1.1. NAME AND LEGAL STATUS
The Southern African Railways Association – SARA (hereinafter referred to as the Association) is hereby established in accordance with the terms of this Constitution. The Association shall be a body corporate with perpetual succession, having existence separate from its members.

1.2. PURPOSE OF THE ASSOCIATION
The Purpose of the Association is to promote the common business interests of railways in Southern Africa by establishing a regional framework for the joint delivery of a cost effective, regionally integrated seamless and predictable railway transport service and advocate for a sustainable fair surface transport policy in the SADC Region.

1.3. FUNCTION OF THE ASSOCIATION
The functions of the Association shall be as follows:

1.3.1. To work together as different member railways and railway service providers in search of business, operating and technical practices that would ensure a cost effective, regionally integrated, seamless and predictable customer-oriented transport service.

1.3.2. Support the SADC economies by providing a sustainable, cost-effective, seamless and efficient railway transport system.

1.3.3. Develop benchmarks for service standards and levels of maintenance for infrastructure and equipment to ensure a uniform threshold standard of service delivery by all member railways.

1.3.4. Act as a strong, effective, but objective railway mouthpiece and lobby group, with the aim of promoting rail interests among all stakeholders and contributing towards the development of national as well as regional transport policies that would ensure equity and fairness for all surface modes of transport.

1.3.5. Assist in the formulation and implementation of measures for the leveling of the playing field either based on “the user pays principle and total infrastructure cost recovery regimes” or for an equitable share of government contribution towards infrastructure provision for all surface modes of transport.

1.3.6. Monitor and inform members and other stakeholders regarding law enforcement of transport and any other policies affecting railway business in the SADC region.

1.3.7. Establish and maintain a forum for the exchange and sharing of ideas, expertise, and information; joint problem solving and maximization of transport efficiency.

1.3.8. Arrange training courses or seminars, where necessary, for members to attain prescribed regional certification/proficiency level in order to guarantee uniform threshold standard of service delivery by all member railways along the transport corridors.

1.3.9. Establish and maintain appropriate real time, interactive cargo information systems among operating members for informed operational and business decisions, as well as the provision of advance cargo information to customers.

1.3.10. Promote Sports and Cultural cooperation among members and their employees.
1.3.11. Solicit and negotiate with donors and co-operating partners for funding and provision of assistance on behalf of members

1.3.12. Assist SADC member states in the implementation of the rail provisions in the SADC Protocol on Transport, Communication, and Meteorology (PTCM), or any other covenants in this discipline, and thereby encouraging the development and growth of the railway transport industry in the region.

2.1 CATEGORIES OF MEMBERS
There shall be three categories of members of the Association. The rights and obligations of membership shall be as prescribed by these articles and as otherwise determined by the Board of Directors (The Board).

Categories of and admission to membership of the Association shall be as follows:

2.1.1 MEMBERS
Any railway company or railway organisation incorporated in any country within Southern Africa owning railway infrastructure and facilities, or providing or operating railway services, shall be eligible to apply for admission as a Member and shall be admitted to membership upon approval of the Board.

THE FOUNDING MEMBERS SHALL BE:

Botswana Railways
Campanhia do Caminhos de Ferro de Bengwela (CFB)
Portos E Caminhos de Ferro de Mozambique EP (CFM)
Malawi Railways (1994) Ltd
National Railways of Zimbabwe
Spoornet
Swaziland Railways
Tanzania Zambia Railway Authority
TransNamib Rail
Zambia Railways Ltd

2.1.2 ASSOCIATE MEMBERS
Upon written application to and with the approval of the Board, any organisation or company allied to or symbiotic to the railway industry, organised or incorporated in a country within Southern Africa may be admitted as an Associate Member. The Board shall not be obliged to give any reasons whatsoever for declining an application.

2.1.3 SPECIAL MEMBERS
Upon written application to and with the approval of the Board an organisation or group with special or vested interest in and support for the railway transport industry may be admitted as a Special Member.

The Board shall not be obliged to give any reasons whatsoever for declining an application.

Application for membership of the Association shall be addressed in writing to the Association, and shall specify the class of membership sought by the applicant. Application for and admission to membership shall constitute acceptance by the applicant of all provisions of this constitution.

2.2 VOTING AT ANNUAL AND SPECIAL MEETINGS OR BY MAIL
2.2.1 Resolutions of the SARA Board Meeting shall ordinarily be passed through consensus. However where this is not possible to attain resolutions will be subjected to a vote.

2.2.2 Subject to the provisions of Article 2 each Member shall be entitled to one vote on all matters to be voted upon at any meeting of members, and on all matters submitted to members for a vote by mail

2.2.3 A company or organisation which is admitted as a Member and is owned or controlled by or subject to control to the extent of more than 50% of shareholding by another Member or group of Members, shall not have voting rights, unless otherwise determined by the Board.

2.2.4 Associate Members shall not have voting privileges rights unless otherwise determined by the Board in its sole and absolute discretion.

2.2.5 Special Members shall have no voting rights.

2.2.6 Voting by the membership of the association may be conducted by mail, which may be via electronic or facsimile transmission, at the sole discretion of the Board.

2.2.7 Members representing a majority of the membership represented in person, by letter, mail, or proxy, shall constitute a quorum.

2.2.8 A 75% majority vote of paid up members shall carry any vote provided a quorum exists.

2.3 ANNUAL AND SPECIAL MEETINGS
The annual meeting of the members of the Association shall be held at such a venue and date as the Board may decide. At each annual meeting, the President of the Association shall submit a report of the activities of the Association during the year. At least one calendar month’s notice shall be given for the SARA Executive Committee and SARA Board Meetings.

2.4 RESIGNATION OF MEMBERSHIP

2.4.1 Any member may resign its membership by delivering a written notice of resignation to the Association. A notice of resignation of membership shall be effective on the date stated in the notice, which date shall not be earlier than the date the notice is received and accepted by the Board.

2.4.2 If the notice of resignation does not state an effective date, it shall be effective on the date it is received and accepted by the Board.

2.4.3 From the date of receipt of the notice of resignation of membership neither the resigning member nor its representative on the Board, thereafter shall be entitled to vote on any matter to be voted upon by any member or the Board.

3.1 DEFINITIONS
For the purpose of this article, the term “Chief Executive” shall mean the officer, as shall be designated by the Member, who has Executive powers and authority.

3.2 FUNCTION
General policies shall be laid down by the Board of Directors. General supervision and control of the affairs of the Association shall be vested in the Board.

3.3 COMPOSITION AND APPOINTMENT OF THE BOARD
3.3.1 The Board shall consist of the Chief Executives of all Members.

3.3.2 The Board authorises each director to designate an officer of the member he represents to serve as his alternate with full authority to act in his stead.

3.4 VACANCIES
There shall be substitution on the Board of any person who should succeed any Chief Executive serving during the year. Any vacancy arising among the directors for whatever reason shall be filled by appointment of a successor by the Member.

3.5 CHAIRMAN AND PRESIDENT
3.5.1 At the first meeting of the year, the Board shall appoint from among their full members who are paid up, a Chairman to serve a term of one year or until his successor is appointed whichever is the later. Every year a Chairman shall be appointed by the Board. If the office becomes vacant for any reason the Board shall appoint a successor to hold office for the unexpired term.

3.5.2 The Chairman, who shall be the President of the Association, shall preside over meetings of the Board and of the Members, and shall perform such other duties as the Board may direct from time to time. The Chairman shall serve as an ex-officio member of all the committees appointed by the Board.

3.5.3 The Board shall appoint a Vice-Chairman who shall succeed the chairman as President of the Association after one year. The Vice-Chairman shall preside over meetings of the Executive Committee. (see article 4)

3.6 MEETINGS AND VOTING
3.6.1 Regular meetings of the Board shall be held at the times and places designated by it. Special meetings of the Board may be called by the Chairman or by request of not less than three members of the Board.

3.6.2 Resolutions of the Board Meeting shall ordinarily be passed through consensus. However where this is not possible to attain resolutions will be subjected to a vote.

3.6.3 A majority of the number of directors shall constitute a quorum at any meeting. A motion shall be carried if it is supported by a 75% majority of the directors with voting rights present at the meeting.

3.6.4 Notwithstanding the provisions of Article 3.6.3:

3.6.4.1 The Chairman may call for a facsimile or round-robin vote to deal with urgent matters. A motion by facsimile or round-robin vote shall be carried if approved by 66% of directors with voting rights; and

3.6.4.2 The Chairman may call for a vote by mail where it is neither practical nor necessary to convene a meeting. A motion by mail shall be carried if approved by 75% of directors with voting rights.

3.6.4.3 The Chairman may call for a vote by electronic mail where it is neither practical nor necessary to convene a meeting. A motion by mail shall be carried if approved by 75% of directors with voting rights subject to the following conditions being met:

4.1 APPOINTMENT
4 1. 1 Each member of the Board shall nominate an officer of that Member to serve on the Executive Committee.

4. 1.2 The Executive Committee shall be chaired by the Vice-Chairman of the Board, or in his absence, the committee shall choose one of them to preside over that meeting.

4.1.3 The Executive Director of the Association or his representative shall be an ex-¬officio member of the Executive Committee.

4.2 FUNCTIONS OF THE EXECUTIVE COMMITTEE
The Executive Committee shall oversee the functioning of the Association and may act on behalf of and exercise the powers of the Board, reporting its action at the next meeting of the Board for approval. More specifically the Executive Committee shall perform the following functions:

Direct, monitor and supervise activities of SARA Committees.
Initiate policy formulation and present these to the Board for consideration.
Deliberate on recommendations/proposals from SARA Committees pertaining to
formation of project teams and resolve on the need for these or otherwise.
Implement policies, decisions and programmes on behalf of the Board.
Scrutinize and debate proposed capital and operating expenditure budgets prepared by
the Secretariat.

Monitor expenses of the Secretariat against budget provision.
Recommend signatories for SARA Accounts

5.1 APPOINTMENT OF EMPLOYEES
The Board shall appoint and employ staff as deemed necessary for the conduct of the affairs of the Association

5.2 REMUNERATION
The Board shall approve the terms of employment and fix the compensation of permanent, temporary, and contract personnel

5.3 EXECUTIVE DIRECTOR
The Board shall appoint an Executive Director to execute general supervision over the affairs of the Association. The Executive Director shall have such powers and authority as delegated by the Board to perform the duties assigned to him by the Board.

In the absence of the Executive Director the Programmes Coordinator shall discharge the duties of the Executive Director.

5.4 PROGRAMMES COORDINATOR
The Board shall appoint a Programmes Coordinator who shall assist the Executive Director in coordinating the activities of the inter-disciplinary committees responsible for the planning, implementation and review of the regional business strategies of the members. He shall perform any other duties under the direction of the Executive Director.

The Programmes Coordinator shall deputise the Executive Director in his or her absence.

5.5 ADMINISTRATIVE OFFICER
An Administrative Officer shall be appointed to assist the Executive Director to keep a full and complete record of meetings of members of the Executive Committee and the Board and perform such other duties as may be assigned to him/her by the Executive Director.

5.6 INDEMNITY
The officers of the Association shall be indemnified against losses incurred by the Association except those incurred through willful act or default.

5.7 COMMITTEE STRUCTURE AND APPOINTMENT
5.7.1 The Board may authorise the establishment of committees with particular duties and terms of reference, as proposed by the Executive Committee or the Executive Director. The Board shall have the power to discontinue and abolish any committee the work of which is considered no longer necessary.

5.7.2 Members shall nominate representatives for committees to ensure adequate representation of the experience, practice and geographical location of the Members.

5.7.3 The Executive Director or his representative shall be an ex-officio member of each committee and shall provide the necessary administrative assistance and support for each committee.

6.1 IMPLEMENTATION OF REGIONAL POLICIES AND OBLIGATIONS
6.1.1 The Association shall develop policies, Service Level Agreements and rules to guide members in the implementation of regional obligations and corridor operations as agreed from time to time aimed at achieving regional synergy such as corridor efficiency, profitability or safety with respect to railway business.

6.1.2 The Association shall have powers to impose appropriate penalties on defaulting members in accordance with the schedules of sanctions as stipulated in the individual policy documents or as agreed from time to time.

6.1.3 For the purpose of determining compliance with agreed policies and guidelines the Association shall have powers to conduct audits on members or along corridors using agreed guidelines.

6.2 SUPPLY OF INFORMATION TO THE SECRETARIAT
6.2.1 In order for the Secretariat to be able to effectively discharge its duties, each member of the Association shall be obliged to supply information to the Secretariat as and when requested to do so. Such information shall form the basis of policy development, performance measurement, compliance audit, or project proposals for funding purposes in order to further the interests of the Association.

6.2.2 Any member who fails to comply with the requirement of article 6.2.1 shall be required to submit an explanation to the Secretariat as to why compliance is not possible. Such explanation shall be put on record and tabled before the Board for further guidance.

6.3 BANK ACCOUNTS AND PROPERTY
The Association shall have powers to open and operate accounts, purchase movable property necessary for carrying out objects of the Association, applying income of the Association towards its objects, take professional advice, institute and defend legal proceedings as well as enter into contracts conducive to the attainment of the objects of the Association. Such rights shall be applied within the framework provided by the Association’s Board from time to time.

7.1 BUDGET
The Board shall adopt each year a budget for the Association.

7.2 MEMBERSHIP SUBSCRIPTIONS
7.2.1 The expenses of the Association shall be met by subscriptions determined annually by the Board for Members, Associate Members, and Special Members.

7.2.2 The membership year as well as the accounting year of the Association shall be from 1st January to 31st December of each year.

7.2.3 Subscriptions shall be payable annually in advance of 1st January each year. Payment of subscriptions and the handling of defaulting members shall be in accordance with clause 7.3.

7.3 PROCEDURE FOR THE PAYMENT OF SUBSCRIPTIONS
7.3.1 The secretariat shall invoice members by 30th September of every year for subscriptions of the coming year.

7.3.2 The deadline for the payment of any arrears shall be 31st March every year.

7.3.3 The deadline for the payment of current year subscriptions shall be 30th June every year.

7.3.4 After 30th June every year the SARA President shall require a defaulting member to state in writing why payment is not being made.

7.3.5 If payment is not received six months after the President has written to the Member and there is no satisfactory reason as to why payment is not being made, the Board shall suspend the member and all benefits from SARA withdrawn but without prejudice to SARA’s right to demand subscriptions accrued during the period the institution remained a member and benefited from SARA activities.

7.4 FINANCIAL STATEMENTS AND AUDIT
7.4.1 The Secretariat shall submit Interim Financial Statements, which shall include Income and Expenditure, and Balance Sheet to the Finance and Audit Committee, which in turn shall table the reports to the Executive Committee, before submission to the Board for consideration.

7.4.2 A complete audit of the accounts of the Association shall be conducted each year by an independent accounting firm appointed by the Board. The Board may also appoint members’ auditors, as it deems necessary.

7.4.3 The Secretariat shall submit Audited Financial Statements to the Board annually, which shall include, Income and Expenditure, Balance Sheet and any other reports as directed by the Board.

7.5 SPECIAL ARRANGEMENTS
The Board may also establish special arrangements for determining dues for any new Members.

7.6 RESIGNING MEMBER
A Member giving notice of resignation of membership shall remain obligated to pay its proportionate share of dues set by the Board to meet the expenses of the Association under any annual budget (or budget amendment) approved by the Association prior to the date that written notice of resignation is received by the Board.

8.1 OBJECTIVITY OF THE ASSOCIATION
The Association shall be objective, neutral and impartial in dealing with any matter of conflict between or among members, or any other stakeholders.

8.2 INTERNAL DISPUTE RESOLUTION AND ARBITRATION
8.2.1 Members shall endeavour to resolve disputes amicably among themselves

8.2.2 Any dispute arising between or among members shall initially be dealt with internally through a committee comprising the President, Vice President, immediate past President and the Executive Director. In the event of a conflict of interest arising with any of these committee members, other SARA members shall be co-opted into the committee. This committee shall be at liberty to co-opt any specialist in the problem at hand. Such specialist may be from outside current SARA membership where necessary.

8.2.3 Should this committee fail to resolve the dispute within sixty days, the case shall be referred to arbitration. The arbitration panel shall comprise three members: one chosen by each party to the dispute and the third one being jointly selected by the two parties. The arbitrators’ decision shall be final and binding.

8.2.4 The Arbitration procedure shall be in accordance with the SADC Protocol on Arbitration.

The principal office of the Association shall be located in Harare, Zimbabwe and branch offices may be established elsewhere as the Board may approve.

Upon dissolution, the balance of any assets or property of the Association which remains after all debts or obligations are paid will be distributed to any other non-profit organisation as the Board may determine.

The provisions of this Constitution may be amended or modified at any time by the Board at a meeting held in accordance with Article 3.6 provided that the amendment/s must be approved by 75% of the members having voting rights.