The aim of this document is to detail the specific procedures for the effective management and running of the Fasset committees and governing structures.
| 2.1 | The Fasset constitution, as accepted by the Minister, is the principle and guiding document for all issues relating to the management and governance of Fasset. This document, which will be deemed to form part of the constitution, is designed as a support in order to detail those elements of procedure not contained in the constitution and as are required by Section 13 of the Skills Development Act, No 97 of 1998, as amended ("the Act"). |
| 2.2 | The objectives of these Rules of Procedure are to create consistent and effective procedures to ensure the most efficient and effective governance and management of Fasset. |
| 2.3 | Terms defined in the constitution will have the same meaning in these Rules of Procedure. |
| 3. | Amendments to the Constitution |
| 3.1 | Where a constituent or the Department of Labour wishes to submit a proposal to amend the constitution, such submission must be made in writing to the management board. |
| 3.2 | Upon receipt of the submission, the management board will, within a period of 30 calendar days, communicate the submission in writing to all constituents of Fasset and at the same time convene an extraordinary general meeting of constituents in the same manner, as is provided in section 7 of the Rules of Procedure and clause 4.8 of the constitution, for the purpose of considering and, if deemed appropriate, of adopting the proposed amendment. |
| 3.3 | Notwithstanding the provisions of 3.1 and 3.2 above, the constitution may be amended only: |
| • | in accordance with the regulations published in Government Gazette No. 24035 of 8 November 2002 stating that Fasset must submit to the Minister, in duplicate, the text of the proposed amendments to the constitution, a certified copy of its resolution approving the proposed amendments and a brief memorandum explaining the rationale for such amendments; and |
| • | by a majority vote of the constituents present at a general meeting. |
| 3.4 | The Minister may, after considering the submission and after consultation with Fasset, wholly or in part effect the amendments proposed by Fasset by notice in the Government Gazette. |
| 3.5 | Notwithstanding anything contained in this section 3 of the Rules of Procedure, the Minister may amend the constitution in accordance with the Act and the regulations published in Government Gazette No. 24035 of 8 November 2002, governing the amendment to SETA constitutions. |
| 3.6 | If the Minister wishes to amend the constitution, he or she must submit to Fasset the text of the proposed amendments, together with a memorandum explaining the rationale for such amendments. The management board is entitled, within 30 working days, to make written representations concerning the proposed amendments. After considering such representations, the Minister may, wholly or in part, effect his proposed amendments by notice in the Government Gazette. The Minister must thereafter submit to Fasset a certified copy of any amendments to its constitution and direct the Director-General of Labour to retain a certified copy of such amendments. |
| 3.7 | Fasset must retain an updated version of its constitution, which indicates the date on which any amendments to the constitution took effect. |
| 3.8 | Whenever Fasset's constitution is amended, Fasset must supply the Director-General of Labour with a copy of its updated constitution, which must reflect the latest amendment. |
| 4. | Management Board Election and Nomination Processes |
Having regard to the limited number of trade unions presently operating in the sector, and the need to ensure adequate employee representation, an arrangement will be implemented whereby the seats allocated to employee representatives will be assigned as follows:
| 4.1.1.1 | seats will be allocated to representative trade unions; and |
| 4.1.1.2 | seats will be allocated to representatives nominated from employee organisations, including the professional bodies, who represent the interests of their constituents. |
The employee constituency, which includes employee organisations, trade unions, and professional bodies, will submit the names of the employee representatives nominated by them to represent their interests on the management board.
By not later than 31 March in each year the chief executive officer of Fasset will inform the trade unions and. professional bodies of the call for nominations by means of a notice to ail members of the employee constituency of Fasset and the placing of an advertisement in the national press.
By not later than 30 April in each year the employee organisations, trade unions and professional bodies must forward a list of the candidates they have nominated to represent their interests to the chief executive officer.
The representatives so appointed will take up office from 1 June of each year and, subject to the constitution, Will hold office for a period of 2 years. Retiring representatives will be eligible for re-nomination,
Representatives of the employer constituency, which includes employers registered with and paying levies to Fasset and the relevant state departments and public entities, will elect employer representatives subsequent to a proper process of nomination.
The election process to be followed is:
| 4.2.1.1 | The Chief executive officer will inform the constituents of the call for nominations; |
| 4.2.1.2 | By not later than 31 March of each year nominations will be returned to Fasset in the form that has been designed for this purpose; |
| 4.2.1.3 | Voting will be restricted to those disciplines in which more than one candidate has been nominated. By not later than 30 April of each year, ballot papers will be sent to all constituents in the form that has been designed for this purpose; |
| 4.2.1.4 | Ballot papers will be returned and accepted from all levy-paying constituents of Fasset. This will be done by not later than 37 May of each year. |
The duly nominated representatives will take up office from 1 June of each year and, subject to the constitution, will hold office for a period of 2 years.
In respect of the 8 employer seats on the management board:
| 4.2.1.5 | The disciplines detailed below will each be entitled to occupy a single seat: |
| (a) | Large accounting and auditing practices; |
| (b) | Small accounting and auditing practices; |
| (c) | Business and management consulting; |
| (d) | State departments and public entities representing the Provincial Treasuries, the National Treasury, the Auditor-General and the South African Revenue Services; |
| (e) | Investment entities and trusts; |
| (f) | Stock brokers, the JSE Securities Exchange South Africa, securities exchanges including the Bond Exchange of South Africa and the South African Futures Exchange; and |
| 4.3 | Where nominations are not received from one of the disciplines, the seat will automatically be allocated as an employer seat and any constituent may nominate a candidate to stand for election to this seat. |
| 4.4 | The management board reserves the right to amend the list of disciplines that will comprise the 8 employer seats on the management board. |
| 5. | Meetings of the Management Board |
| 5.1 | The quorum necessary for the transaction of business at the management board shall be 50% of the representatives, present at the commencement and throughout the meeting. |
| 5.2 | The management board may act, despite representative vacancies, so long as there are sufficient representatives to form a quorum. |
| 5.3 | Acts or decisions of the management board will not be invalid only because of a defect or irregularity in the appointment of a representative, or the election of the chairperson or other office bearers. |
| 5.4 | If within half an hour after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to a day not earlier than 7 calendar days and not later than 30 calendar days after the date of the meeting, at the same place and time. If no quorum is then present within half an hour after the time appointed for the adjourned meeting, the representatives then present shall constitute a quorum and may transact the business for which the meeting was called. The chairperson shall give notice in writing to all members of the management board of the time, date and venue of the adjourned meeting. |
| 5.5 | The chairperson or the deputy chairperson, acting in the place of the chairperson, shall preside at meetings of the management board. |
| 5.6 | The chairperson shall cause minutes to be kept of all meetings, in accordance with accepted company secretarial procedures. |
| 6. | Voting Procedures of the Management Board |
| 6.1 | At all meetings of the management board: |
| • | Each representative on the management board, excluding the chief executive officer, shall have one vote; |
| • | Proxy votes will not be allowed; |
| • | All questions and issues of business shall be determined by a two-thirds majority vote. |
| 6.2 | An entry in a book containing the minutes of the management board, signed by the chairperson, shall be conclusive evidence of the fact. without proof of the vote recorded in favour of or against any such resolution, that a resolution by the chairperson at the meeting has been approved. |
| 7. | Annual General Meetings |
| 7.1 | The management board shall convene an annual general meeting of constituents each financial year, within 6 months after the end of the financial year. |
| 7.2 | The time, date and place of such meeting shall be determined by the management board, in consultation with the chief executive officer. |
| 7.3 | Constituents must be given at least 30 calendar days written notification of the annual general meeting. |
| 7.4 | The management board will be responsible for ensuring that the agenda and any other documentation pertinent to the annual general meeting are made available to the constituents. |
| 7.5 | The quorum for an annual general meeting will be 20 constituents registered with Fasset. If, within half an hour after the time appointed for the meeting, a quorum is not present, the annual general meeting shall stand adjourned to a day not earlier than 7 calendar days and not later than 30 calendar days after the date of the annual general meeting at the same place and time. If no quorum is then present within half an hour afier the time appointed for the adjourned annual general meeting, the constituents then present shall constitute a quorum and may transact the business for which the annual general meeting was called. The chairperson shall give written notice to all constituents of the time, date and venue of the adjourned meeting. |
| 8. | Meetings of the Executive Committee (EXCO) |
| 8.1 | The quorum necessary for the transaction of business shall be at least 4 representatives present at the commencement and throughout the meeting. |
| 8.2 | EXCO may act despite representative vacancies, so long as there are sufficient representatives to f m a quorum. |
| 8.3 | If, within half an hour after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to a day not earlier than 7 calendar days and not later than 30 calendar days after the date of the meeting at the same place and time. If no quorum is then present within half an hour after the time appointed for the second meeting, the representatives then present shall constitute a quorum and may transact the business for which the meeting was called. The chairperson shall give notice to all members of the management board of the time, date and venue of the adjourned meeting. |
| 8.4 | In the event of the absence of the chairperson of the Board, one of the representatives of the committee, as designated by the chairperson, will be required to preside over the meeting. |
| 8.5 | The chairperson shall cause minutes to be kept of all meetings, in accordance with accepted company secretarial procedures. |
| 8.6 | At all meetings of EXCO: |
| • | each representative of EXCO, including the chief executive officer, shall have one vote; |
| • | proxy votes will not be allowed; |
| • | all questions and issues of business shall be determined by a two-thirds majority vote; and |
| • | an entry in a book containing the minutes of EXCO meetings, signed by the chairperson of the committee, shall be conclusive evidence of the fact, without proof of the vote recorded in favour of or against any such resolution, that a resolution at the meeting has, on a show of hands, been approved. |
