Mission Statement

UNASHAMEDLY ETHICAL (UE) aims to help inculcate ethics, values and clean living into every fabric of society.

1. Name

The Association shall be called Unashamedly Ethical (UE).

2. Definitions

2.1 Words or expressions indicating:-

2.1.1 the singular shall include the plural and vice versa;

2.1.2 the male shall include the female and vice versa;

2.1.3 natural persons shall include legal persons and vice versa.

3A. Status of the Association

The Association shall be a body corporate with perpetual succession, capable of entering into contractual and other relations and of suing and being sued in its own name and shall be an Association not for gain.

3B. Area of Operation

UE is established and carries on work within the boundaries of South Africa, Kenya, the United States of America, United Arab Emirates, Rwanda, Burundi, Malaysia, China, Canada, Spain, Uganda, and Tanzania. Its area of operation may be extended at any time by resolution of the Committee.

4. Objects of the Association

The main objects of the Association shall be:-

a) To challenge all individuals to sign a Commitment Form committing themselves and or their organizations to clean and ethical living and practices.

b) To build an online directory of all signatories accessible on the website www.unashamedlyethical.com

c) To establish an internal accountability structure whereby members and associate members and organizational members can be complained about, investigated and disciplined by the Ombudsman, referred to below.

d) To co-operate with other associations and members of civil society in South Africa, Africa and the rest of the world having objects similar to those of this Association.

e) To do all things necessary to promote the mission and objects of UE.

f) To acquire by purchase, lease or otherwise, land and buildings or rooms of whatever tenure, and moveable property of every kind and the same to deal with and administer as the Association shall see fit to achieve e) above.

5. Classes of Membership

5.1 Founding Members – all members referred to in clause 7 below.

5.2 Individual Members – All individuals who have signed a Commitment Form referred to in 4 a) above.

5.3 Organisational Members – All organizations which have signed a Commitment Form referred to in 4 a) above.

6. Management

6.1 The business and the affairs of the Association, as well as its financial operation, shall be managed by the Founding Members referred to in 7 below (hereafter the Committee).

6.2 The Committee may appoint a person to be the International Co Ordinator (hereinafter referred to as the Co Ordinator) of the Association. The Co Ordinator need not be a member of the Association and may receive remuneration for such services, which will be determined and revised by the Committee from time to time. The Co Ordinator, at the decision of the Committee, may be a member of the Committee, with voting privileges.

6.3 It is the responsibility of the Committee and in particular of the Co Ordinator, if there is one, to see that the Constitution and Code of Conduct of the Association are always respected and abided by.

6.4 Only the members of the Committee may take part in the business of the Association and no other person shall attend meetings of the Committee except upon the specific invitation of the Committee.

6.5 The Committee shall have the power to appoint Sub-Committees (with or without executive powers), and will clearly specify their task and mandate. Every Sub-Committee so appointed shall act only as an Advisory Committee (unless specially given executive powers) and shall report to the Committee.

6.6 The Committee shall appoint at least one Ombudsman. The qualifications, terms, powers and duties of such Ombudsman are set out in Annexure “A”. The Committee shall also appoint one of the Ombudsman to serve as the Convenor of the Ombudsman Panel.

6.7 The Committee shall meet for business as often as necessary but at least twice per year. Such meetings can be convened and conducted by means other than a physical meeting in the same room where urgency, cost or convenience requires it.

6.8 At the request of any two members of the Committee, a Special Executive Meeting shall be convened by the Chairman of the Committee or someone delegated to this task by the Committee.

6.9 The Chairman, or failing him, a Vice Chairman, elected by the Committee, or failing either, a member elected by those of the Committee present, shall take the chair at every meeting of the Committee. Minutes shall be kept.

6.10 For all meetings, the quorum shall consist of not less than seventy percent of the members of the Committee. The Chairman shall hold a casting vote in the event of an equality of votes.

6.11 A simple majority will be necessary to pass and adopt a decision in all Committee meetings. In the event of an amendment to the Constitution, a two thirds majority of the Committee will be necessary.

6.12 The Committee shall have the power to make such decisions as they may think necessary or desirable for the effective management, prestige and welfare of the Association and for the control and discipline of all members of the Association, inclusive of amending the Constitution. It shall also have the power to do all things necessary for furthering and carrying into effect the mission and objects of the Association, inclusive of initiating or defending court and other quasi judicial proceedings. In the event of court proceedings a resolution by the Committee shall be required to initiate or defend a matter. Unless specified otherwise by means of a resolution, the Chairman, duly authorized by a resolution of the Committee, shall represent the Association.

7. Constituting the Association

7.1 The Founding Members of the Association are Graham Power, Dawie Spangenberg, Michael Louis, Dion Forster, Michelle Harding, Marlene Cronje and Peter Doyle (the “Founding Members”).

7.2 The Founding Members of the Association shall meet to adopt this Constitution.

7.3 At this first meeting the Founding Members shall elect a person to act as the chairman of the meeting and of the Association and any other position which is necessary for the Association to achieve its mission and objectives.

7.4 At this meeting this Constitution shall be adopted by a consensus of the Founding Members.

7.5 The Founding Members shall be the “Founding Members” and “members of the Committee” referred to in clauses 5, 6 and 7.1 above. Such Founding Members shall include any person elected as a Founding Member by the Committee subsequent to the first meeting of the Association.

7.6 The Chairman and any other elected position by the Committee shall be for a renewable period of two years.

8. Financial Matters in General

8.1 The Association shall open a current bank account in its name. Cheques drawn on the current account, in the discretion of the Committee, need have one signature only. The Committee may open deposit accounts with banks or other institutions.

8.2 The Committee shall appoint, and may remunerate, a suitably qualified person as an auditor. The auditor will be instructed to make all arrangements with the Co Ordinator, if one has been appointed, or another person delegated by the Committee, so that proper financial records of the Association are kept, which will include the recording of all receipts and expenditure, and will also be instructed to check the financial records of the Association at adequate intervals.

8.3 The yearly balance sheet and statement of income and expenditure of the Association (which shall be audited), shall be taken and prepared as at the 30th day of September in every year and a copy thereof shall be furnished to every member.

9. Ethical Conduct of All Members

9.1 Every Founding Member, Individual Member and Organizational Member (hereafter in this paragraph and paragraph 10 “member” or “members”) of the Association shall be bound by the Constitution, the Code of Conduct and the Complaints Procedure of the Association, which shall be decided upon by the Committee. The Code Of Conduct and complaints Procedure are attached as ANNEXURES B and C.

9.2 No member of the Association shall act, speak, behave or print matters or be the agent for the printing or writing of any matter contrary to the Code of Conduct and the Constitution of the Association.

9.3 No member shall act in a manner or act unworthy of his membership, or do anything that may be harmful to the reputation, welfare and prestige of the Association and its members.

9.4 Any member whose membership is terminated due to disciplinary action shall immediately after such termination deliver all UE certificates and cease using the logo of UE in any way whatsoever which are indicative to the public of his membership of the Association.

9.5 Each and every member of the Association will be subject to the Code Of Conduct and the Complaints Procedure, particulars of which are contained in ANNEXURES B and C attached to this Constitution.

10. General

10.1 All members shall do all in their power to ensure that the Constitution of the Association and in particular its Mission Statement and its objects are respected and achieved.

10.2 The Committee may make arrangements for co-operation and reciprocity of benefits with other Associations throughout the world having objects essentially similar to those of the Association.

10.3 Every member chooses as domicilium citandi et executandi for the service or delivery of any notice, letter or document the postal address or e-mail address or physical address of such member, as same may appear in the records of the Association from time to time. Every member shall notify the Co Ordinator in writing of any change in such address. The Association chooses as its domicilium citandi et executandi the following address:

P O Box 3856, Somerset West, Western Cape, 7129, South Africa

The Association shall be entitled to change its domicilium address, from time to time, by giving written notice to that effect.

10.4 The Committee shall design and issue to members (at a cost to such members or otherwise) such distinctive insignia of membership of the Association as they shall see fit, with directions as to how and where they are to be used.

10.5 In all business, members of the Association shall, whenever reasonably possible, give preference to other members of the Association.

10.6 No member shall be entitled to sue or claim from the Association or in any way hold it liable for any damages, loss or injury, however caused, sustained by such person or his property, whilst engaged in the affairs of the Association.

10.7 The Association may be dissolved by resolution by a consensus vote of the Committee. In the event of dissolution, all the assets of the Association shall be distributed to a charitable institution agreed upon by a consensus decision of the Committee.

Annexure A

Ombudsman

Qualifications

1. An Ombudsman shall be a person who is an admitted attorney or advocate and who has at least ten years of civil litigation
experience in the High Court of South Africa.

Terms and conditions

2.An ombudsman shall be appointed for a period of three years, renewable thereafter by the Committee. One of the Ombudsman shall be appointed as the Convenor of the Ombudsman Panel.

3.The Ombudsman only may be removed by the Committee for dishonest behaviour or for failing timeously to perform his duty .

4.In the event of a dispute concerning 3, an arbitrator, acceptable to the Committee and the Ombudsman, will be appointed to rule on whether or not there has been a breach of 3 above.

5.An Ombudsman will be remunerated at the rate decided upon by the Committee.

Duties and Powers

6.The Ombudsman’s duties shall be determined by the Committee and shall include:

a.Ruling on complaints lodged against all members referred to in paragraph 5 of the Constitution (hereafter “a member”, “the member” or “all members”).

b. Rule on any disputes about the interpretation of the Constitution of the Association and the Annexures attached thereto.

c. The rulings of the Ombudsman shall be final and binding on all members of the Association.

d. Intervening on behalf of a member with the appropriate government or other agencies where a member seeks to disclose/admit to criminal or other conduct which is in conflict with the law. This will include the conduct of the member himself or the conduct known to a member of another person.

e. Make submissions and any other appropriate interventions, to Parliament, various arms of State, Civil Society and any other person/s or body/ies with the aim of promoting the mission and objects of UE .

f. Making themselves available for any process which may promote the aim, mission and objects of UE.

Annexure B

Unashamedly Ethical’s Code of Conduct

For what conduct are members responsible to the Ombudsman?

All Members referred to in paragraph 5 of the Constitution shall be honest and ethical in all their business dealings, including but not limited to:

a. That all members refuse to elicit, accept or pay any bribes, and to report those who do.

b. That all members negotiate and award all contracts with integrity.

c. That all members take no part in price fixing, collusion, fronting or misrepresentation of their business credentials and/or contributions to transformation.

d. That all members pay their taxes.

e. That all members pay reasonable salaries and wages, and pay them on time.

f. That all members treat their employees with dignity.

Annexure C

Ombudsman – Complaints procedure

1. Any person may refer a complaint to the Convenor of the Ombudsman Panel by e-mailing ombudsman@unashamedlyethical.com.

2. Such complaint must be in writing to ombudsman@unashamedlyethical.com.

3. The Convenor shall decide who will deal with the complaint, inclusive of the option that all the Ombudsmen on the Panel, if there is more than one, deal with a specific complaint (hereafter the reference will be to “the Ombudsman” irrespective of which Ombudsman deals with the complaint).

4. On receipt of the complaint the Ombudsman, if he deems it necessary, shall determine and clarify what the issues are from the Complainant.

5. The Ombudsman shall then give the member against whom the complaint has been lodged an opportunity to respond in writing to the complaint.

6. Thereafter the Ombudsman shall follow whatever procedure he deems necessary to arrive at a decision about the complaint, provided such procedure is consistent with natural justice.

7. All members of UE shall be obliged to co-operate with the Ombudsman.

8. Unless the Ombudsman deems it necessary, no legal representation shall be allowed at any stage of the process.

9. The parties shall pay their own costs.

10. The Ombudsman shall endeavour to arrive at a decision within two weeks of the complaint being laid.

11. The Ombudsman shall be entitled to take whatever action he deems appropriate, inclusive of, but not limited to, the termination of a member’s membership of UE.

12. In arriving at his decision the Ombudsman shall be restricted to applying the constitution and Code Of Conduct of UE.

13. The decision of the Ombudsman shall be final and binding on all members of UE and on UE.

14.The Committee of UE shall enforce all decisions by the Ombudsman.

15. The dealing with complaints and the decisions of the Ombudsman shall be confidential, unless the Chairman of the Committee or someone delegated by him is of the opinion that the decision needs to be distributed amongst members and/or in any other forum.