WATERPROOFING AND ROOFING ASSOCIATION CAPE CONSTITUTION

1. NAME

The name shall be THE WATERPROOFING AND ROOFING ASSOCIATION CAPE hereinafter referred to as WARAC.

2. OBJECTIVES

The objectives of WARAC are:

a) To promote, to support, to protect and to further the common interests of Clients, specifying Authorities, Manufacturers, Contractors and Suppliers for all types of flat or other waterproofing systems, materials and methods.

b) To represent Members in their individual or collective capacities.

c) To encourage contracting members to join the Master Builders Association in order to enjoy the benefits concerning wage rates or conditions governing employment of labour in the industry as outlined under 2a above.

d) To represent the Members in relation to Conditions of Contract with Government Departments, Local Authorities, Professional Societies and the like in order to obtain fair and equitable treatment.

e) To confer with and as thought fit, to collaborate with any Association or Federation of Associations or any other body having the interests of Sub Contractors in the Building Trade as their objective, and/or to enter into membership of such Association or Federation.

f) To establish standards of good application practice and product specification.

g) To regulate and to maintain the highest standards of workmanship and materials. To encourage, assist and extend the spreading of knowledge and information concerning the Industry, and to do all such lawful things as WARAC may deem necessary for furthering the objectives of WARAC.

3. ALTERATIONS TO CONSTITUTION AND RULES

• No alterations of or additions to the Constitution or the Rules shall be made except at a Special General Meeting, the notice for the calling of which shall give the nature of the proposed alterations or additions. A proposal by a Member of any such alteration or addition shall be submitted in writing to the Management Committee, which shall forthwith call a Special General Meeting to consider it. Not less than 21 days’ notice shall be given for the calling of a Special General Meeting for the purpose of the Rule. Any alteration of or addition to the Constitution or the Rules must be approved by at least two-thirds of the members entitled to vote.

4. INDEMNIFICATION OF OFFICERS

• Every officer of WARAC and all members of the Management Committee and of its Sub-Committees shall be indemnified by WARAC against all costs, losses or expenses which such persons may incur, or become liable to, by reason of any litigation arising from any act or thing done or omitted to be done by them in the discharge of their duties on behalf of WARAC.

5. QUALIFICATION FOR MEMBERSHIP

a) Full membership of WARAC shall be confined to persons, firms and companies engaged in the manufacture, supply and application of waterproofing and roofing materials or to parties whose major activities

b) are related to the waterproofing and roofing industry as described in the objectives above. Members shall conform to the established Rules of WARAC adopted by Resolution at General or Special General Meetings.

c) Firms, companies and branches and/or subsidiary companies and/or controlled companies (as defined by the Companies Act No. 61 of 1973) shall have one vote for each such branch/company joining WARAC as a full member, providing such a branch/company pays the entrance fee, annual membership fee and any special levies.

i. Contractors – Who carry out waterproofing and roofing work.

ii. Manufacturers – Who manufacture waterproofing and roofing systems.

iii. Suppliers – Who supply waterproofing and roofing systems.

iv. Consultants – Who are involved in specifying waterproofing and roofing systems.

d) No firm, company, branch or subsidiary shall qualify to join as contractor as well as manufacturer/supplier but must elect at the time of application to apply for membership either as contractor or as manufacturer/ supplier.

e) Full membership of WARAC shall be limited to firms/companies qualifying as to the minimum requirements for membership, as laid down from time to time by the Management Committee.

f) Affiliated membership will be granted to manufacturers and suppliers of ancillary materials, and contractors and suppliers of material in allied trades; and such membership will be subject to an entrance fee and annual subscription fee. Such affiliated membership will not entitle the holder to a vote, but members may be co-opted to serve with full members on sub-committees from time to time.

i. Manufacturers – Who manufacture ancillary waterproofing and roofing materials.

ii. Suppliers and Retailers – Who supply ancillary waterproofing and roofing materials. Such membership will be subject to an entrance fee and annual subscription fee.

g) Associate membership will be granted to technical or professional individuals or organisations concerned with waterproofing and roofing, and such membership will not be subject to annual subscriptions, entry fees or levies. Such associate membership will not entitle the holder to a vote.

i. Technical or Professional individuals or organisations – Who are concerned with waterproofing and roofing industry. Such membership will not be subject to annual subscriptions, entry fees or levies.

6. APPLICATIONS FOR MEMBERSHIP AND ELECTION OF MEMBERS

• Every application for membership shall be submitted to the Management Committee, which, if the following criteria have been met, shall proceed along the following lines:

A. CRITERIA FOR MEMBERSHIP

a) Contractors

i. An existing Contractor Member of minimum three years’ standing, as proposer;

ii. An existing Contractor Member of minimum one year’s standing, as seconder;

iii. The member personally to have been involved with waterproofing or roofing for a minimum of three years;

iv. The applicant to have attended at least 2 consecutive General Meetings;

v. The applicant to have attended an interview with the Management Committee, if deemed necessary due to any special circumstances.

vi. Must Employ qualified staff and carry out waterproofing and roofing work.

b) Manufacturers

i. An existing Contractor Member of minimum three years’ standing, as proposer;

ii. An existing Contractor Member or Manufacturing Member of minimum one year’s standing, as seconder;

iii. The member personally to have been involved in the production of a roofing or waterproofing system for a minimum of three years;

iv. The applicant to have attended at least two consecutive General Meetings;

v. The applicant to have attended an interview with the Management Committee, if deemed necessary due to any special circumstances.

vi. Must Manufacture complete waterproofing or roofing systems and have full technical back up.

c) Suppliers

i. Must supply complete waterproofing or roofing systems and have full technical back up.

d) Consultants

i. Must have at least 15 years’ experience in waterproofing and roofing industry, including contracting experience.

ii. Must have worked for a reputable company in the waterproofing or roofing trade for at least 10 years.

iii. Carry Professional Indemnity in excess of 2 (two) million Rand.

B. METHOD OF ACCEPTANCE

i. The committee shall interview any prospective new member. The prospective member will be requested to supply three references for checking by the committee as regards his good standing in the Industry. The committee shall then circulate to all full members the names and details of all applicants for membership. Objections are to be lodged with the committee within 21 days of receipt of the said circular. If any objection is received, no decision shall be taken by the committee on acceptance of the new member until the objection has been overcome to the satisfaction of all parties involved. Any objection must be for valid reasons and the committee shall have the authority to decide on the validity of any objections.

ii. If after the 21 day period no objections are received, or if any objections have been received and been successfully resolved to the satisfaction of all parties, the committee shall again meet and decide on acceptance of the applicant as a full member.

iii. If at this meeting the applicant does not receive the necessary acceptance by the committee he may, if so desire, serve a probationary period of one year, after which time the committee shall again take a decision on his acceptance as a full member. During this period no voting rights will be given, but conversely no payment of fees will be required.

iv. Upon acceptance, the applicant will be so notified in writing and presented with his membership certificate.

C. RESIGNATION FROM MEMBERSHIP

• Members may resign from WARAC by giving to the Secretary not less than one month’s notice in writing, which notice may be given at any time.

• Notice of resignation shall be accompanied by all monies due to WARAC to the end of the current financial year. Upon resignation a Member shall not have any claim against the funds or assets of WARAC.

D. EXPULSION FROM MEMBERSHIP

WARAC shall have power to expel from membership any Member who:

i. fails to pay to WARAC the annual subscription, or any special levy due within the period fixed by the Management Committee;

ii. fail to comply with any Resolution of WARAC;

iii. commits an Act of Insolvency;

iv. enters into a Deed of Arrangement with creditors;

v. enters into liquidation except for purposes of reconstruction or amalgamation;

vi. fails to comply with the Constitution and Rules of WARAC;

vii. any member or his representative in time of absence, voted to the Management Committee, may not miss three consecutive meetings in a row. Expulsion will be applicable if two-thirds of the Management Committee vote for same. Upon expulsion from Membership a Member shall not have any claim against the funds or assets of WARAC.

7. FINANCE

a) Funds shall be raised by annual subscriptions, special levies or by any other method which the Management Committee may recommend, subject to ratification in General Meeting.

b) Membership subscription shall be determined as follows and shall be subject to revision by agreement of the General Meeting:

Full Membership

Full voting rights

Entrance Fee – R500.00

Annual subscription will be determined at every Annual General Meeting, based on the approved budget to be submitted by the Management Committee.

Effective – January 1st to December 31st

Payable – Annually in Advance

Affiliated Membership

No voting rights

Entrance Fee – R150.00

Annual subscription will be determined at every Annual General Meeting.

Effective – January 1st to December 31st

Payable – Annually in Advance

Associated Membership

No voting rights

By invitation only and elected by two-thirds of Management Committee.

c) The Management Committee shall prepare a budget of expenditure for the ensuing year, commencing on the 1st day of January and it shall be submitted to the Annual General Meeting for approval.

d) Annual subscriptions shall be due on the first day of January every year and if not paid by the first day of February next following, shall be regarded as in arrears. Subscriptions shall be pro-rata for members joining during the year.

e) All the income and property of WARAC shall be applied solely towards the promotion of its objectives and no portion thereof shall be paid or transferred directly or indirectly to any members, provided that nothing herein contained shall prohibit the payments of bona-fide remuneration to any servant of WARAC.

8. MANAGEMENT COMMITTEE

a) The business of WARAC shall be conducted by a Management Committee which shall exercise the powers and authorities of WARAC delegated to it in General Meetings.

b) WARAC shall appoint at each Annual General Meeting a management committee which will be nominated, proposed and seconded from all membership categories (Contractors, Manufacturers, Suppliers, Consultants, Affiliate Manufacturers, Affiliate Suppliers and Retailers and Associate Technical or Professional individuals or organisations)

The management committee will comprise of not more than 9 (nine) members. The management committee will elect the Chairman, Treasurer, Secretary and sub-committee Chairman at the first management committee meeting. All management committee members, excluding the Chairman will have a vote within the management committee with the Chairman will have the deciding vote in the event of an equal vote.

c) Sub-Committees:

The Management Committee shall be composed of selectees from the Membership at large and shall have power to appoint Sub- Committees to consider and to report on specific subjects and such Sub-Committees shall have power to co-opt. The Management Committee may appoint a Secretary and other salaried officials and staff on such terms of engagement and remuneration as may be appropriate. Such appointments shall be subject to ratification by WARAC.

d) Treasurer:

The Management Committee shall cause to be kept true and proper accounts of the finances and properties of WARAC and for this purpose the Management Committee shall appoint a Treasurer. The office of Secretary and Treasurer may be held by the same person if thought expedient.

e) Chairman:

The Chairman or, in his absence, the Vice-Chairman, shall take the chair at General Meetings and Management Committee Meetings. In the absence of the Chairman and Vice Chairman, those present by show of hands shall elect one of their number to act as Chairman of that particular meeting.

f) Secretary:

The Secretary shall keep the minutes of all meetings of the Management Committee and shall conduct correspondence and the affairs of WARAC under the direction of the Management Committee. Minutes of meetings of the Management Committee shall be issued to all Members of the Committee within 14 days of the meeting.

9. GENERAL MEETINGS

a) Annual General Meeting:

The business to be transacted at an Annual General Meeting shall be to receive the report of the Management Committee; to consider the financial statement and reports of WARAC; to elect the Management Committee and to appoint the Treasurer and Secretary for the ensuing year; and to transact any such other business which may properly be transacted at an Annual General Meeting. The Chairman and Vice-Chairman shall hold office until the next Annual General Meeting and be eligible for re-election, but the same person shall not be elected Chairman for more than two consecutive terms, unless otherwise recommended by the Management Committee and duly ratified at the Annual General Meeting by not less than two-thirds of voting members present.

b) Special General Meetings:

Special General Meetings may be called by the Chairman or by the Management Committee at any time. Special General Meetings may also be called by not less than three members of WARAC; in this case requisition shall be sent to the Secretary in writing and it shall be the duty of the Management Committee to give notice of a Special General Meeting within 21 days of the receipt of the requisition for a date not less than 21 days thereafter.

c) Notice of Meetings:

Notice of all General Meetings shall be posted to Members and shall include an Agenda of the business to be transacted at these meetings and provision made for the submission of proxy votes for those members unable to attend. The period of notice shall be as follows:-

Annual General Meeting – 21 days

Special General Meeting – 21 days.

Notice of all Management Committee Meetings shall be sent to all Management Committee Members. The period of notice shall be 14 days.

d) Minutes:

All minutes of General Meetings of WARAC shall be entered in a Minute Book and signed by the Chairman at the subsequent meeting and shall be circulated to Members. All Resolutions passed at a General Meeting so signed shall be binding on all members of WARAC.

e) Distribution:

All members of WARAC shall receive the notices, agenda and minutes of General, Special General and Annual General Meetings and may attend such meetings in an observer capacity.

f) Voting:

At all General Meetings a Resolution put to the vote of the Meeting shall be decided on a show of hands and taken together with proxy votes received will constitute the total vote. In the case of an equality of votes, the Chairman of the meeting shall be entitled to a further or casting vote.

g) Quorum:

One quarter of the total number of voting members represented in person or by proxy for the time being shall constitute a quorum.

If within half-an-hour after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to a date and time to be decided by those present; such a date and time to not be less than 14 days later, due notice of which shall be sent to all members.

If at such adjourned meeting a quorum not be present, those members who are present in person and by proxy will constitute a quorum and may proceed to transact the business for which the meeting was called. Should a vote need to be taken on any matter, those present and those represented by proxy may vote on the matter. However, all members not present or represented by proxy shall be notified in writing within 7 days of the meeting and informed of the business voted upon. Those members must then be given the opportunity to vote on the matter and return their ballots within 21 days of receipt. If no return is received by the committee, those members not returning a ballot will be deemed to be voting in the affirmative. These votes must then be added to the votes taken at the meeting and the majority vote will then be decisive.

10. POWER OF ASSOCIATION TO ENTER INTO LEGAL ARRANGEMENTS

• WARAC shall have power from time to time to authorise the Chairman, Vice-Chairman and Secretary or Treasurer on its behalf to enter into legal arrangements on such conditions as WARAC may think fit.

11. MEETINGS

a) Management Committee meetings will take place once every 6 months. Bearing in mind that a total tally of meetings will include 2 x Committee Meetings, 1 x Annual General Meeting, any Special General Meetings called by Committee Members / Association Members, any Social event arranged through the Committee Members

a) General Meetings will take place every three months or by request.

b) Annual General Meetings will take place by 31 March every year.

c) The convenor of any sub-section (i.e. manufacturers, contractors, etc.) may, with consent of the Management Committee, if so desired call meetings of all his own sub-section from which all other members may be excluded unless they are invited. Any proposed resolutions from such meetings can only be validated in full General Meeting of WARAC members. 12. RESOLUTION REGARDING GUARANTEES • The following resolution was proposed (C. Haefele), seconded (B. Hey), and adopted unanimously at the General Meeting held on 8th July 1982. “Members will limit guarantees to a maximum of ten (10) years on any waterproofing specification used for flat roof waterproofing”.

13. WINDING UP

• WARAC may be wound up if at a special general meeting, duly called, not less than sixty (60) percent of total voting members of WARAC in good standing vote in favour thereof.

• In such case available members of the last appointed management committee shall first ensure the settlement of all outstanding monies due by, or to, WARAC; whereafter WARAC’s net assets, if any, shall be given or transferred to some other body as shall have similar objects.