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Constitution

Agreement entered into by and between:

  • Botswana Chamber of Mines

  • Chamber of Mines of Democratic Republic of Congo

  • Madagascar Chamber of Mines

  • Malawi Chamber of Mines and Energy

  • Chamber of Mines of Namibia

  • Minerals Council South Africa

  • Tanzania Chamber of Mines

  • Zambia Chamber of Mines

  • Chamber of Mines of Zimbabwe

PREAMBLE

Since 1996 meetings of national mining industry associations in the SADC region took place in parallel with the meetings of the Technical Committee of Officials and the Committee of Mining Ministers. Discussions concerned issues of common interest to the associations. A great deal of informal contact between mining industry association representatives and members of national delegations has resulted from these meetings.

At the meeting of the SADC Committee of Mining Ministers during June 1997 in Mbabane, Swaziland, the view was expressed that a mechanism had to be established to promote the relationship and exchange of views between the SADC Mining Sector and the private sector. There was general support for interaction with the private sector.

Consequently a SADC delegation met with representatives of national mining industry associations at the second Regional Conference of African Ministers Responsible for the Development and Utilisation of Mineral and Energy Resources in Durban during November 1997 to consider how a formal relationship could be established. The SADC delegation recommended that a regional mining industry association be established as a formal organisation with a constitution reflecting its structure and functions.

The representatives of the national associations agreed to pursue the establishment of such a formal mining industry association while the SADC delegation undertook to propose to the members of the Mining Sector Technical Committee that such an association be given formal representation on the Technical Committee with the standing opportunity to address the Committee of Mining Ministers.

The national associations subsequently established the Mining Industry Associations of Southern Africa (MIASA) in 1998.

  1. NAME

    A voluntary membership private sector employer association known as the Mining Industry Association of Southern Africa (MIASA) is hereby established by the members, who by their signatures below indicate their agreement to be bound by the terms and conditions of this Constitution with effect from 17 August 2012

  2. SUPREMACY OF THE CONSTITUTION

    1. This Constitution shall supersede any other MIASA document that orders the conduct of members, their relationship or purports to confer authority on MIASA or any structure falling under or formed by MIASA.
    2. This Constitution shall bind the decision-making body and all other structures established by MIASA, whether under this constitution, or any document purporting to confer such authority.

  3. MISSION

    The mission of MIASA is to promote and protect the interests of the mining industry in Southern Africa and so create an enabling environment in which the industry can prosper

  4. OBJECTIVES

    The objectives of MIASA are the following:/p>

    1. To identify, consider and, where appropriate, act on issues of common interest to its members.
    2. To provide a forum for the interchange of ideas and experience to broaden understanding of the mining industry as a foundation for national and regional growth and prosperity.
    3. To encourage the development, implementation and sustention of mining policy in the SADC region that will promote the continued effectiveness and growth of mining in the region.
    4. To encourage sustainable development in the SADC region through responsible mining practices.
    5. To perform its mission through strategic alliances, networking lobbying, and developing members' interests on SADC structures and regional and international organisations dealing with mining- related matters, or that could have an impact on the development and operation of mining and mineral industries in the SADC region.
    6. To organise and submit policy positions and recommendations on issues affecting the mining industry in the SADC region to any SADC institution, or any other national, regional or international body.
    7. To determine regional positions on issues of global concern and take them forward into international forums.
    8. To interact with and represent its members at, or on national, regional, continental and international mining industry and other organisations that may have a bearing on MIASA's activities, as required.
    9. To encourage the development of effective national mining industry associations in SADC member states.
    10. To protect and promote the interests of its members.
    11. To provide and share information amongst members.
    12. To interact with other national mining associations in the interest of its members.

  5. LEGAL STATUS

    1. MIASA shall be a body corporate with perpetual succession and legal personality distinct from its members, capable of entering into contractual and other relationships, and of suing and being sued in its own name.
    2. MIASA shall hold property apart from its members.
    3. The liability of members shall be limited to the amount of any outstanding membership fees and expenses, or any money pledged by them in writing to MIASA at any time.
    4. MIASA shall be a non-profit making organisation.

  6. MEMBERSHIP

    1. Membership of MIASA is open to national associations representing mining and mineral industries in the member States of SADC.
    2. An application for membership shall be considered and agreed on by all members of MIASA.

  7. MEMBERSHIP CRITERIA

    1. MIASA members shall adhere to the following criteria:
      1. Be constituted and be recognised as national associations of mining and minerals industries
      2. Be registered with the relevant authority, where required.
        Not be in competition with a similar national association for the same membership
      3. Represent concerns involved in exploration, mining and/or mineral processing operations either as principals or as contractors
      4. Have objectives and policy views that are compatible with those of MIASA and other MIASA members
      5. Have the capacity to participate meaningfully in MIASA activities
      6. Have the capacity to finance their participation in MIASA activities
    2. MIASA may, with the consensus of all members, waive one or more of the above criteria when considering an application for membership.

  8. APPLICATION REQUIREMENTS

    1. MIASA may invite any association to become a member, whereupon such association shall enjoy the rights and obligations of membership.
    2. Each Association, by virtue of its application for membership, is deemed to have agreed to be bound by the Constitution.
    3. An association applying for membership of MIASA shall apply in writing on its official letterhead and submit the following information to the Secretary in support of its application:
      1. A copy of its registration or incorporation certificate, where this is a national requirement
      2. A copy of its constitution
      3. A list of members by membership category
      4. A brief history of the association
      5. The names of its office bearers and executive officer
      6. A description of its committee structure and staff competency
      7. An indication of its financial competency
    4. Upon admission to membership of MIASA, MIASA shall enter the name of the association into the register of members.

  9. REGISTER OF MEMBERS

    1. MIASA shall keep a register of the names and particulars of members. Each member must make sure that the register has the correct information in the prescribed form, at all times.
    2. When recorded in the Register, the member shall enjoy all the rights and shall be subject to all obligations of membership.
    3. The records kept by MIASA shall be deemed to be correct for the purposes of MIASA's business. Members may inspect the Register of Members at a convenient time, by arrangement.

  10. TERMINATION OF MEMBERSHIP

    1. Membership shall terminate when the Executive Secretary has recorded in the Register that membership has been terminated after any one of the following events:
      1. Any member may terminate its membership of MIASA provided it informs MIASA in writing, MIASA has recorded the resignation and its financial responsibility to MIASA is up to date. Three months' notice of termination must be given to the Executive Secretary of MIASA, during which time any outstanding dues must be settled. No portion of any dues paid shall be refunded to the terminating member.
      2. The membership of a member may be terminated if in the opinion of MIASA at a formal meeting of the members, after sending a letter of enquiry to a particular member, that member no longer meets the requirements for membership or for any other reason, MIASA, in a formal meeting of members, may at any time remove a member's name from the Register. MIASA may review membership, and MIASA shall decide whether the member still meets the criteria for membership, or whether membership shall be terminated.
      3. A formal meeting of members' representatives, excluding the representative of the member in question, must approve a resolution to terminate a member's membership by a vote of at least 75 per cent.

  11. COMPOSITION OF THE DECISION-MAKING BODY

    1. The decision-making body of MIASA shall be a meeting of members' representatives.
    2. Each member of MIASA will have one voice and one vote.
    3. Members will be represented at chief executive/general manager/secretary level, or by an official duly mandated to make decisions on behalf of the member concerned.
    4. Each member's representative may be assisted by a maximum of two other persons, although the decision-making body may agree to more. Such persons will not have a vote, other than by proxy for the member's representative.

  12. FREQUENCY OF MEETINGS

    Members' representatives shall meet twice a year. Additional meetings may be called by the Executive Secretary of MIASA at the request of any member, provided good cause is shown for calling such a meeting.

  13. FUNCTIONS OF THE DECISION-MAKING BODY

    The decision-making body will perform the following functions:

    1. Identify and consider issues of common interest to MIASA, including policy requirements, policy positions and recommendations for submission to governmental, intergovernmental, regional, continental and international institutions or organisations.
    2. Advocate Southern African positions relating to mining and minerals on issues of global concern.
    3. Decide on programmes of action.
    4. Decide on the level of interaction with regional and international bodies, and actions to be undertaken.
    5. Delegate MIASA representatives to attend regional and international meetings, as required, and develop a brief for such delegates.
    6. Attend to administrative decisions.
    7. Delegate the Executive Secretary, or a MIASA member or members to execute decisions taken, and ensure that such decisions are acted upon.
    8. Encourage the development of effective national mining and minerals industry associations in Southern Africa.
    9. Exchange statutory and experiential information.

  14. MEETING VENUES

    Meetings of members' representatives will take place at venues as determined by members.

  15. QUORUM

    A meeting of members' representatives will be able to take formal decisions only if a quorum is present. A quorum will exist if mandated representatives of at least 50% of members are present.

  16. DECISIONS

    Decisions will be taken on the basis of sufficient consensus. In the event of consensus not being achieved, a vote will be taken and a simple majority will carry the day. The meeting chairman does not have a casting vote.

  17. THE PRESIDENT OF MIASA

    1. Representatives of members of MIASA will elect from their own number the following Office Bearers:
      1. President
      2. Vice President
      The term of office of the Office Bearers will be two years.
    2. Any meeting of representatives of MIASA members will be chaired by the President. Should the President not be available to attend a meeting the Vice President will chair the meeting.
    3. The outgoing President will not be eligible for election as President for two terms.

  18. FUNDING AND ACCOUNTS

    1. MIASA will be funded by annual member subscriptions determined by a budget that will be prepared annually and approved by members
    2. The MIASA budget will cover the costs of communicating with MIASA's membership, annual membership subscriptions of any organisation MIASA decides to join, and any other costs that are agreed by the decision-making body from time to time.
    3. Annual member subscriptions will be standard for each member, although allowance may be made for an introductory member's subscription for new members that are in the establishment stage, as decided by the decision-making body.
    4. Apart from annual membership fees, each MIASA member will bear its own costs as far as attending MIASA meetings. MIASA may bear the costs of persons representing MIASA at meetings or other events.
    5. Ad hoc meeting expenses may be debited to MIASA's budget, or invoiced to members individually.
    6. Members may agree to fund activities to be undertaken by MIASA on a joint basis.
    7. The financial year for MIASA will be from 1January to 31 December annually.

  19. LANGUAGE

    The language of communication at meetings, and in MIASA documentation and correspondence, will be English.

  20. EXECUTIVE SECRETARIAT

    1. MMIASA will appoint an Executive Secretary on a contract/retainer basis to provide all secretarial and administrative functions on behalf of MIASA.
    2. MIASA may assign any member to host the Executive Secretary. The member hosting the Executive Secretary will provide basic office infrastructure to run such an office as well as basic financial and management accounting services.
    3. The Secretary General will:
      1. Convene and make the necessary arrangements for meetings of representatives of members of MIASA;
      2. Compile agendas for such meetings;
      3. Record the minutes of such meetings;
      4. Keep the accounts of MIASA;
      5. Keep all documents that MIASA is required to have in terms of this constitution and ensure that they are up to date and safely stored and, if they are in electronic format, backed-up;
      6. Perform general secretarial functions for MIASA;
      7. Attend relevant meetings in the region on behalf of MIASA; and
      8. Upon termination of the assignment under which he or she was appointed promptly hand over all hard and electronic copies of the documentation contemplated in paragraph 5 above to the new Executive Secretary or the then President of MIASA.

  21. SUBCOMMITTEES

    1. The decision-making body of MIASA may appoint from amongst the members' representatives any ad hoc subcommittees that may be required from time to time to investigate, address or action specific issues, tasks or concerns.
    2. A subcommittee will cease to exist once its task has been completed.

  22. ADDRESS OF MIASA

    Until otherwise decided the address of MIASA shall be Minerals Council South Africa Building, 5 Hollard Street, Johannesburg, South Africa
    P O Box 61809, Marshalltown, 2107, South Africa

  23. NOTICES

    1. A notice by MIASA to any member shall be regarded as validly given if it is either delivered personally to the member or sent by fax, or email to that member's registered address.
    2. Members shall be responsible for notifying MIASA of any changes in their address.

  24. AMENDMENT OF THE CONSTITUTION

    1. This constitution may be revised or amended by two thirds (2/3) of the members of the decision-making body present at a meeting of the decision-making body convened for the purpose.
    2. The proposed amendment shall be included in the agenda. Notice of the proposed amendment shall be given to each member twenty-one (21) days prior to the meeting at which the amendment shall be considered, unless every voting member waives notice.
    3. A special General Meeting of Members may be convened to review and amend the constitution. The constitution may be amended at such a meeting by a resolution passed by not less than seventy-five percent (75%) of the members voting in person or by proxy.

  25. INDEMNITY

    MIASA shall be deemed to indemnify and hold each member and each office-bearer harmless against all claims, demands and actions of whatsoever nature that may be made upon or brought against them, whether individually and/ or jointly and severally, arising out of or in connection with the administration of the Association, save and except where the claims and/or actions are caused by the personal wilful bad faith or fraud of such office bearer.

  26. DISPUTE RESOLUTION

    1. In the event of any dispute arising out of the interpretation and application of this constitution, the management of MIASA or such other incidental matters, the member declaring the dispute shall notify the others in writing in a manner provided for under this constitution.
    2. The notice of the dispute must in the minimum contain the following:
      1. Issues in dispute
      2. The nature of the dispute – whether it is procedural or substantive
      3. The period during which such issues pertained
      4. Whether there have been any preliminary attempts to resolve the dispute within the internal structures of the Association
    3. On receipt of the notice by the member declaring a dispute, members must endeavour in good faith to resolve the dispute expeditiously using any of the recognized alternative dispute resolution methods.
    4. If the members do not agree within seven (7) days of receipt of the notice as to:
      1. The dispute resolution method and procedure to be adopted;
      2. The timetable for all steps in those procedures;
      3. The selection and compensation of independent person/s required to conduct the Alternative Dispute Resolution;
    5. Then the dispute shall be settled in accordance with the Mediation and Arbitration Laws of South Africa.

  27. DISSOLUTION

    1. Provided that two thirds (2/3) of the members present in person or by proxy and entitled to vote, so agree at a general meeting of members duly called for that purpose:
      1. MIASA may be dissolved, or
      2. MIASA may resolve to amalgamate and merge with one or more similar organisation with aims which are substantially similar to those of the Association, in such manner as the members present at the meeting deem fit, in order to establish a new organization which will generally benefit the mining industry.
      3. Any surplus assets after the liabilities have been met shall vest in the new organization.
    2. On dissolution and winding up:
      1. All assets shall be sold and liabilities discharged
      2. Any surplus after the liabilities have been met shall be donated to an organization with similar aims to those of MIASA which is itself exempt from the payment of income tax and the decision as to which organization shall receive the funds shall be agreed at the meeting at which the dissolution of MIASA is decided.