Articles of Association
Article 1 - Naming and Incorporation
1 The organisation shall be a voluntary, non-profit Association to be known as the Independent Contact Centre Consultants Association (ICCCA).
2 ICCCA is an incorporated association with its own legal identity.
3 The term ‘Independent’ shall be interpreted that the Members are individuals, not an organisation nor company.
Article 2 – Objectives and Purpose
The Objectives and Purpose of the Association is to facilitate the development of new business for its Members; by providing access to a source of best practice industry knowledge, proven global expertise and enhancing the members professional credibility as a result of the being associated with recognised “thought leader” peers in the Contact Centre and Customer Experience Management industry through:
1 Collective marketing, lead generation and member referrals
2 Promoting Thought Leadership, Best Practice and the upholding of the Association’s Code of Conduct and Code of Ethics.
3 Participating in projects that have been secured by members; that are subcontracted to the most suitable member to ensure collaboration of specialist resources.
4 Facilitating the provision by its Members of high quality strategic, operational and technical consulting and support services to companies, organisations, businesses or individuals.
Article 3 - Scope and Definitions
1 Contact Centres are defined as a focused point of contact with the customer when communicating via any electronic media including but not limited to telephone, email, fax, SMS/MMS, social platforms, video or scanned images.
2 Contact Centres shall be deemed to include but not be limited to Call Centres, Service Desks, Customer Service Centres, Customer Interaction Centres, Help Desks and back office service operations.
3 Inbound and Outbound and back-office Contact Centres are included in the scope of ICCCA.
4 Also included in the scope of ICCCA: Business Process Outsourcing (BPO) and/or Business Process Services (BPS) are defined as outsourcing to a third party company that/ who operate and administer a specific set of business processes either on shore but increasingly in off shore locations.
Article 4 – Structure and Membership
1 The Association is formed and structured in accordance with the requirements and prerequisites for registration of a Non-Profit Organisation in terms of the Non-Profit Organisations Act 71 of 1997.
2 Provision shall be made that the Association may at any time as may be mandated by the Board, apply for appropriate registration as an NPO and that it may at that time become a legal entity having an identity and existence distinct from its Members or office bearers.
3 The Association shall have continuity of existence notwithstanding changes and composition of its Membership or office-bearers.
4 Neither the Members nor the office-bearers shall have rights in the property or other assets of the Association solely by virtue of their being Members or office-bearers.
5 The Association’s income and property are not distributable to its Members or office office-bearers, except as reasonable compensation for services rendered and approved by specific Board Resolution.
Article 5 - Membership
ICCCA shall have three categories of Membership. These being;
1 Founder Member is a member who was part of ICCCA at the founding meeting held on the 15th March 2011, responsible for the continual growth and development of ICCCA by ensuring the code of conduct and code of ethics is adhered to. The title ‘Founder Member’ carries no additional rights or privileges other than the designation.
2 Member is an individual with a proven track record in their field of expertise who in the opinion of the Board will add value to the Association in addressing its primary purpose and objectives and actively participates as an ICCCA member.
3 Board Member is a member who has been appointed to the Board as indicated in clause 8, responsible for the administration and fiduciary management ensuring the achievement of ICCCA’s purpose and objectives and sustainability for its members.
Procedure for granting of membership to ICCCA will be as follows:
1 Membership of ICCCA is by specific invitation only.
2 Membership of ICCCA will be made by nomination by any existing Member in good standing and approval of the application by the Board
3 Membership application shall follow the Board-approved membership procedures – see Membership Process – Section 4.
4 Members have the right to resign from ICCCA by notifying the Board in writing and giving at least 30 days’ notice.
5 In the event of resignation by a member, membership fees will not be refunded and any outstanding fees or committed contributions by the member will be recovered by the Association.
6 Membership may be withdrawn if any Member breaches the Articles of Association or Code of Conduct or Code of Ethics as may be interpreted by the Board.
7 The interpretation of the rules of Membership will be the responsibility of the ICCCA Board.
Article 6 – Funding
The following undertakings and / or initiatives will fund ICCCA:
1 Annual Member subscription fees as will be determined by the Board and ratified by the members at the AGM.
2 Conferences, Seminars, Workshops and similar activities conducted under the aegis of ICCCA or in terms of the Association’s endorsement or support of other third party events.
3 Sponsorships, Grants and Donor Funding as may be approved by the Board.
4 Research projects
5 Funding for any ICCCA activities must be agreed to in advance.
Article 7 - Annual Subscriptions
1 Annual subscriptions will be determined by the Board and ratified at the Annual General Meeting.
2 Payment of annual subscriptions due to ICCCA shall be paid as follows:
2.1 Payment within 30 days of invoice.
2.2 Arrangements can be made with the Treasurer to pay subscriptions over a maximum three-month period.
3 Non Payment of Annual Dues
3.1 Should an ICCCA member not pay their dues within 30 days of invoice and has not made an arrangement as in 7.2.2 above, 30 days’ notice will be given to rectify accordingly. If payment is not received by the Treasurer within the 30 days, membership will be revoked.
3.2 Reinstatement of membership under these circumstances will be subject to full compliance with New Member Protocols and Procedures as set out in Section 4.
Article 8 – Governance
1 The administration of the association will be the responsibility of the Board and will including but not limited to the following:
2 Establishment and management of these Articles of Association;
3 Establishment and management of the Association’s Code of Conduct and Code of Ethics;
4 Establishment and management of the Membership Process;
5 Management of Membership;
6 Management of all funds;
7 Calling and holding of all elections and polls, both annually and ad hoc;
8 Co-ordination of all special interest and/or working groups;
9 All marketing and communications associated with the ICCCA;
10 Recording of official minutes of all meetings and circulation of such minutes to all appropriate parties;
11 Governance of the Association will be based on the Roberts Rules of Order as defined in official website www.robertsrules.com
12 Safe keeping of all records of ICCCA in accordance with the principals of best practice corporate governance.
Composition of the ICCCA Board
1 The Board of ICCCA will consist of members in good standing (paid up) voted onto the board by the Members at the AGM in terms of clause 8.4.7, assigned the responsibility for the administration and fiduciary management of ICCCA ; including but not limited to -
2 The determination of Membership subscriptions.
3 The receiving and disbursement of Membership subscriptions, sponsorships, donor funds, service fees and endorsements and / or any of the funding mechanisms mentioned above.
4 The Board has the discretion to appoint and contract service providers that are appointed to provide support services and products that are agreed to by the ICCCA board aligned to the mandates and financial budgets approved at the AGM.
1 Office Bearers are elected for one (1) term of one (1) year but may stand for re-election for a maximum of two additional one-year (1) terms in a particular role.
2 Office Bearers will consist of:
2.1 President - Responsible for overseeing the operations of ICCCA and dealing with general running of ICCCA as per the agreed purpose, objectives, codes and budgets; committed to undertake office bearer role of vice-president on conclusion of President
2.2 Vice President/Secretary (Immediate Past President) – responsible for supporting the President and standing in for the President in his or her absence. The Vice President in the Secretarial role is responsible for ensuring meetings are effectively organised and minuted, maintaining effective records and administration, communication and correspondence.
2.3 Treasurer – responsible for the financial administration and budget management of office bearers
2.4 Marketing – responsible for the marketing plan and execution of approved marketing initiatives as required, including but not limited to website, social media sites, whatsapp.
2.5 Membership – responsible for the membership administration and member approval process
2.6 Events- responsible for the management of member and ICCCA initiated events
3 Office Bearers will be elected by the Members in good standing at the AGM in terms of Clause 8.4 below.
4 Office Bearers may be voted out of office following procedures and protocols in this context as set out in Roberts Rules of Order and replacement sort from an existing board member.
5 Office Bearers may resign from the Board, but wherever they are reasonably able to, they will only be released from duty at the end of the term of office.
Election of Board Office Bearer Roles
1 Any member may put themselves up for nomination or may be nominated by another Member, all nominations must be supported by two additional members who indicates agreement of such nomination, for the roles of Membership, Events and Marketing and such nominee must accept and confirm such nomination in writing and submit confirmation to the Secretary at least 7 days prior to the AGM;
2 Any member who has been a member of ICCCA for a minimum of two years, may put themselves up for nomination or may be nominated by another Member, all nominations must be supported by one additional member who indicates agreement of such nomination, roles of President, Vice President, Secretary and Treasurer and such nominee must accept and confirm such nomination in writing and submit confirmation to the Secretary at least 7 days prior to the AGM;
3 Specific nominations for office bearer roles must be made using the Nomination for Office of Committee Member Form, signed by two Members of ICCCA and with the written consent of the person nominated. This form must be lodged with the Secretary no later than seven days before the day of the AGM.
4 Written Proxy Votes will be accepted and announced by the President and recorded by the Secretary at the AGM.
5 Members will be required to elect nominated Board Members and Office Bearers by voting
6 Voting will be conducted by a show of hands per Office Bearer role and the election will be done by majority vote including Proxys.
1 The Board may immediately fill any vacancy caused in the case of that member’s:
1.2 Consistent inability to attend meetings as detailed in 8.6.1
1.3 Resignation; or,
1.4 Should the member being found guilty of conduct unbecoming a member or prejudicial to the interests of the association after due opportunity for defence, and as determined by a specially convened meeting of the Board
2 The term of that appointment shall conclude at the next Annual General Meeting when elections are held
1 Board Meetings
1.1 The Board shall meet quarterly on pre-defined dates as set out at the first meeting of the year or as may be agreed from time-to-time but will hold a minimum of four (4) Board Meetings a year.
1.2 It is required that 75% of the Members comprising the Board be present to constitute a quorum for the transaction of the business at a Board meeting. Representation by written proxy will be permitted.
1.3 A telephone or video conference will be classified as attendance at a meeting.
1.4 If within half an hour after the appointed time for the meeting a quorum is not present, the meeting shall be adjourned to the same day the following week at the same time. If at the second meeting, half an hour after the appointed time for the commencement, a quorum is not present, the Members present (being not less than 50% of the Board Members) shall constitute a quorum.
1.5 Any Board Member not attending two (2) consecutive Board Meetings in a one-year cycle will have their Membership to the Board terminated. Attendance may be by online meeting (Skype or Go to Meeting or similar channel) where the member is not realistically able to attend in person e.g. on business, in another city or country.
2 Annual General Meeting (AGM)
2.1 The Annual General Meeting will be held once per calendar year in March to coincide with the Financial Year End.
2.2 Notice of the AGM together with all other Statutory or Governance documents shall be sent by e-mail to the ICCCA Members no later than 21 days prior to the meeting.
2.3 The formal agenda of duly constituted Annual General Meeting of the Association shall comprise of the following:
2.3.1 Approval the budgets and annual financial statements as presented by the Treasurer
2.3.2 Approve the Membership subscription fees as motivated by The Board
2.3.3 Approve any changes in the Articles of Association
2.3.4 Approve any changes to the Code of Conduct
2.3.5 Approve any changes to the Code of Ethics
2.3.6 Approve any changes to the Membership Process.
2.3.7 Conduct any other business as notified prior to the meeting
3 Extraordinary General Meeting (EGM)
3.1 An Extraordinary General Meeting can be initiated by a written submission to the Secretary comprising of a substantiated motivation or by a minimum of 75% of the Members in good standing.
3.2 Notice of an EGM must be sent by e-mail to the Members no later than 21 days prior to the date of the intended meeting.
3.3 All Members in good standing are eligible to vote at Extraordinary General Meetings
Members Meetings and arranged events
1 The Members shall meet on pre-defined dates set out at the AGM or as may be agreed from time-to-time but will hold a minimum of 3 in a year.
2 It is required that 50% of the Members be present to constitute a quorum for the purpose of the meeting or event. Members
3 If within half an hour after the appointed time for the meeting a quorum is not present, the meeting shall be adjourned to the same day the following week at the same time. If at the second meeting, half an hour after the appointed time for the commencement, a quorum is not present, the Members present (being not less than 50% of the Members) shall constitute a quorum.
4 Any Member not attending two Meetings in a one-year cycle will have their Membership to ICCCA terminated. Attendance may be by online meeting (Skype or Go to Meeting or similar channel) if the meeting or event is aligned for this type of attendance.
Governance and Protocols
Unless specifically defined in the Articles of Association or over-ruled by means of a duly ratified Resolution by The Board, the Association Governance and Protocols will defer to ‘Roberts Rules of Order’.
Article 9 - Finance
1 The Association’s Financial Year shall commence on 1st March each year.
2 All of the Association’s financial transactions will be conducted by means of a banking account. The office-bearers will be specifically mandated by the Board to open, operate and close the said banking account in accordance with specific resolutions passed at a Board Meeting.
3 Correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association must be kept by the Treasurer and made available on request to any Member.
4 The President plus the Treasurer will jointly authorise all spending; this subject to clearly defined parameters as will be set down in formal mandates as may be ratified by the Members at Board meetings.
5 All matters relating to the financial affairs of the Association including limiting or restricted mandates in respect of those Members authorised by the Board will be governed by specific and detailed resolutions passed at a Board meeting.
Article 10 - Winding up or Cancellation
1 A vote by the Members at an Extraordinary General Meeting of the Association can call for the winding up and the dissolution of the Association.
2 In the event of the winding up or the cancellation of the Incorporation of the ICCCA, the assets of the Association shall be disposed of to an organisation with similar objectives in accordance with the decisions of the Board reached at an Extraordinary General Meeting and subject to the provisions of the Non-Profit Organisations Act 71 of 1997.
Article 11 – Amendments to the Articles of Association
Members may propose Amendments to the Articles of Association. These must be submitted to the Secretary to table at a Board Meeting, for approval and ratification by members at a General Meeting.