior to each Annual Convention and on the basis of the CCC membership as at 31 August of each year, voting rights shall be determined on the basis of one vote per member.

The nomination of voting representatives by members shall be done in writing and submitted to the electoral officer (see later) before the commencement of the Annual Convention or any Special General Meeting.

Nominated voting representatives shall be required to register before the commencement of the Annual Convention (or any Special General Meeting).

The MC shall appoint an electoral officer for any occasion on which voting may be required. Such a person may or may not be a member of the CCC staff, but may not be a person who has the right to exercise a vote.

Voting shall be done on ballot papers except in the case of motions and proposals requiring no advance written notice when a show of hands shall suffice, provided that if the outcome of the vote is unclear in any way, a poll using ballot papers shall be conducted.

Members shall have the right to vote by proxy at the Annual Convention or at any General Meeting.

Proxies may take the following forms:

• (“person proxy”) – Where a member appoints a natural person to act on that member’s behalf. as contemplated in clause 17.1 of the Memorandum of Incorporation; and/or
• (“card proxy”) – Where the proxy submitted by the member in terms of Rule 3.7.5 below indicates which proposal, election, resolution, nominee, etc. (indicated in the form contemplated in Rule 3.7.3) that member votes for.

Proxy votes may be exercised in respect of any election or any resolution, provided that all members are given at least 21 days’ notice of the nominees for any election or of the proposed resolutions.

Each member shall be supplied with a form which may be used by those who wish to vote by proxy. This shall contain either the names of nominees, or the proposed resolutions.

A member wishing to exercise a vote by proxy may appoint the Chairperson or Vice Chairperson of CCC, or any other person, to exercise the vote on his behalf.

Proxies must reach the CCC office no later than 48 hours prior to the time at which the appropriate meeting is due to commence.

The combined voting value of all proxies submitted shall be taken into account for the purpose of determining whether the meeting is quorate.

Nomination of MC shall be invited from all members no later than 30 days prior to the commencement of the Annual General Meeting.

Nominations shall be accompanied by a brief outline of the nominee’s suitability for the position of MC and the nominee’s signed undertaking that he or she is willing to serve in this capacity.

Subject to Rule 1.6 above, only paid-up members of CCC shall be entitled to submit nominations.
Nominations are not required to be seconded.

The list of nominees, together with the brief outlines of suitability and the name of the nominating member shall be provided to all members no later than 21 days prior to the Annual General Meeting.

For the sake of clarity, MC members may only be nominated and/or elected in terms of the process set out in this Rule 4. Therefore, no nominations from the floor will be accepted at any meeting.

A telephone- or video- conference shall constitute a proper meeting of the MC.

Written notice of MC meeting shall be given to all MC members no later than 21 days prior to the meeting and this notice shall include the agenda.

In addition to the proper recording of minutes shall be circulated to all members of the MC.

Each person on the MC List must have consented in writing to act as a MC. The MC list shall be sent to the Members together with the notice of the Annual General Meeting no later than 21 (twenty-one) days prior to the Annual General Meeting. At the Annual General Meeting appointment of the MC shall be decided on a first past the post basis.

The MC members who will step down at the next, or any previous, Annual General Meeting will be eligible for re-election and may thus be nominated and elected again.

The purpose of these Rules is to regulate certain matters not addressed, elaborated or elucidated upon, in the Act and/or the CCC Constitution.

Therefore, these Rules shall apply and must be complied with where the CCC Constitution or the Act is silent on the matter.

Furthermore, where the CCC Constitution or the Act deal with a matter, these Rules may elaborate or elucidate upon the matter and must (except when clearly inconsistent with the Act and the CCC Constitution), be complied with.

Any acts regulated by these Rules which are taken contrary to these Rules shall be voidable.

The financial year end of CCC shall be February each year or such other period as the council may determine in writing from time to time.

CCC has been established and continues to function as a voluntary association with legal personality (Independent of its Members and Office Bearers) and perpetual succession, capable of entering into contracts, suing and being sued in its own name and of holding properties (movable and immovable, corporeal and incorporeal) independent of its Members.

The Chamber shall maintain at its registered office a register of Members.

All applicants will be required to complete a membership application form. After the processing of the application the committee will communicate the outcome to the applicant and issue the Member with a membership certificate if accepted.

The Management Committee shall have the power to accept or reject applications if they do not meet the requirements as per this constitution or if a Member does not adhere to the code of conduct within this constitution.

Upon acceptance, the applicant shall have the status of a Member, including the right to attend and participate in the affairs of the chamber. All types of membership carry equal voting rights.

All benefits accruing to Members, including but not limited to the right to participate in the affairs and decision-making process of the Chamber, shall only apply to fully paid-up Members in good standing.

Membership shall be terminated three (3) months after membership fees are due, in the event of such dues not being paid. The Secretary will forward a reminder to the Member and a record of this reminder will be filed.

Membership of the Chamber will be through subscription and will be open to all business owners committed to furthering the interests of the Chamber. The categories of membership that will apply are as follows:

All persons, legal persona, bodies corporate, companies and firms directly engaged in commerce and industry (both formal and informal), agriculture, professions or kindred activities shall be eligible for membership of the CCC. In addition, charitable, faith-based, and other developmental or non-government organisations operating within the boundaries of Clarens may seek and be entitled to Associate Membership. (Clause 5.1)

Informal Business – shall be those persons eligible in terms of clause 5.1 whose applications for membership have been duly approved by the Management Committee of the CCC, who have paid the prescribed annual membership fees.

Formal/Small Business – shall be those persons eligible in terms of clause 5.1 whose applications for membership have been duly approved by the Management Committee of the CCC, who have paid the prescribed annual membership fees.

Corporate Business – shall be those persons eligible in terms of clause 5.1 whose applications for membership have been duly approved by the Management Committee of the CCC, who have paid the prescribed annual membership fees.

Associate Members – shall be persons having special qualifications or who represent an associate body or organisation of special importance, or are able to provide significant or material assistance, and whose applications have been duly approved by the Management Committee of the CCC but shall not have voting power but will be required to pay an affiliation fee.

The Chairman shall, as soon as possible, notify each new Member of their acceptance, direct the Member’s attention to the fact that the Constitution of the CCC is binding on the Member and furnish the Member with a copy thereof, should he/she requested same. The name of all new Members shall be recorded in the register of Members.

Notwithstanding any special conditions contained herein, a Member whose subscriptions or other liabilities to the CCC are in arrears for three (3) months, shall cease to be a Member of the CCC, provided:-

That the Treasurer shall submit to such Member, together with his/her notice of the Annual General Meeting, a statement of account setting out his/her subscription liability to the CCC.

That not less than fourteen (14) days before the expiration of three (3) months, a written notice shall be emailed to such Member at his/her last recorded address, drawing his/her attention to the provision of this clause.

That the Management Committee may at its discretion re-admit any such person upon payment of such arrear subscription or other liability which would have been payable by him/her had he/she remained a Member.

Members are obliged to pay membership fees as per the rules of the CCC.

The amount of the annual subscription shall be decided upon and reviewed from time to time by the Management Committee as it may become necessary. Members shall be notified of proposed changes in writing.

The CCC will have the following powers in addition to other powers specifically conferred upon it in terms of this Constitution:

To buy, hire, exchange, accept donations of, receive grants and honoraria, or otherwise acquire, sell, let, exchange, mortgage, pledge, donate or otherwise dispose of movable and immovable property of all kinds or any rights or interest therein or any other asset of any kind;

To borrow and, if deemed desirable, to secure the repayment of money in such manner as it may deem fit, to guarantee or secure the acts of and payments due by others, and to lend money against such security, if any, as it may deem fit;
To acquire, encumber, apply or dispose of and generally to deal with any funds in any manner as it may deem fit, but always in accordance with the aims and objectives of the CCC as set out herein;

To enter into all such contracts and do all such other acts and things as may be necessary or expedient from time to time to achieve the aims and objectives of the CCC as set out herein;
To institute, conduct, defend, settle or abandon any legal proceedings by or against the CCC in any manner as it may deem fit, but always to achieve the aims and objectives of the CCC as set out herein;

To open, operate and close savings and other accounts with any financial institution, to buy or sell or otherwise deal with shares or stock or debentures or bonds or any other interest in any company or other body corporate or government agency, and generally to invest the funds and other assets of the CCC in such a manner as it may deem fit, but always in accordance with the aims and objectives of the CCC as set out herein.

The CCC is not knowingly and will not knowingly become a party to, and does not knowingly and will not knowingly permit itself to be used as part of, an impermissible avoidance arrangement contemplated in Part IIA OF Chapter III, or a transaction operation or scheme as contemplated in section 103(5) of the Income Tax Act No 58 of 1962 (ITA).

No member of the CCC may directly or indirectly have any personal or private interest in the CCC.

The CCC may not have a share or other interest in any business, profession or occupation which is carried on by its Members or the Members of the participating Chambers or Forums.
Generally, to do all such things as may be necessary or expedient to carry out or further any of the aims or objectives of the CCC.

The main office of the CCC will be situated in CLARENS or any other place as the CCC may decide from time to time.

Membership may be terminated under the following circumstances:

Resignation or voluntary termination;

Death;

Failure to pay his/her membership fee after being requested to do so in writing; and/or

Conducting himself/herself contrary to the aims and objectives of the Association.

The control and management of the CCC vests in a Management Committee (“MC”) which Committee must manage, govern and control the CCC and which will comprise of not less than 5 (five) Members.

If any vacancy occurs, then the remaining MC members may, but will not be obliged to, co- opt one or more Member(s) to fill the resultant vacancy or vacancies, until a nomination is made at a meeting of Members, being a special meeting or the Annual General Meeting of the CCC

All actions and decisions of the MC must be done by a simple majority.

The MC will as soon as possible after formation, elect its executives, being at least a Chair, Secretary and Treasurer. All Members of the MC will serve for a period of one year, but may be re-elected as such.

The CCC may form sub-committees and appoint representatives from its Members on such sub-committees. The term of office of a representative of a sub-committee will be one year. These sub-committees must perform such duties as may be assigned or delegated to them by the MC.

All meetings must have not less than seven (7) business days written notice of such a meeting, except in cases of emergency. All reference to notice in this Constitution will include electronic mail and messaging.

The MC may do all that it requires to enable it to achieve the objectives set out in this Constitution.

The control is vested in the MC and MC Members are responsible for the fiduciary responsibilities of the CCC and they are not connected persons in relation to each other.

The CCC will comply with such reporting requirements as may be determined by the SARS Commissioner from time to time.
No single person may directly or indirectly control the decision-making powers relating to the CCC.

The MC may raise funds in such manner as it deems appropriate.

The MC may make rules for the proper management of the CCC including procedures relating to the application, approval and termination of membership and the election of representatives of the MC.

The MC must determine the powers and functions of all MC Office Bearers.

The MC is vested with executive powers to take decisions on behalf of and in the best interests of the CCC and its Members, provided that it is understood that the MC is subservient to the CCC and the CCC may insist that decisions taken by the MC should be reviewed. The CCC may by majority decision, instruct the MC to act or desist.

The MC must meet at least once every term, as dictated by South Africa’s school terms.

The majority of representatives on the MC , present in person or by proxy, will form a quorum at any meeting of that committee, provided that if, within thirty (30) minutes from the time appointed for a meeting, a quorum is not present, the meeting will stand adjourned to the same day in the next week, at the same time and place or, if that day be a public holiday, to the next succeeding day other than a Saturday, Sunday or public holiday. If, at such adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the representatives then present in person or by proxy will be a quorum.

Minutes are to be taken at every meeting of the MC to record the proceedings and must be kept by the Secretary of the MC. Minutes of each meeting are to be provided to the Members within two (2) weeks of the meeting. The Minutes are to be confirmed at the next meeting of the committee concerned.
Two (2) Members of the MC or any Ten (10) Members of the CCC, may call a Special General Meeting of the CCC upon fourteen (14) days written notice. Such notice must list all issues to be discussed.

If the chairperson does not attend a meeting, one of the remaining Members of the MC must chair the meeting, or failing him/her, a person elected by those present. A quorum as prescribed as above is required.

If necessary and if urgent, decisions may be made via round robin or teleconference by the representatives on the MC.

The Members of the MC may vote upon and pass decisions by way of email or any electronic messaging programme, subject to the following conditions:

Each of the relevant Members of the MC must be included in all email or any electronic messaging programme relating to any decision to be taken by the Members of the MC by email or any electronic messaging programme.

No decision shall be taken by email or any electronic messaging programme if any of the Members of the MC requires that the matter be decided at a meeting of the Members of the MC.
The necessary quorum required for a decision to be taken by email or any electronic messaging programme will be achieved if a majority of the Members of the MC vote in favour of the decision by return email to each of the other Members of the MC.

All Resolutions passed by email or any electronic messaging programme shall be recorded in the minute book containing the minutes of the meetings of the Members of the MC and shall be ratified at the following or any subsequent meeting of the Members of the MC.

An Annual General Meeting shall be convened by the MC on such date and time as may be determined by the MC.

The MC must call the Annual General Meeting on twenty-one (21) calendar days’ notice to members.

Such notice must include the date, venue, time and an agenda of the business to be conducted at the Annual General Meeting.
Only in exceptional cases may the MC convene an Annual General Meeting on fourteen (14) days’ notice. The Members at the said Annual General Meeting must confirm that they accept the reasons for using fourteen instead of twenty-one (21) days’ notice.

The quorum of an Annual General Meeting shall be a minimum of twenty-five (25) percent of the registered members of the CCC.

Should the quorum fail to be obtained at the specified time, the Annual General Meeting shall be postponed for at least fourteen (14) days, then reconvened at the same place and without a quorum being necessary for the validity of the meeting.

The MC shall draw up an agenda for every Annual General Meeting.

The CCC shall conduct, inter alia, the following business at its Annual General Meeting, chaired by the out-going chairperson:
The Secretary shall record who is present and shall note the proxies of Members, proxies are counted for the quorum;
The Members may discuss the matters on the agenda;
The Members shall read and confirm the minutes of the previous Annual General Meeting;

The Chairperson shall present a report, and allow questions, discussion and the adoption of the report;

The Secretary may also present a report, and allow questions, discussion and the adoption of the report;

The Treasurer shall present a report, and allow questions, discussion and the adoption of the report;

The Members may approve a provisional budget (if any) presented by the Treasurer;

The Members shall approve the appointment of the bookkeepers or auditors of the CCC or vote and approve the appointment of new bookkeepers or auditors to replace any current bookkeepers or auditors;

Any acquisition, any exchange or transfer of immovable property in the name of the CCC;

The mortgaging of any immovable property registered in the name of the CCC;

Any contract or lease for a period of more than nine years;Any loans to or by the CCC;

The proposed changes to the Constitution, if any, shall be discussed and adopted, amended or rejected as provided in the Constitution then applicable;

The election of the new MC members, who shall take office immediately after closure of the Annual General Meeting;
General matters for discussion as set out in its invitation to a meeting, if any;

The closure of the Annual General Meeting.

The annual report of the Chairperson and the Annual Financial Report of the Treasurer are available in PDF format to the Members of the CCC on written request.

The MC may, on such dates and at such times and places at they may determine, convene Special Meetings.

A minimum of ten (10) members may call for a Special Meeting and the Secretary must determine a time and date for such meeting.

Notice of every Special Meeting must be sent to every member at least ten (10) business days before the date of the meeting and must state:

The date and place and the time of commencement thereof; and
The business for which the meeting is convened provided that:
Should it be a matter of urgency, as to which the MC will be the sole judge, such shorter period of notice as the MC may determine may be given;

No business other than that for which a Special Meeting has been convened may be dealt with at that meeting.

At all meetings, votes on any matter, shall be on a show of hands or such other means as determined by the MC from time to time.

Each Member attending a meeting and subject to what is stated herein shall have one vote.

In the event of an equality of votes at any meeting, the Chairman of the meeting shall have a casting vote in addition to his/her deliberative vote.

At all general and special meetings votes may be given in person or by proxy.

The proxy holder shall be a member and no proxy holder shall be entitled to hold more than Five (5) proxies.

The proxy shall remain in force only for the particular meeting for which it is given and for any adjournment thereof.

The funds of the CCC shall be made up of all monies received by means of subscriptions, levies, donations, and any other funds obtained in a legitimate manner.

The funds of the CCC shall be deposited in a bank account decided upon by the MC.

The Treasurer shall keep account of the funds and report on the funds to the MC at every meeting and when called upon by the MC subject to the powers to invest as set out above.

If the CCC has funds that can be invested, such funds may only be invested by the MC with registered financial institutions.

The CCC shall utilise substantially the whole of its funds for the sole or principle object for which it has been established.

The CCC may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering its objectives.

Substantially the whole of the activities of the CCC must be directed to the furtherance of its sole or principal object and not for the specific benefit of an individual Member or minority group.

Substantially the whole of the CCC’s funding must be derived from its annual or other long- term Members or from an appropriation by the government of the Republic in the national, provincial, or local sphere.

The Constitution may only be amended if a decision taken by Members during an Annual General Meeting, where at least two thirds of paid up Members are present, has a 75% or higher vote obtained.

The MC will submit any amendments of the Constitution or written instruments of the CCC to the Commissioner of the South African Revenue Services within 30 days of the effective date of the amendment.

Every Member, Officer or Servant of the CCC is indemnified by the CCC against all claims, costs, losses and expenses which he/she may incur or become liable for by reason of any act or omission or thing done by him/her as such in the discharge of his/her duties on behalf of the CCC, unless the loss in question is caused by his/her own gross negligence, dishonesty or breach of trust.

The liability of Members is limited to the amount of their unpaid subscriptions or other monies owing by them to the CCC.

Should the CCC be dissolved for whatever reason the assets should be transferred to an organisation with similar aims and objectives.

A resolution to dissolve or transfer assets on dissolution should be a unanimous decision of the Members adopted at a meeting of which two thirds of the Members are present.

The CCC must as part of its dissolution transfer its assets to:
Another entity approved by the Commissioner of the South African Revenue Service in terms of section 30B;

A public benefit organisation approved in terms of section 30 of the ITA;

An institution, board or body which is exempt from tax under section 10(1)(cA)(i) of the ITA or other legislation applicable at the time; or

An appropriate organization that works for the betterment of Clarens residents.