OBJECTIVES

1.1 The main objectives of the Independent Lubricant Blender’s Association shall be to:

1.1.1 act in the best interest of all Members and protect and further the interests of the
Members in ensuring a sustainable, environmentally sound, profitable and organised industry and business environment for the blending, transportation, processing and sale of lubricant finished product;

1.1.2 promote a Code of Ethics, including but not limited to good environmental practice, for the lubricant industry;

1.1.3 promote the continuation of the lubricant industry by inter alia requiring all Members and encouraging all participants in the industry to adhere to the principles and quality set out in this Constitution and Statutes, specifically those relating to quality and sound environmental practices;

1.1.4 lobby and engage government on a national, provincial and local level to further the general interests of the Association and its Members and if necessary, promote, support or oppose, as may be deemed expedient any proposal, legislative or other measures which may affect the interests of Members;

1.1.5 actively encourage and advance Black Economic Empowerment (historically disadvantaged individuals) in the lubricant Industry in accordance with this Constitution and the relevant Statutes and the industry specific charters provided by government;

1.1.6 take all such steps as may be necessary and expedient to ensure that all Independent Blender’s, Marketers and Suppliers to the industry become Members of the Association and subscribe to this Constitution and the principles set out in this Constitution;

1.1.7 co-operate with such other organisations and entities when expedient to do so in the overall quality, environment and the interest of the Members of the Association;

1.1.8 endeavour to promote representation of all stakeholders throughout the lubricant industry; and

1.1.9 promote co-operation and goodwill among Members for the good of their common interests.

MEMBERS

2.1 Membership shall be divided into three main classes, namely:

2.1.1 “Blender Members” are independent lubricant companies including any firm, corporation or other organization which:

2.1.1.1 derives at least fifty percent (50%) of net sales from blending (compounding) lubricants in RSA and / or manufactures a minimum of 250 000 litres of lubricants annually.

2.1.1.2 is not more that 5% owned by an entity considered to be either a major oil or chemical company with a national or international scope.



2.1.2 “Supplier Members” are companies including any firm, corporation or other organization which supports the objectives of the ILBA and which supplies raw material, packaging , manufacturing equipment or goods and services used or sold by ILBA blending members.

2.1.3 “Marketing Members” are companies including firms, partnerships, Corporations, or other organizations which:

2.1.3.1 markets and blends lubricants, but does not meet the ILBA blending requirement,

2.1.3.2 Owns and operates a lubricant storage facility whilst maintaining a finished product inventory or utilizes a toll blender to secure these services.

2.2 The membership of the Association shall further only consist of such persons who have accepted membership and have agreed to be bound by the terms of this Constitution and any Code of Ethics adopted by the Association from time to time. Subject to the provisions of this Constitution, any such person who makes a written application to become a member of the Association and whose application is accepted by the majority of the Exco Members in a meeting of Exco shall be and become a Member of the Association.

MEETINGS OF MEMBERS

2.3 The Association shall hold its first Annual General Meeting within eighteen months after the date of adoption of this Constitution and shall thereafter in each year hold an Annual General Meeting; provided that not more than fifteen months shall elapse between the date of one annual general meeting and that of the next. Other Special General Meetings of the Association may be held at any time in accordance with the provisions of this Constitution.

DECISIONS AND VOTES OF MEMBERS

3.1 Every Blender Member shall have one vote at any meeting of Members.

3.2 Supplier and Marketing Members shall not have any vote at meetings of Members.

3.3 The Blender Members shall endeavour to pass all decisions on a consensus basis. However, if consensus cannot be achieved, at any meeting of Members a resolution put to the vote of the meeting shall be decided by majority vote on a show of hands. A declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Association, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, such resolution. No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is given. Any such objection shall be referred to the Chairman of the meeting, whose decision shall be final and conclusive.

3.4 In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote, in addition to his deliberative vote as a Blender Member.

3.5 A resolution in writing signed by all the persons for the time being entitled to receive notice of and to attend and vote at a meeting of Members or by duly authorised representatives on their behalf shall be as valid and effectual as if it had been passed at a meeting of the Association duly convened and held.

3.6 On show of hands, each Blender Member present in person or by proxy or, if the Blender Member is a body corporate, duly represented, at any meeting of the Association shall have one vote.