Constitution of the Southern African E-Waste Alliance (SAWEA) 1. NAME AND STATUS 1.1 The Southern African E-Waste Alliance (SAEWA) is a body corporate not carried on for the purpose of gain (non-profit-organisation) according to the Non-profit Organisations Act (Act No. 71 of 1997). The SAEWA has a perpetual succession notwithstanding any change in the number or identity of its members. Members of the SAEWA are referred to as partners. 1.2 The SAEWA is comprised of and run by a number of independent industry members who work closely together in order to offer their respective clients a Southern African one stop-shop integrated e-waste management and handling solution based on the introduction of value added steps along the waste hierarchy and according to the best and financially feasible technologies internationally and locally available. 1.3 All current and future SAEWA members have to adhere to the Technical and Operational Minimum Standards and general working conditions as described in detail in the SAEWA members Code of Conduct document. 1.4 The income and the assets of the SAEWA shall be applied towards the promotion of the object for which it was established. No part of that income or those assets shall be paid, directly or indirectly, by way of dividend, donation or otherwise, to the partners of the SAEWA. If a partner is an office bearer of the SAEWA he/she might receive reasonable compensation for services rendered to the SAEWA. 1.5 The liability of each partner of the SAEWA is limited to any unpaid subscription fees that may be owed by that partner. 2. PURPOSE, VISION, GOALS AND PRINCIPLES 2.1 The purpose of the SAEWA is to provide and grow on a Southern African scale a safe, reliable and equitable service delivery footprint for both commercial business clients and individual households. SAEWA members seek to partner with each other across country borders and from large scale processors to legally compliant small, medium and micro enterprise members to be able to offer prospective SAEWA clients a one stop shop solution for e- waste. This is done by passing e-waste through a logistic chain of the most suitable and value adding members and their respective services to maximise both the recovery of function and material in a cradle-to-cradle based management system. In addition SAEWA members seek to support SAEWA affiliated parties to be referred to as SAEWA Affiliates with regards to mentorship, skills and knowledge transfer and through an Incubation Tier. Roles and responsibilities are described in more detail under points 5. and 6. 2.2 The vision of the SAEWA is to develop a blueprint for integrative, grass-root oriented yet best practice oriented and standardized e-waste management which
can be adopted throughout Southern Africa as a workable, competent and accountable operational collaboration model. The latter is formed by otherwise independent service providers that seek to benefit from jointly fulfilling recovery and treatment obligations as set out by industry based (and financed) take-back systems. 2.3 The SAEWA aims to refurbish, repair, rework, recover, and recycle locally, thereby supporting the development of a circular and locally benefitting secondary resource materials management economy. It also promotes the further development of comprehensive upstream e-waste take-back solutions and programmes initiated by the obligated parties, thereby supporting WEEE industry and client based policy development and resulting take-back initiatives as well. Additionally the SAEWA strongly encourages the active introduction of environmentally sustainable and intelligent design on manufacturing level (maximizing the life-span of equipment), improved (and new technology based) downstream recycling activities and diversion of components from landfill for unique entrepreneurial waste to art community job creation projects. 2.4 The SAEWA s cooperation allows us to optimize our goals namely: minimizing waste and maximizing resource recovery, re-use and job creation while adding value in each step of the e-waste management process. 2.5 The SAEWA believes in the principles of triple bottom-line accounting hence it is working towards environmental sustainability and is determined to act in accordance to its social responsibility in addition to optimize economic gain for each stakeholder of the SAEWA. Those objectives can be best achieved through coordination and with teamwork amongst SAEWA members across the waste management chain, by supporting SAEWA Affiliates wrt mentorship and guidance, and in alignment with the integrated waste management hierarchy and for all types of electronic and electrical equipment waste. 2.6 The SAEWA prioritizes higher value uses and is guided by the following hierarchy of options, giving preference to the recovery of function of equipment where possible, before optimising the recovery of materials for further downstream recycling and rework options. Hence the SAEWA gives highest priority to refurbishment, then beneficiation (as in significant value-add through upcycling) and then recycling (recovery of materials), as the preferred outputs of the SAEWA 2.7 While the SAEWA understands the need for cost recovery and believes e-waste can provide local (as in Southern Africa based) economic opportunities, the broader alliance and its goals must not be undermined by mere individual profit seeking by alliance partners. 3. WORKING AND MANAGEMENT STRUCTURE 3.1 The alliance is led by an overall coordinator who is elected by the partners and acts as the official face, marketing agent and secretary of the SAEWA.
3.2 All individual partners have equal votes in any decision-making and decisions are made by majority vote. Decisions are ideally made at meetings by members present. The decisions of a meeting are valid, if at least 50% of the First Tier (Tier 1) partners are present. Minutes are to be kept of all meetings. Decisions can also be made by email; these decisions are valid, if the majority of First Tier (Tier 1)partners are reached. 3.3 The SAEWA communicates and makes decisions in their bi-monthly meetings of members, and additional communication and joint work projects are conducted via email (all members are captured in a googlegroup) to liaise with members and Affiliates as needed. Non-members and or Affiliates of the SAEWA may be invited into alliance meetings and/or work group discussions subject to the majority consent by alliance partners. 3.4 The SAEWA shall hold an annual general meeting (AGM) after the end of the financial year, but within the first half of each calendar year. The AGM will be scheduled by the coordinator with a minimum 2 weeks notification period to all partners. At the AGM the coordinator has to inform the partners about the financial affairs of the SAEWA, the expenditures of the previous financial year and the budget for the coming financial year. 3.5 All office bearers shall be elected by simple majority by the partners for a period of one year. Any office bearer can be removed by the decision of the majority of partners. If an office bearer is not able to conduct his/her duties any more, a new office bearer must be elected at the next meeting. 3.6 All financial transactions by the SAEWA must be conducted by means of a banking account. 3.7 The financial year ends on the last day of the month February each year. 3.8 The coordinator has to keep and maintain all accounting records of the SAEWA's income, expenditures, assets and liabilities. The coordinator also has to make use of an accounting officer and perform all duties according to the NPO Act 1997 (Act No, 71 of 1997). 4. PARTNERS 4.1 Natural and juristic persons can apply as partners in form of a MEMBER to the SAEWA only when they fully comply with the Technical and Operational Minimum Standards as set out (for Tier 1 members and applicants) in the SAEWA Code of Conduct and in accordance to their activities performed. 4.2The SAEWA is made up of parties that are ideally but not necessarily complementary to each other with regards to their core business. Partners of the SAEWA should provide and make available their services to all other alliance partners. 4.3 Partners may be suspended or expelled if outstanding fees are not paid within 30 working days of notice from the coordinator, or if the partner infringes on the
terms of this constitution. Decisions regarding the suspension or expulsion of partners must be reviewed at the next bi- monthly meeting. 4.5 Partners can terminate their membership by written notice to the coordinator. The membership will then end with the current financial year but can be terminated earlier by agreement of majority. 4.6 The coordinator keeps a register of partners and affiliates. 5. KEY TYPES OF PARTNERS 5.1 The SAEWA has four tiers of partners: Incubation Tier Affiliates (Tier 0) comprise of any industry representative that is NOT eligible for Membership due to non compliance. Typically smaller operators and micro entrepreneurs including in(formal) collection businesses and other start-up operators which do NOT fulfil the Code of Conduct technical and operational minimum requirements, but are willing to improve and benefit from building a mentoring relationship between Tier 1 members and the SAEWA coordinator. First Tier partners (Tier 1) typically comprise of any industry members. First tier partners are service providers offering the collection, transport, disposal, treatment, repair, refurbishment, recovery, reuse or recycling of any type and any volume of e-waste or used EEE. Second Tier partners (Tier 2) have an interest in the SAEWA and its affairs (e.g. in an advisory capacity) but their core business is not directly related to the management of e-waste. Examples of such partners include but are not limited to retailers and OEM manufacturers and suppliers. Third Tier partners (Tier 3) have a free membership to the SAEWA as they are typically tertiary educational institutions or not -for -profit organizations (NPOs, CBOs). As such e-waste management is clearly not their core business but rather provides a limited value adding opportunity (such as e- waste to art operations, marketing and communication assistance, educational or research scope etc.) 5.2 Given that a member or affiliate of the SAEWA fulfils all obligations linked to a particular Tier and is able to provide proof thereof they are allowed to change their type of association to the SAEWA accordingly and automatically upon notification of the Chairperson.
6. PARTNER EXPECTATIONS 6.1 Incubation Tier affiliates are expected to: Pay an annual fee that will be reviewed annually and suggested at the AGM Provide the SAEWA with basic information of their operations as advised in the Affiliate Application Form Sign up on a googlegroup platform that enables communication amongst other affiliates as well as between affiliates and MEMBERS Be committed to continuous improvement of their current operations in all aspects To not harm the environment through illegal activities such as dumping of components or burning of cables etc. Be open to receive guidance and mentorship from MEMBERS and the chair Not EVER deliberately or unintentionally misconstrue their relationship to SAEWA and its MEMBERS Not discredit the SAEWA and its noble intentions e.g. by providing false information on operations or use MEMBER specific branding or by abusing the mentorship relation to the MEMBERS and/or the chair Only use the Affiliation logo for branding purposes. Misuse of the general SAEWA MEMBER logo will lead to immediate expulsion and subsequent black-listing of the offender by every MEMBER, and possibly by other industry related interest groups and or associations. 6.1 First Tier partners are expected to: Attend bi-monthly meetings; Pay a monthly fee which will be reviewed and suggested at the AGM; Engage in constructive problem-solving (e.g. for optimized downstream recycling options) with other partners; Provide mentorship support to SAEWA Incubation Tier Affiliates by sharing knowledge and skills where and when possible and with a view to systematically transform such current start-up and micro enterprises into legally compliant and CoC standardised operations. Coordinate with others in order to promote the higher order uses of materials; Promote, grow and market the SAEWA; and Adhere to the above described principles. 6.2 Second Tier partners are expected to: Regularly engage with the first tier members and get updated on current activities via the googlegroup forum; Pay a monthly fee which will be reviewed and suggested at the AGM; Attend bi-monthly meetings by prior arrangement; Promote grow and market the SAEWA as part of their SAEWA related activities; and Adhere to the above described principles.
6.3 Third Tier partners are expected to: Regularly engage with the first tier members and get updated on current activities via the various relevant googlegroup forum mail communications; Attend bi-monthly meetings by prior arrangement; Promote grow and market the SAEWA as part of their SAEWA related activities; and Adhere to the above described principles. 6.4 It is the responsibility of the coordinator to set up bi-monthly meetings, but individual partners are expected to engage and problem-solve with other partners where and when conflicts arise. Such conflicts can be brought to the monthly meetings for discussion if circumstances require but are ideally resolved between the two parties and the SAEWA coordinator immediately. 6.5 Partners must pay a monthly fee to the SAEWA's bank account, to cover for time expenses linked to running the daily affairs and the overall promotion and marketing of the SAEWA and all its partners. All fees may be reviewed from time to time by the partners and need to be agreed upon. 6.6 Additional specific joint marketing items procured (e.g. linked to specific marketing drives or target) such as banners, information pamphlets etc. are subject to further discussion. Attractive ad-hoc marketing opportunities which may arise are to be resolved (next to regular meeting exchanges) via the google group email; should partners feel that the initiative benefits their core business, partners can voluntarily contribute funds. 7. NEW ISSUES Relevant matters on which this constitution is silent shall be discussed and decided by a meeting of the SAEWA. 8. DISSOLUTION The SAEWA can decide its own dissolution by at least 75% of First Tier (Tier 1) members in a formal meeting. On the dissolution of the SAEWA, its assets shall not be distributed among its members, but will be utilised in another organisation with similar aims and goals. 9. AMENDMENTS TO THE CONSTITUTION The partners of the SAEWA can amend the constitution, replace or alter provisions only. Any change of the Constitution must be approved by at least 75% of First Tier (Tier 1) members in a formal meeting. They can also replace the whole constitution with a new one.