1.1. The headings of the articles of this Constitution are for the purpose of convenience and reference only.
1.2. In the articles of the Constitution, unless a contrary intention is clearly apparent, any word importing ...
1.2.1. ... any one gender includes the other two genders;
1.2.2. ... the singular includes the plural and vice versa; and
1.2.3. ... a natural person includes created entities (corporate and unincorporated) and vice versa.
1.3. In the case of doubt or if any question should arise as to the meaning or the proper interpretation of any article or provisions of this Constitution, the matter shall be referred to the Management Committee of the Recycle Namibia Forum for a ruling, which shall be binding in so far as it is not inconsistent to this Constitution, or the provisions of any other law.
2. NAME, ABREVIATION AND DEFINITIONS
2.1. The name of the Forum shall be “Recycle Namibia Forum” and is constituted as a Membership Association.
2.1.1. The Abbreviation of the Forum shall be RNF.
2.1.2. The Recycle Namibia Forum shall be referred to hereafter as “RNF”.
2.2. 3R stand for Recycle, Reuse, Reduce and environmental issues connected with these issues
3. PURPOSE, MEANS, MISSION AND VISION
3.1. The Purpose of the RNF shall be to be a non-political and non-profit making Organization with the purpose to promote the 3R through projects and networking with all relevant stakeholders.
3.1.1. It shall have its offices in Windhoek, Namibia and shall have its activities in Namibia.
3.2. The Means of the RNF shall be to create a platform for the coordination of the 3R initiatives in Namibia, by sharing information on relevant projects undertaken by members/stakeholders and finding opportunities for cooperation between members/stakeholders, where such opportunities would further the objectives of the forum.
3.3. The Mission of the RNF is to make Namibia the country in Africa that achieves the highest success in promoting the 3R’s of Recycling, Reusing and Reducing.
3.4. The vision of the RNF is to successfully implement projects that raise awareness for and change the behaviour of Namibians, to embrace the 3R’s.
4.1. To foster cooperation between various stakeholders who have the means or genuine intent to minimise the environmental impact in regards to waste management including recycling, reducing and reusing (the 3R) of their own, or other stakeholders’ activities.
4.2. To create a platform for the exchange of information, knowledge and skills related to waste management and connected sustainable environmental practices.
4.3. To ensure effective and efficient coordination of the 3R and other related projects, avoiding duplication and fragmentation, and facilitating the pooling of resources towards a common goal in support of environmental preservation.
4.4. To establish a united front in regards to environmentally sustainable waste management and the 3R for the purpose of lobbying and policy reform where necessary.
4.5. To encourage all persons, firms, businesses and companies involved in; or supporting recycling, reducing, reusing and other environmental conservation activities in Namibia, to become active members in the RNF.
4.6. To promote and encourage stakeholders to consider all matters, questions and policies affecting environmental matters and to take such action thereon as the RNF, in the interest of its members, deems fit.
4.7. To join or affiliate with or become a member of any body or other Association or to co-operate with such body or association, whether within or without Namibia in order to further these objectives.
4.8. To accept funds whether subject to any special trust or not, for any one or more of the objectives of the RNF.
4.9. To borrow or raise money either upon credit or secured by any means, including mortgage of the RNF’s property or by overdraft from its bankers.
4.10. To purchase, hire or otherwise acquire any movable or immovable property deemed necessary or convenient for housing the Forum’s offices, or any of its objects, and to sell, manage, let or hire, mortgage or otherwise deal with such property.
4.11. To engage, remunerate and dismiss employees of the RNF.
4.12. To encourage all members of the RNF to support other members where ever possible to promote the objectives of the RNF.
4.13. To promote the objectives of the RNF in accordance with decisions of the Management Committee that may arise from time to time.
5. FINANCIAL, SUBSCRIPTION, FEES AND FUNDS
5.1. The RNF pursues exclusively and directly non-profit making aims in the sense of the paragraph “tax-privileged purposes” of the taxation regulations, because of its activity, namely to promote generally the advancement of the Namibian environment.
5.2. The Financial Year is from 1 January to 31 December annually.
5.3. The annual subscriptions shall be falling due on the 1st of February. New members joining during the course of a year will pay a pro-rata fee for the rest of the year.
5.3.1. New subscription rates or annual fees, whilst incorporated in the Annual Financial Statements, shall be determined by the Annual General Meeting.
5.3.2. Subscription rates or annual fees applicable to the different categories of membership shall be set in the application forms.
5.4. Honorary Members shall not be required to pay any subscription fees.
5.5. Funds of the RNF may only be used for the purposes stated herein.
5.5.1. The members do not receive allowances from funds of the RNF.
5.5.2. No person may benefit from expenditure other than for the purpose/aims/objects of the Forum.
The following categories of membership shall apply in the RNF and shall be open to any person, partnership, company or other association of persons after such written application for membership has been approved by the members of the Management Committee:
6.1. Any natural or legal person supporting the objectives of the RNF may become a Member or Affiliate Member of the RNF.
6.1.1 The following membership structure applies:
22.214.171.124. Founding Members, all of whom have signed MoU’s defining their involvement, being the following:
126.96.36.199.1. 4 H Namibia
188.8.131.52.2. City of Windhoek (CoW)
184.108.40.206.3. Collect a Can (CaC)
220.127.116.11.4. Namibia Breweries Limited (NBL)
18.104.22.168.5. Rent-A-Drum (RAD)
22.214.171.124.6. Plastic Packaging / Namibia Polymere Recycling (PP)
126.96.36.199 Full Members constitute a paid-up legal persona.
188.8.131.52.1. Full Members pay annual subscription fees. Full members select the fee category from the options as set out in the Application Form and which they pay to the RNF in cash in N$.
184.108.40.206.2. Full Members have a scaled number of votes as set in the Application Form.
220.127.116.11. Associate Members are organisations and entities active in the sectors of SME, Arts and Crafts, the field of environmental protection, non-governmental organizations, community-based enterprises.
18.104.22.168.1. Associate Members pay their membership fee by rendering a contribution in- kind through non-cash means such as administration, logistical support or technical expertise or supply of goods and services.
Associate Members select the fee category from the options as set out in the Application Form in a level they wish to contribute to the RNF, which they pay in kind.
The Management Committee will agree and confirm the cash value stated.
22.214.171.124.2 Associate Members have no voting rights.
126.96.36.199 Honorary Members are natural persons only and are invited by the Management Committee to join the RNF.
188.8.131.52.1 Honorary Members do not pay subscription fees. They make available their expertise & contacts to the RNF free of charge.
184.108.40.206.2 Honorary Members have no voting rights.
220.127.116.11 Strategic Partners are organizations and entities active in the field of environment, logistics, media, training and education, as well as industry associations. Strategic Partners are invited by the Management Committee to join the RNF.
18.104.22.168.1 Strategic Partners select the fee category from the options as set out in the Application Form in a level they wish to contribute to the RNF. Strategic Partners pay their dues as set in individual barter agreements in exchange for any subscription fees.
22.214.171.124.2. Strategic Partners do have no voting rights.
6.2. The Management Committee shall decide on the admission of a Member upon receipt of a fully completed application form.
6.3. The applicants shall be informed on either the acceptance or the rejection of their application within thirty (30) business days of the receipt of the application.
6.3.1. In the case of an application which has been rejected, an appeal can be lodged within thirty (30) business days of receipt of notice of rejection to the Management Committee of the RNF.
6.4. A member may resign by giving the Coordinator / Management Committee thirty (30) business days notice in writing of his intention to do so, but he shall nevertheless be liable for any subscriptions which may have become due and payable.
6.5. A member may be temporarily suspended from membership, who ...
6.5.1. .. shall have acted in contravention of any of the terms of this Constitution or the Rules and/or by-laws of the RNF;
6.5.2. ... by his conduct has rendered himself, in the opinion of the Management Committee, unfit to remain a member of the RNF;
6.5.3. ... has failed to comply with all contracts or agreements approved of and ratified by the RNF and applicable to such member;
6.5.4. .. within fourteen (14) days after receiving a written registered demand, has not made payment of a subscription or fee which is owing to the RNF and which is more than three months in arrears;
6.5.5. ... has become insolvent, or, if a company or partnership, has gone into liquidation;
6.5.6. ... has ceased to hold the qualifications which make him/her eligible for membership;
6.5.7. ... is found to be a lunatic or becomes of unsound mind;
6.5.8. ... is found guilty of a criminal offence and convicted without the option of a fine;
6.6. A member who has committed any one of the above-mentioned offences will be temporarily expelled from membership by a majority decision of the Management Committee, after which a hearing will take place before the Management Committee, at which the suspended member will be allowed the opportunity to state his case.
6.6.1. Notice of any such appeal shall be given to the Coordinator / Management Committee in writing within thirty (30) business days of the date on which the decision of the Management Committee was communicated to the person concerned. The decision of such a meeting shall be final and binding, and on being expelled such member shall cease to be entitled to any of the benefits of membership and shall not be entitled to a refund of any subscription paid or due, or any portion thereof.
6.7. The RNF’s records shall indicate clearly the type of membership category the member has.
7. MEMBERS RIGHTS AND OBLIGATIONS
Members’ rights and obligations...
7.1. ...shall be to be entitled, encouraged and required to participate in the activities of the RNF through submissions, discussions;
7.2. ...shall have the right to vote at the Annual General Meeting;
7.2.1. Votes shall be scaled in relation to subscription fees as set out in the Application Form;
7.2.2. The transfer of voting rights, other than by proxy voting at the Annual General Meeting, shall not be permitted;
7.3. ...shall be to be included in campaigns;
7.4. ...shall be the use of the Recycle Namibia Forum Logo in accordance with conditions as determined by the RNF;
7.5. ...shall be to ensure the maintenance of standards as determined by the Management Committee.
8. MANAGEMENT COMMITTEE
8.1. The Management Committee shall consist of a minimum of 7 and a maximum of 12 members.
8.1.1. They are elected at the Annual General Meeting of the Recycle Namibia Forum for the duration of two years, with the proviso that their term of office shall continue until the election of a new Management Committee has taken place. The election shall take place by a simple majority of votes.
8.1.2. Of the members of the first Management Committee 50% will serve only for the duration of one (1) year, with the proviso that they can be re-elected for a full two (2) year term of office thereafter.
8.2 The Management Committee shall have the power to co-opt specialists in their field for specific projects or tasks if it is deemed necessary. All members of the Management Committee exercise their offices in an honorary capacity and without remuneration.
8.3. A Chairperson and Vice-Chairperson shall be elected from the Elected Management Committee members immediately after they have been elected at the Annual General Meeting.
8.3.1. As there is no appointed chairperson at this very point and time, § 10.9.2.1.2. is not applicable for this voting procedure – there will be no casting vote and voting has to be repeated until there is a clear decision on the new chairperson.
8.4. The Coordinator and the Treasurer shall be appointed by the Management Committee from such Management Committee Members, immediately after the members of the Management Committee have been determined, latest though at the first following committee meeting.
8.5. Office-bearers assume an honorary position, until such time as a secretariat is established.
9. POWERS AND DUTIES OF THE MANAGEMENT COMMITTEE
9.1. The Management Committee shall have the power ...
9.1.1. ... to appoint a CEO or Coordinator to serve on the Management Committee, and to employ other employees;
9.1.2. ... to invest any moneys of the Forum upon such security, and on such terms and conditions as it may, from time to time decide, and to vary the terms and conditions of such investments or to realize the same;
9.1.3. ... to purchase or acquire, hold or take on lease any movable or immovable property, manage, control, sell, improve, develop, exchange, mortgage, dispose of or otherwise deal with all or any part of the property, rights and/or privileges held by the RNF;
9.1.4. ... to raise or borrow money and to secure the repayment thereof on such terms as may seem expedient.
9.1.5. ... to nominate persons to represent the RNF on any Board, Council or body, on which it is desirable that the RNF should be represented, whenever so required, and further to promote, support or oppose, as may be deemed expedient, any proposed legislative or other measures affecting the common interest of the members of the Forum;
9.1.6. ... to terminate the contract of service of the CEO, Coordinator or of the Treasurer and other employees and to fix their remuneration and define their job descriptions;
9.1.7. ... to make and enforce rules and by-laws not inconsistent with the Constitution in force for the time being, or any other law;
9.1.8. ... to regulate the form of procedure in committee;
9.1.9. ... to appoint from time to time such sub-committees, of its members or others, as it may require, and to define their duties, provided that such sub-committees shall function only in an advisory capacity;
9.1.10. ... to institute or defend all legal proceedings by or on behalf of the RNF;
9.1.11. ... to open and operate the banking account and control the finance of the RNF;
9.1.12. ... to suspend, impose a fine on, or expel any member, if there are reasonable grounds for this;
9.1.13. ... to serve on any person, who might possibly discredit or has discredited the RNF in any way, serving in any office for RNF, a written request/instruction to resign or be expelled from such office. For this decision, the Management Committee needs at least a 75% majority vote.
9.2. The Management Committee shall have the duty ...
9.2.1. ... to supervise the duties, activity and performance of the CEO or Coordinator;
9.2.2. ... to supervise the duties, activity and performance of the Treasurer;
126.96.36.199 ... to provide for the proper keeping of books of account of the RNF and the periodic auditing of accounts at least once every calendar year, and the making available to members the true copies of the audited accounts
9.2.3. ... to arrange for the keeping of a register of members by the CEO / Coordinator, in which shall be recorded every member’s address, date of enrolment, amount of subscription, the period to which the subscription relates, and type of membership, and in the event of his ceasing to be a member, the date thereof.
9.2.4. ... to appoint Advisors and Consultants on the suggestion of the CEO / Coordinator;
9.2.5. The Chairperson of the Management Committee represents the RNF in all litigation and ancillary matters of the RNF, as far as is necessary, and in accordance with resolutions of the meeting of the members;
9.2.6. ... and conducts all business of the Recycle Namibia Forum in a transparent and accountable manner and attend to the following business:
188.8.131.52. Preparation of the members’ meetings and drafting the agenda;
184.108.40.206. Convening Annual and General Meetings;
220.127.116.11. Implementation of the resolutions of Annual or Special General Meetings;
18.104.22.168. Ensure coordination of RNF projects;
22.214.171.124. Oversee the drafting of a budget for each financial year, and the operation and maintenance of the financial system of the RNF. This includes the annual audit to be performed by an independent accounting officer.
126.96.36.199. Preparation of an Annual Report.
10. ANNUAL GENERAL MEETING (referred to as AGM)
10.1 The Annual General Meeting of the members of the RNF shall be held not later than four months after the end of the financial year at such time and place as the Management Committee may determine.
10.2 Further General Meetings of the RNF shall be held from time to time as the Management Committee may decide.
10.3 A Special General Meeting of members shall also be called upon a written requisition signed by not less than ten percent (10%) members of the RNF and every such requisition shall state the special business which is to be transacted, and it shall not be competent for such a meeting to transact any business other than that specified in the requisition.
10.4. A Special General Meeting of members shall also be called upon by the Chair Person and failing him, the available members of the last appointed Management Committee of the RNF and such requisition shall state the special business which has lead to such a situation, and it shall not be competent for such a meeting to transact any business other than that specified in the requisition.
10.5. Not less than twenty-one (21) days’ notice of every Annual General Meetings and all Special General Meetings shall be given by the CEO / Coordinator in writing to the members of the RNF, provided however that in the case of a Special General Meeting such shorter notice may be given as the Management Committee may decide.
10.6. A quorum at any General Meeting of the RNF shall be formed when...
10.6.1. ...at least 33% of all paid up members of the RNF are in attendance...
10.6.2. ...including valid proxies and votes on specific motions or points on the Agenda supplied by email.
10.7. Non members invited to the AGM may attend as observers.
10.8. The Chairperson or in his absence, the Vice Chairperson, shall preside at all General Meetings. In the absence of the Chairperson and Vice Chairperson the meeting may elect a Chairperson from the members of the Management Committee present.
10.9. Questions arising for decision at any General Meeting shall, unless otherwise provided herein, be decided by a majority vote on ...
10.9.1. ... a show of hands on a motion duly seconded,
10.9.2. ... or by ballot, if such a ballot is requested by any two members.
10.9.2.1. At any ballot the Chairman shall appoint two (2) scrutineers.
10.9.2.1.1. Each member shall be given one (1) ballot paper, which he shall complete and return to the scrutineers by whom the result shall be declared and such a declaration shall be final.
10.9.2.1.2. In the event of an equality of votes the Chairperson shall have a casting vote in addition to his ordinary vote.
10.10. Each Full Member shall be entitled to at least one vote, be it by ballot paper, proxy given or by electronic means such as email;
10.11. No member shall have the right to vote if any subscription payable by him is outstanding at the time of the meeting referred to in article 9.1.
10.12 Notice of Annual General Meetings or Special Meetings shall be given by circular, sent to the registered address of each member.
10.13. Notice of any motion changing the constitution to be tabled at the Annual General Meeting shall be lodged with the CEO / Coordinator or the Management Committee at least two (2) weeks before the said date.
10.13.1. All other motions or proposals can be tabled at the AGM.
10.14 The Annual General Meeting the members shall be responsible for the following matters...
10.14.1. ... the ratification of the budget prepared by the Management Committee for the current financial year;
10.14.2. ...the tabling and acceptance of the Annual Report of the Management Committee;
10.14.3. ... the ratification of Member’s subscription rates;
10.14.4. ... the election of the members of the Management Committee shall be conducted annually;
10.14.5. ... the consideration and passing of resolutions regarding amendments of the Constitution and the dissolution of the RNF;
10.14.6. ... the consideration and passing of resolutions in respect of appeals noted against the decision of the Management Committee regarding an application for membership;
10.14.7. ... the confirmation of the appointment of an independent accounting officer and a banking institution by the Management Committee.
10.15. In matters which are subject to the jurisdiction of the Management Committee, the Annual General Meeting of members can make recommendations to the Management Committee. The Management Committee may obtain the views of the members regarding matters falling under its jurisdiction.
10.16. Minutes reflecting the proceedings of a General Meeting shall be taken. These are to be tabled for acceptance at the following meeting and thereafter signed by the chairperson
11. REPRESENTATION ON COUNCILS
11.1. The Management Committee may at any time decide that the RNF becomes a party to any Council, Board or Body.
11.1.1. The RNF’s representative(s) on such Council, Board or Body shall be appointed by the Management Committee from amongst the members of the RNF or co- opted from an outside source (where the need for specialists arises).
11.1.2. Only if the need arises the RNF’s representative or alternate representative on such Council, Board or Body shall be the CEO / Coordinator of the RNF.
11.2. Such representatives may be removed by a majority decision of the Management Committee, or such other notice as may be prescribed in the Constitution of the Council, Board or Body upon which such member serves.
11.3. In the event of the resignation or death of a representative the vacancy shall be filled by the Management Committee.
11.4. The CEO / Coordinator, a member or co-opted person representing the RNF on such Council, Board or Body, shall serve on it, in the capacity of a delegate and not as an individual and shall carry out the instructions of the RNF on all matters.
11.5. Representatives shall have the full power to enter into agreements on behalf of the RNF after consultation with the CEO / Coordinator and the Treasurer if needed and ratification by the Management Committee.
12. EXECUTION OF DOCUMENTS
12.1. All powers of attorney, bonds, deeds, and other documents shall be signed and executed in the name of the RNF by the CEO / Coordinator and if needed by the Treasurer under the authority of a resolution of the Executive Committee.
12.2. Every member shall register with the CEO / Coordinator an address and a notice may be served upon any member either personally or by sending it by mail. Where notice is sent by mail, service of the notice shall be deemed to have been effected by properly addressing, prepaying and posting same.
12.2.1. Alternatively the RNF may make use of electronic means of transporting documents (email and email attachments) and the service of notice shall be deemed to have been effected if no error message is generated, a 'message read' reply notification is generated by the according software or electronic service.
188.8.131.52. The RNF can make use of software, which is internationally accepted as software generating documents that cannot be tampered with, here specifically Adobe Acrobat Reader TM and its Public Domain File system (PDF).
13. LIABILITY OF MEMBERS
13.1. The liability of each member shall be limited to the moneys payable by him to this RNF in terms of the Constitution.
14. WINDING UP OF THE RNF
14.1. The RNF may be wound up if so decided upon, at an Annual General meeting or a Special General Meeting of the members called for that purpose provided that no fewer than two-thirds (2/3rds) in number of those present vote in favour thereof.
14.1.1. If the RNF is unable to continue to function for any reason, the last appointed Chairperson of the RNF and failing him, the available members of the last appointed Management Committee of the RNF, shall call a Special General Meeting as provided in Article 10.3. & 10.4. in an effort to resolve such reason.
14.2. If a Resolution for the winding up of the RNF has been passed as provided in Article 14.1 or if for any reason the RNF is unable to continue to function the following provisions shall apply:
14.2.1. The last appointed Chairperson of the RNF and failing him, the available members of the last appointed Management Committee of the RNF, shall forthwith appoint a liquidator to carry out the winding up. The liquidator shall not be a member of the RNF and shall be paid such fees as may be agreed upon between him and the said members of the RNF’s last appointed Management Committee.
Should the parties fail to agree upon the liquidator’s fees, then the President for the time being of the Law Society of Namibia is determined as the person who shall settle the basis on which the liquidator shall be paid.
14.2.2. The liquidator so appointed shall call upon the last-appointed office-bearers of the RNF to deliver to him the RNF’s books of account showing the RNF’s assets and liabilities together with the register of members showing for the twelve (12) months prior to the date on which the resolution for winding up was passed on the date as from which the RNF was unable to continue to function, as the case may be, hereinafter referred to as the date of dissolution, the subscriptions paid by each member and his address as at the said date.
184.108.40.206. The liquidator shall also call upon the said office-bearers to hand over to him all unexpended funds of the RNF’s assets and the documents necessary in order to liquidate the assets.
14.2.3. The liquidator shall take the necessary steps to liquidate the debts of the RNF from its unexpended funds and any other monies realized from any assets of the RNF and if the said funds and monies are insufficient to pay all creditors after the liquidator’s fees and all expenses of winding-up have been met, the order in which creditors shall be paid shall, subject to the provisions of Article 14.2.5, be the same as that prescribed in any law for the time being in force relating to the distribution of the assets of an insolvent estate and the liquidator’s fees and the expenses of winding-up shall rank in order of preference as though he were a liquidator of an insolvent estate, and as though the expenses were the costs of sequestration of an insolvent estate.
14.2.4. After the payment of all debts in accordance with Article 14.2.3, the remaining funds, if any, shall be distributed by the liquidator amongst the members of the RNF who were in good financial standing as at the date of dissolution and each member shall be awarded a share in proportion to the subscription actually paid by him in respect of the twelve (12) months immediately preceding the said date.
14.2.5. The liability of members shall for the purpose of this section be limited to the amount of subscriptions due by them to the RNF in terms of this Constitution as at the date of dissolution.
15. ALTERATIONS AND AMENDMENTS TO THE CONSTITUTION
15.1. The Constitution may not be altered, added to or amended save at an Annual General Meeting or a special General Meeting called for that purpose.
15.2. A Code of Conduct, if provided, will be regarded as an integral part of this constitution and thus binding to all members of the RNF.
15.3. Written notice of a motion, signed by the proposer and seconder specifying in detail any such proposed alterations, additions or amendments to the
Constitution shall be lodged with the CEO / Coordinator at least thirty (30) days prior to the date of the Annual General Meeting at which the same is to be considered.
15.3.1. The CEO / Coordinator shall ensure that such a motion will be distributed amongst the members in writing within 7 calendar days of its submission.
15.4. No such alteration, addition or amendment shall be adopted unless no less than two-thirds (2/3rds) of the voters, of that present and that constituted a quorum at the start of the AGM or special GM, vote in favour thereof.