The Club Constitution

Constitution of the Tygerberg Mountain Bike Club

CONSTITUTION of the TYGERBERG MOUNTAIN BIKE CLUB
(Incorporated 27 February 1997)

This Constitution, together with duly authorised amendments thereto, shall be that of the

TYGERBERG MOUNTAIN BIKE CLUB

  1. DEFINITIONS
    In this Constitution, unless the context indicates otherwise:

    1.1 “TMTBC” or “Club” shall mean the Tygerberg Mountain Bike Club.

    1.2 “Annual report” shall mean the report submitted by the Chairman to the Annual General Meeting of the Club and shall include such reports by any member of the Management Committee which said Committee considers should be presented to such Annual General Meeting.

    1.3. “Annual Financial Statements” means the annual audited balance sheet, income and expenditure account, Treasurer’s report and Auditor’s report.

    1.4. The financial year shall be the period from 1 January to 31 December

    1.5. “CSA” shall mean Cycling South Africa

    1.6. “Official” means any one of the officials mentioned in clause 5, and office shall have a corresponding meaning;

    1.7. The “sport” shall mean mountain biking.

    1.8. “Year” shall be the period of one year ending on 31st December each year.

  2. NAME AND LEGAL PERSONALITY
    2.1. The Constitution shall come into effect immediately if it is approved at a General Meeting of the members.

    2.2. The Club is a common law corporate body and as such –

    i. its assets, liabilities, rights and obligations vest in it independently of its members;

    ii. it may not distribute any of its profits and gains to any person and it will use its funds solely for the objectives for which it has been established and for investment;

    iii. it will have perpetual succession; and

    iv. it may sue or be sued in its own name.

    2.3. The members will not by reason of their membership be liable for the liabilities and obligations of the Club.

  3. AFFILIATION
    3.1. The Club shall affiliate with representative associations of mountain biking and subscribe to the objectives of such associations.

    3.2. If there is any inconsistency between the constitution of a representative association to which the Club is affiliated and this Constitution, the two instruments shall as far as reasonably possible be reconciled and if the inconsistency cannot be reconciled, the constitution of the representative association shall prevail.

  4. MEMBERSHIP
    4.1. Membership of the Club is open to any person who subscribes to this Constitution, who pays the prescribed membership fee, who submits to the control of the Management Committee and who has not been excluded in terms of proper disciplinary proceedings conducted under this Constitution.

    4.2. Increases to annual membership fees shall be voted on by members at a special general meeting to be held in December of each year. Interim financials, business plan and proposed budget will be presented in order to substantiate changes in membership fees.

    4.3. An application to become a member is submitted to the Membership Officer electronically via the Club’s website or via post.

    4.4. The Membership Officer shall consider each application for membership and may accept or reject an application.

    4.5. If the Membership Officer rejects an application, he / she shall forthwith provide written reasons for his / her decision.

    4.6. An applicant who feels aggrieved of a decision by the Membership Officer to reject his or her application may appeal to the Management Committee.

    4.7. The Management Committee shall consider an appeal as contemplated in sub clause 4.6 and may accept or reject an application.

    4.8. The decision of the Management Committee under sub clause 4.7 is final and binding on all concerned.

  5. MANAGEMENT COMMITTEE
    5.1. The Management Committee of the Club consists of the following officials:

    i. Chairperson, who may serve a maximum of two (2) consecutive terms,with the option of the term being extended further at the AGM,

    ii. Vice Chairperson,

    iii. Treasurer, who will hold an acknowledged accounting qualification or have the appropriate accounting experience / knowledge,

    iv. Secretary,

    v. at least four (4) but not more than six (6) additional Officials elected at a General Meeting.

    5.2. The Management Committee is responsible for:

    i. the administration and financial management of the Club,

    ii. preparation of an annual business plan which will be made available at the December “fee setting” SGM,

    iii. applicable policy guidelines and instructions, if any.

    5.3. The Management Committee shall annually appoint the auditors for the Club.

    5.4. The Management Committee shall, as and when required, name the representatives of the Club who shall serve on committees appointed and bodies established by any representative association to which the Club is affiliated.

    5.5. The Management Committee may appoint honorary club members but such honorary member, by virtue of their honorary status, shall not have any rights to participate in the management and/or decision making in respect of the Club, this includes being excluded from voting at General Meetings.

    5.6. An Official shall cease to hold office if –

    i. he or she is excluded in terms of proper disciplinary proceedings conducted under this Constitution;

    ii. he or she resigns from office by giving written notice to the Club;

    iii. he or she is convicted of an offence which involves dishonesty;

    iv. he or she is removed from office by a resolution passed at a general meeting of the Club if the intention to vote upon the removal from office has been specified in the notice convening the general meeting

    5.7. Subject to the provisions of this Constitution, the Management Committee shall manage and control the business and affairs of the Club, shall have full powers in the management and direction of such business and affairs, may exercise all such powers of the Club and do all such acts on behalf of the Club as may be lawfully exercised and done by the Club and as are not by this Constitution required to be exercised or done by the Club in general meeting or by another Official, committee or sub-committee, subject, however, to such rules as may have been made by the Club in general meeting or as may be made by the Management Committee from time to time.

    5.8. Save as specifically provided in this Constitution, the Management Committee shall at all times have the right to engage on behalf of the Club the services of accountants, auditors, attorneys, advocates and any other professional firm or person or other employees whatsoever for any reasons deemed necessary by the Management Committee and on such terms as the Management Committee shall decide.

    5.9. The Management Committee may co-opt any person or persons who may, in the opinion of the Management Committee, contribute to the performance or exercising of the powers, duties and functions of the Management Committee, but a person who is co-opted in this way shall not be entitled to participate in the actual decision making process of the Management Committee.

    5.10. The Management Committee shall be entitled to appoint committees consisting of such number of Officials, members and such other persons as they may deem fit and to delegate to such committees such of their functions, powers and duties as they may deem fit, with further power to vary or revoke such appointments and delegations as the Management Committee may from time to time deem necessary.

    5.11. Notwithstanding anything to the contrary contained in this Constitution, the Management Committee may in the name of the Club enforce the provisions of any rules by civil application or action in a court of competent jurisdiction and for this purpose may appoint such attorneys and counsel as they may deem fit.

    5.12. If the Management Committee institutes any legal proceedings against any member for the enforcement of any of the rights of the Club in terms of this Constitution, the Club shall be entitled to recover all legal costs so incurred from the member or resident concerned, calculated as between attorney and own client.

    5.13. The Management Committee may resolve that a Management Committee member shall be entitled to:

    i. payment of an annual honorarium in such amount as the Committee may recommend and the Annual General Meeting may adopt; and/or

    ii. payment of out-of-pocket expenses or other disbursements in such amounts as the Committee may, from time to time, determine; and/or

    iii. Membership of the Club for the term in which they serve

  6. MEETINGS OF THE MANAGEMENT COMMITTEE
    6.1. The Management Committee meets as often as required but at least once per month.

    6.2. Meetings of the Management Committee are convened by the Secretary on instruction from the Chairperson.

    6.3. A quorum shall consist of 50 (fifty) percent plus one of the serving management committee members.

    6.4. The Chairperson shall preside at meetings of the Management Committee and, in the absence of the Chairperson, the Vice Chairperson shall preside and, in the absence of both the Chairperson and the Vice Chairperson, an Official elected by the remaining members of the Management Committee shall preside.

    6.5. The Secretary shall cause minutes to be kept at meetings of the Management Committee and, in the absence of the Secretary, the Official presiding at the meeting shall instruct another Official who is present to keep minutes.

    6.6. Decisions of the Management Committee are as far as reasonably possible taken by way of consensus.

    6.7. If the Management Committee is not able to take a decision by way of consensus, a decision shall be taken by way of ordinary majority vote.

    6.8. If the Management Committee has to take a decision by vote and the vote is tied, the Chairperson shall have a casting vote.

  7. GENERAL MEETINGS OF CLUB
    7.1. The Club shall, within three months after the end of each financial year hold an annual general meeting and shall specify the meeting as such in the notices in terms of clause 8.1.

    7.2. The annual general meeting shall be held at such reasonable time and place as the Management Committee shall decide from time to time.

    7.3. The Management Committee must on petition of members together holding not less than 40% (Forty percent) of the total voting rights of all members, convene extraordinary general meetings.

  8. NOTICES OF MEETINGS
    8.1. An annual general meeting and a meeting called for the passing of a special resolution, including the setting of annual membership fees, shall be called by giving at least 21 days’ written notice and an extraordinary general meeting, other than one called for the passing of a special resolution, shall be called by giving at least 14 days’ written notice.
  9. QUORUM
    9.1. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business.

    9.2. The quorum at any general meeting of the Club shall be members together holding not less than 25% (Twenty five percent) of the total voting rights of all members.

    9.3. If, within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the members present shall be a quorum.

  10. AGENDA AT MEETINGS
    10.1. In addition to any other matters required by this Constitution to be dealt with at an annual general meeting, every annual general meeting shall deal with –

    i. consideration of the chairperson’s report;

    ii. election of Officials;

    iii. consideration of any other matters raised at the meeting, including any resolution proposed for adoption by such meeting by the Management Committee, and the voting upon any such resolutions;

    iv. consideration of the Annual Financial Statements of the Club for the preceding financial year;

    v. consideration of the report of the auditors and the fixing of remuneration of the Officials if, and where applicable;

    vi. income and expense budget

    10.2. No business shall be dealt with at any general meeting unless written notice has been given to the Management Committee not less than seven days before such meeting by the person proposing to raise such business of his or her intention so to do, provided that the Chairperson may on ordinary resolution of the meeting relax this condition.

  11. PROCEDURE AT GENERAL MEETINGS
    11.1. The Chairperson may, with the consent of any general meeting at which a quorum is present and shall, if so directed by the meeting, adjourn a meeting from time to time and place to place.

    11.2. No business shall be transacted at any adjourned meeting other than business which could have been transacted at the meeting from which the adjournment took place.

    11.3. Whenever a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given in the same manner as for an original meeting.

    11.4. Subject to the provisions of sub clause 11.3, the members shall not be entitled to any notice of adjournment or of the business to be transacted at an adjourned meeting.

    11.5. The Secretary shall cause minutes to be kept of every general meeting, which minutes shall, within 14 days after the meeting has closed, be reduced to writing and certified correct by the Chairperson.
    11.6. All minutes of general meetings shall, after certification, be placed in a minute book to be kept by the Secretary. The certified minutes will also be found on the clubs website.

  12. PROXIES
    12.1. A member may be represented at a general meeting by a proxy, who must be a member of the Club.

    12.2. The instrument appointing a proxy shall be in writing and signed by the member concerned or his or her agent, duly authorised in writing. A standard proxy form shall be made available to all members in conjunction with the notification of the general meeting.

    12.3. The instrument appointing a proxy and the power of attorney or any other authority under which it is signed shall be tabled at the meeting at which the person named in the instrument proposes to vote.

    12.4. No instrument appointing a proxy shall be valid after the expiration of three months from the date of its execution.

    12.5. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy, provided that no intimation in writing of the death of revocation had been received by the Chairperson at any time before a vote is taken in respect of which the proxy exercises such vote.

  13. VOTING
    13.1. At any general meeting of the Club, every member (over the age of 18) who is present in person or represented by proxy and entitled to vote, shall have one vote.

    13.2. Subject to the provisions of this Constitution, no person other than a member duly registered and who shall have paid all membership fees and other sums, if any, which shall be due and payable to the Club in respect of or arising out of his or her membership, shall be entitled to be present and to vote on any question, either personally or by proxy, at any general meeting.

    13.3. Honorary members by virtue of their membership status, are not entitled to vote (refer 5.5).

    13.4. At any general meeting a resolution put to the vote shall be decided on a show of hands and a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or negatived, and an entry to that effect in the book containing the minutes of the proceedings of the Club, 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.

    13.5. Notwithstanding the provisions of sub clause 13.4, a poll may, before or on the declaration of the result of the show of hands, be demanded by the Chairperson or members and any demand of a poll may be withdrawn by the Chairperson or members, as the case may be.

    13.6. If a poll is demanded, the poll shall be taken in such manner, including the manner in which the result of the poll shall be determined, as the Chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

    13.7. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson shall have a casting vote.

    13.8. A poll demanded on the election of an Official or on a question of adjournment shall be taken forthwith and a poll demanded on any other question shall be taken at such time as the Chairperson directs.

    13.9. The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other that the question upon which the poll has been demanded.

    13.10. Every resolution and every amended resolution proposed for adoption by a general meeting shall be seconded at the meeting and, if not so seconded, shall be deemed not to have been proposed.

    13.11. An ordinary resolution or the amendment of an ordinary resolution shall be carried on a simple majority of all votes cast.

    13.12. Unless any member present in person or by proxy at a general meeting, objects before the closure of the meeting to any declaration made by the Chairperson as to the result of any voting at the meeting, whether by show of hands or otherwise, or to the propriety or validity of the procedure at such meeting, such declaration by the Chairperson shall be deemed to be a true and correct statement of the voting, and the meeting shall in all respects be deemed to have been properly and validly constituted and conducted.

    13.13. An entry in the minutes to the effect that any motion has been carried or lost, with or without a record of the number of votes recorded in favour of or against such motion, shall be conclusive evidence of the votes so recorded.

  14. E-VOTING
    14.1. E-voting is short for ‘electronic voting’ and refers to the option of using electronic means to vote in referendums and elections. It is the voting over the Internet that uses a computer with an Internet-connection to cast the vote and send it to be stored in another remote computer. Mobile phones and tablets can also be used to cast a vote electronically. E-voting via Internet encourages more voters to cast their vote remotely and increases the likelihood of higher voter turnout for a mobile electorate.

    14.2. E-voting will be an acceptable form of voting provided that the conditions below are complied with.

    14.3. The management committee shall determine if e-voting will be employed for a resolution, question, referendum or election at a general meeting. They are responsible in ensuring that the e-voting system employed complies with the conditions below.

    14.4. E-voting has to be as free, reliable and secure as voting systems that do not involve the use of electronic means.

    14.5. An e-voting system therefore should comply to the following minimum requirements:

    i. To ensure that only persons with the right to vote are able to cast a vote.

    ii. To ensure that every vote cast is counted and that each vote is counted only once.

    iii. To maintain the voter’s right to form and to express his or her opinion in a free manner, without any coercion or undue influence.

    iv. To guarantee accessibility to as many voters as possible.

    v. To increase voter confidence by maximising the transparency of information on the functioning of each system. 14.6. The e-voting system should be capable of printing the ballots after they have been cast. These ballots can also be used for a recount.

    14.7. The e-voting system should have audit facilities for each of the main steps of the voting operation (voting, counting).

  15. ELECTION OF OFFICIALS
    15.1. The Officials are elected on the annual general meeting and shall ordinarily hold office from the date following the date on which they are elected until the date of the next annual general meeting.

    15.2. An official may be re-elected.

    15.3. If any Official ceases to hold office as contemplated in clause 5.6, the Management Committee may appoint a member to hold such office for the remaining portion of the Official concerned term of office. This Official shall have the full authority and decision making rights of the position to which they are appointed to. This decision and appointment shall be recorded in the minutes of the Management Committee.

    15.4. Only members of the Club are eligible to be nominated for an office.

    15.5. Officials are elected by ordinary majority vote by the members present in person or by proxy or e-voting at an annual general meeting.

  16. FINANCES
    16.1. The financial year of the Club shall be from 1 January to 31 December.

    16.2. The Treasurer may, with the approval of the Management Committee, open one or more bank accounts into which the funds or surplus funds of the Club may be deposited and from which payments on behalf of the Club may be made.

    16.3. Withdrawal of funds from any account contemplated in sub clause 16.2, whether by cheque or otherwise, shall only be done on authorisation of the Treasurer and the Chairperson or another Official duly appointed by the Management Committee.

    16.4. The accounts and books of the Club shall be properly maintained, kept up to date and open to inspection by members at all reasonable times during business hours.

    16.5. The accounts of the Club shall be examined annually and the correctness thereof ascertained by the auditors of the Club in accordance with standard accepted accounting practice.

    16.6. Tygerberg Mountain Bike Club’s income and assets may not be distributed to its members or office bearers unless the said person is being reimbursed for work done for the club. This payment must be reasonable for the amount of work done.

    16.7. Members or office bearers of the organisation do not have rights over Tygerberg Mountain Bike Club’s assets or property

  17. RECORDS17.1. The Secretary shall maintain general records as may be necessary for the efficient administration of the Club.17.2. A Membership Officer shall maintain records of members, honorary members and life members as may be necessary to control the membership of the club.

    17.3. The Treasurer shall maintain an inventory of fixed and other assets owned by the Club.

  18. CONDUCT
    18.1. A member of the Club is at all times subject to this Constitution, the rules made in terms of this Constitution, the laws, by-laws, regulations or rules of CSA and any code of conduct which may be adopted by the Club.

    18.2. A member of the Club shall at all times conduct himself or herself in such a way that the good name and reputation of the Club may not suffer prejudice as a result of his or her conduct.

  19. SUBCOMMITTEE ON DISCIPLINE
    19.1. The Subcommittee on Discipline shall consist of at least 4 members of the Management Committee.

    19.2. The Subcommittee on Discipline shall consider any infringement of the Constitution, any of the rules of the Club, any resolutions adopted and rulings made by the Club or Management Committee, any contract entered into by the Club, any competition established by the Club, or any laws, by-laws, regulations or rules of CSA and any code of conduct which may have been adopted by the Club.

    19.3. If the Subcommittee for Discipline is of the opinion that an infringement is not serious, it may warn the member concerned, not to commit similar infringements in future.

    19.4. If the Subcommittee for Discipline is of the opinion that an infringement is serious, it may refer the matter to a disciplinary committee and shall inform the member concerned in writing of the exact nature and extent of the charge, as well as the time, date and place for the disciplinary hearing.

  20. DISCIPLINARY COMMITTEE
    20.1. A disciplinary committee, consisting of

    i. at least two impartial club members or at least one person who is experienced in the administration of sports or sports law and who is not a member of the Club; and

    ii. at least one Members’ Representative;

    20.2. May be appointed by the Management Committee from time to time when the Subcommittee for Discipline deems it necessary to conduct disciplinary proceedings against a member.

    20.3. A disciplinary committee may simultaneously enquire into various infringements allegedly committed by a member and may simultaneously enquire into related infringements allegedly committed by different members.

    20.4. The Subcommittee for Discipline shall appoint –

    i. a member to take minutes at meetings of the disciplinary committee; and

    ii. a member to act as prosecutor before the disciplinary committee and to present evidence on behalf of the Club in a particular case.

    20.5. The disciplinary committee shall afford both the prosecutor and the accused member to present their respective cases and shall consider all the evidence presented by the prosecutor and by or on behalf of the member before making its decision.

    20.6. A member charged before a disciplinary committee may be assisted in proceedings before the disciplinary committee by another member of his or her choice and the person presiding over the disciplinary committee shall inform the member concerned of this right before the proceedings commence.

    20.7. If the disciplinary committee finds the accused member guilty of an infringement as charged, it may –

    i. warn the member;

    ii. impose a fine not exceeding R1 000.00 (One Thousand Rand) on the member;

    iii. suspend the member for a period not exceeding 6 (Six) months in the case of a first infringement, or a period not exceeding 12 (Twelve) months in the case of a subsequent infringement;

    iv. recommend to the Management Committee that the member should be expelled from the Club; or

    v. take such other steps as it may deem fit in the circumstances of the case.
    20.8. The disciplinary committee shall, within 3 days, inform the member concerned in writing of its finding and decision, stating the reasons for such finding and decision.

  21. APPEAL
    21.1. If a member feels aggrieved as a result of a decision by a disciplinary committee, the member may, within 7 days of being informed of the decision of the disciplinary committee, in writing appeal to the Chairman of the Club, stating the reasons for the appeal.

    21.2. The Chairperson of the Club shall consider the appeal on the minutes of the disciplinary committee, the finding and reasons contemplated and the written reasons contemplated in sub clause 21.1 and may in whole or in part, revoke or amend the decision of the disciplinary committee and may –

    i. warn the member;

    ii. impose a fine not exceeding R1 000.00 (One Thousand Rand) on the member;

    iii. suspend the member for a period not exceeding 6 (Six) months in the case of a first infringement, or a period not exceeding 12 (Twelve) months in the case of a subsequent infringement;

    iv. recommend to the Management Committee that the member should be expelled from the Club; or

    v. take such other steps as it may deem fit in the circumstances of the case.

    21.3. The decision of the Chairman of the Club shall be final and binding on all concerned.

  22. SERVICE OF NOTICES
    22.1. A notice may be served by the Club upon any member at the address specified on the prescribed application form completed by the particular member unless the member shall have notified the Secretary in writing of another address for service of notices.

    22.2. Any notice served by post, or in the case of disciplinary proceedings by prepaid registered post, shall, unless the contrary is proven, be deemed to have been served on the fifth day following that on which the notice was posted.

  23. INDEMNITY
    23.1. Every Official, servant, agent and employee of the Club and any managing agent, his or her employees, nominees or invitees, shall be indemnified by the Club against all costs, losses and expenses which such person or persons may incur or become liable for by reason of any contract entered into or any lawful act or deed done by such person or persons in the discharge of their respective duties, including in the case of an Official, his or her duties as Chairperson, Treasurer, Secretary or other Official.

    23.2. Without prejudice to the generality of the sub clause 23.1, the Club shall specifically indemnify every person referred to in sub clause 23.1 against all losses of whatsoever nature incurred arising out of any bona fide act, deed or letter done or written by him or her jointly or severally in connection with the discharge of his or her duties.

  24. RULES
    24.1. Subject to any restriction imposed or direction given at a general meeting of the Club, the Management Committee may from time to time make rules with regard to

    i. the conduct of members;

    ii. the application form for membership of the Club

    iii. decrease in membership fees during the membership year

    iv. without limiting the generality of this paragraph, for the furtherance and promotion of any of the objects of the Club and/or for the better management of the affairs of the Club and/or for the advancement of the interests of members,

    v. and may vary, modify or repeal any rules made by the Management Committee, but not rules made by a general meeting of the Club.

    24.2. A general meeting of the Club may make any rules which the Management Committee may make in terms of this clause and may vary, modify or repeal any rules made from time to time by it or by the Management Committee.

    24.3. The members shall be notified in writing of any rule made by the Management Committee or the general meeting of the Club.

    24.4. The Secretary shall keep a copy of this Constitution, as amended from time to time and a record of all the rules made from time to time under sub clause 24.1.

  25. AMENDMENT
    25.1. This Constitution may be amended by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.
  26. DISSOLUTION
    26.1. The Club may dissolve itself by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.

    26.2. In the event of dissolution of the Club –

    i. the Management Committee will act as liquidators;
    ii. the Club’s net assets after discharge of its liabilities will be distributed in the liquidators’ discretion to one or more mountain biking or similar clubs.

CONSTITUTION of the TYGERBERG MOUNTAIN BIKE CLUB
(Incorporated 27 February 1997)

This Constitution, together with duly authorised amendments thereto, shall be that of the

TYGERBERG MOUNTAIN BIKE CLUB

  1. DEFINITIONS
    In this Constitution, unless the context indicates otherwise:

    1.1 “TMTBC” or “Club” shall mean the Tygerberg Mountain Bike Club.

    1.2 “Annual report” shall mean the report submitted by the Chairman to the Annual General Meeting of the Club and shall include such reports by any member of the Management Committee which said Committee considers should be presented to such Annual General Meeting.

    1.3. “Annual Financial Statements” means the annual audited balance sheet, income and expenditure account, Treasurer’s report and Auditor’s report.

    1.4. The financial year shall be the period from 1 January to 31 December

    1.5. “CSA” shall mean Cycling South Africa

    1.6. “Official” means any one of the officials mentioned in clause 5, and office shall have a corresponding meaning;

    1.7. The “sport” shall mean mountain biking.

    1.8. “Year” shall be the period of one year ending on 31st December each year.

  2. NAME AND LEGAL PERSONALITY
    2.1. The Constitution shall come into effect immediately if it is approved at a General Meeting of the members.

    2.2. The Club is a common law corporate body and as such –

    i. its assets, liabilities, rights and obligations vest in it independently of its members;

    ii. it may not distribute any of its profits and gains to any person and it will use its funds solely for the objectives for which it has been established and for investment;

    iii. it will have perpetual succession; and

    iv. it may sue or be sued in its own name.

    2.3. The members will not by reason of their membership be liable for the liabilities and obligations of the Club.

  3. AFFILIATION
    3.1. The Club shall affiliate with representative associations of mountain biking and subscribe to the objectives of such associations.

    3.2. If there is any inconsistency between the constitution of a representative association to which the Club is affiliated and this Constitution, the two instruments shall as far as reasonably possible be reconciled and if the inconsistency cannot be reconciled, the constitution of the representative association shall prevail.

  4. MEMBERSHIP
    4.1. Membership of the Club is open to any person who subscribes to this Constitution, who pays the prescribed membership fee, who submits to the control of the Management Committee and who has not been excluded in terms of proper disciplinary proceedings conducted under this Constitution.

    4.2. Increases to annual membership fees shall be voted on by members at a special general meeting to be held in December of each year. Interim financials, business plan and proposed budget will be presented in order to substantiate changes in membership fees.

    4.3. An application to become a member is submitted to the Membership Officer electronically via the Club’s website or via post.

    4.4. The Membership Officer shall consider each application for membership and may accept or reject an application.

    4.5. If the Membership Officer rejects an application, he / she shall forthwith provide written reasons for his / her decision.

    4.6. An applicant who feels aggrieved of a decision by the Membership Officer to reject his or her application may appeal to the Management Committee.

    4.7. The Management Committee shall consider an appeal as contemplated in sub clause 4.6 and may accept or reject an application.

    4.8. The decision of the Management Committee under sub clause 4.7 is final and binding on all concerned.

  5. MANAGEMENT COMMITTEE
    5.1. The Management Committee of the Club consists of the following officials:

    i. Chairperson, who may serve a maximum of two (2) consecutive terms,with the option of the term being extended further at the AGM,

    ii. Vice Chairperson,

    iii. Treasurer, who will hold an acknowledged accounting qualification or have the appropriate accounting experience / knowledge,

    iv. Secretary,

    v. at least four (4) but not more than six (6) additional Officials elected at a General Meeting.

    5.2. The Management Committee is responsible for:

    i. the administration and financial management of the Club,

    ii. preparation of an annual business plan which will be made available at the December “fee setting” SGM,

    iii. applicable policy guidelines and instructions, if any.

    5.3. The Management Committee shall annually appoint the auditors for the Club.

    5.4. The Management Committee shall, as and when required, name the representatives of the Club who shall serve on committees appointed and bodies established by any representative association to which the Club is affiliated.

    5.5. The Management Committee may appoint honorary club members but such honorary member, by virtue of their honorary status, shall not have any rights to participate in the management and/or decision making in respect of the Club, this includes being excluded from voting at General Meetings.

    5.6. An Official shall cease to hold office if –

    i. he or she is excluded in terms of proper disciplinary proceedings conducted under this Constitution;

    ii. he or she resigns from office by giving written notice to the Club;

    iii. he or she is convicted of an offence which involves dishonesty;

    iv. he or she is removed from office by a resolution passed at a general meeting of the Club if the intention to vote upon the removal from office has been specified in the notice convening the general meeting

    5.7. Subject to the provisions of this Constitution, the Management Committee shall manage and control the business and affairs of the Club, shall have full powers in the management and direction of such business and affairs, may exercise all such powers of the Club and do all such acts on behalf of the Club as may be lawfully exercised and done by the Club and as are not by this Constitution required to be exercised or done by the Club in general meeting or by another Official, committee or sub-committee, subject, however, to such rules as may have been made by the Club in general meeting or as may be made by the Management Committee from time to time.

    5.8. Save as specifically provided in this Constitution, the Management Committee shall at all times have the right to engage on behalf of the Club the services of accountants, auditors, attorneys, advocates and any other professional firm or person or other employees whatsoever for any reasons deemed necessary by the Management Committee and on such terms as the Management Committee shall decide.

    5.9. The Management Committee may co-opt any person or persons who may, in the opinion of the Management Committee, contribute to the performance or exercising of the powers, duties and functions of the Management Committee, but a person who is co-opted in this way shall not be entitled to participate in the actual decision making process of the Management Committee.

    5.10. The Management Committee shall be entitled to appoint committees consisting of such number of Officials, members and such other persons as they may deem fit and to delegate to such committees such of their functions, powers and duties as they may deem fit, with further power to vary or revoke such appointments and delegations as the Management Committee may from time to time deem necessary.

    5.11. Notwithstanding anything to the contrary contained in this Constitution, the Management Committee may in the name of the Club enforce the provisions of any rules by civil application or action in a court of competent jurisdiction and for this purpose may appoint such attorneys and counsel as they may deem fit.

    5.12. If the Management Committee institutes any legal proceedings against any member for the enforcement of any of the rights of the Club in terms of this Constitution, the Club shall be entitled to recover all legal costs so incurred from the member or resident concerned, calculated as between attorney and own client.

    5.13. The Management Committee may resolve that a Management Committee member shall be entitled to:

    i. payment of an annual honorarium in such amount as the Committee may recommend and the Annual General Meeting may adopt; and/or

    ii. payment of out-of-pocket expenses or other disbursements in such amounts as the Committee may, from time to time, determine; and/or

    iii. Membership of the Club for the term in which they serve

  6. MEETINGS OF THE MANAGEMENT COMMITTEE
    6.1. The Management Committee meets as often as required but at least once per month.

    6.2. Meetings of the Management Committee are convened by the Secretary on instruction from the Chairperson.

    6.3. A quorum shall consist of 50 (fifty) percent plus one of the serving management committee members.

    6.4. The Chairperson shall preside at meetings of the Management Committee and, in the absence of the Chairperson, the Vice Chairperson shall preside and, in the absence of both the Chairperson and the Vice Chairperson, an Official elected by the remaining members of the Management Committee shall preside.

    6.5. The Secretary shall cause minutes to be kept at meetings of the Management Committee and, in the absence of the Secretary, the Official presiding at the meeting shall instruct another Official who is present to keep minutes.

    6.6. Decisions of the Management Committee are as far as reasonably possible taken by way of consensus.

    6.7. If the Management Committee is not able to take a decision by way of consensus, a decision shall be taken by way of ordinary majority vote.

    6.8. If the Management Committee has to take a decision by vote and the vote is tied, the Chairperson shall have a casting vote.

  7. GENERAL MEETINGS OF CLUB
    7.1. The Club shall, within three months after the end of each financial year hold an annual general meeting and shall specify the meeting as such in the notices in terms of clause 8.1.

    7.2. The annual general meeting shall be held at such reasonable time and place as the Management Committee shall decide from time to time.

    7.3. The Management Committee must on petition of members together holding not less than 40% (Forty percent) of the total voting rights of all members, convene extraordinary general meetings.

  8. NOTICES OF MEETINGS
    8.1. An annual general meeting and a meeting called for the passing of a special resolution, including the setting of annual membership fees, shall be called by giving at least 21 days’ written notice and an extraordinary general meeting, other than one called for the passing of a special resolution, shall be called by giving at least 14 days’ written notice.
  9. QUORUM
    9.1. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business.

    9.2. The quorum at any general meeting of the Club shall be members together holding not less than 25% (Twenty five percent) of the total voting rights of all members.

    9.3. If, within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the members present shall be a quorum.

  10. AGENDA AT MEETINGS
    10.1. In addition to any other matters required by this Constitution to be dealt with at an annual general meeting, every annual general meeting shall deal with –

    i. consideration of the chairperson’s report;

    ii. election of Officials;

    iii. consideration of any other matters raised at the meeting, including any resolution proposed for adoption by such meeting by the Management Committee, and the voting upon any such resolutions;

    iv. consideration of the Annual Financial Statements of the Club for the preceding financial year;

    v. consideration of the report of the auditors and the fixing of remuneration of the Officials if, and where applicable;

    vi. income and expense budget

    10.2. No business shall be dealt with at any general meeting unless written notice has been given to the Management Committee not less than seven days before such meeting by the person proposing to raise such business of his or her intention so to do, provided that the Chairperson may on ordinary resolution of the meeting relax this condition.

  11. PROCEDURE AT GENERAL MEETINGS
    11.1. The Chairperson may, with the consent of any general meeting at which a quorum is present and shall, if so directed by the meeting, adjourn a meeting from time to time and place to place.

    11.2. No business shall be transacted at any adjourned meeting other than business which could have been transacted at the meeting from which the adjournment took place.

    11.3. Whenever a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given in the same manner as for an original meeting.

    11.4. Subject to the provisions of sub clause 11.3, the members shall not be entitled to any notice of adjournment or of the business to be transacted at an adjourned meeting.

    11.5. The Secretary shall cause minutes to be kept of every general meeting, which minutes shall, within 14 days after the meeting has closed, be reduced to writing and certified correct by the Chairperson.
    11.6. All minutes of general meetings shall, after certification, be placed in a minute book to be kept by the Secretary. The certified minutes will also be found on the clubs website.

  12. PROXIES
    12.1. A member may be represented at a general meeting by a proxy, who must be a member of the Club.

    12.2. The instrument appointing a proxy shall be in writing and signed by the member concerned or his or her agent, duly authorised in writing. A standard proxy form shall be made available to all members in conjunction with the notification of the general meeting.

    12.3. The instrument appointing a proxy and the power of attorney or any other authority under which it is signed shall be tabled at the meeting at which the person named in the instrument proposes to vote.

    12.4. No instrument appointing a proxy shall be valid after the expiration of three months from the date of its execution.

    12.5. A vote given in accordance with the terms of a proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy, provided that no intimation in writing of the death of revocation had been received by the Chairperson at any time before a vote is taken in respect of which the proxy exercises such vote.

  13. VOTING
    13.1. At any general meeting of the Club, every member (over the age of 18) who is present in person or represented by proxy and entitled to vote, shall have one vote.

    13.2. Subject to the provisions of this Constitution, no person other than a member duly registered and who shall have paid all membership fees and other sums, if any, which shall be due and payable to the Club in respect of or arising out of his or her membership, shall be entitled to be present and to vote on any question, either personally or by proxy, at any general meeting.

    13.3. Honorary members by virtue of their membership status, are not entitled to vote (refer 5.5).

    13.4. At any general meeting a resolution put to the vote shall be decided on a show of hands and a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or negatived, and an entry to that effect in the book containing the minutes of the proceedings of the Club, 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.

    13.5. Notwithstanding the provisions of sub clause 13.4, a poll may, before or on the declaration of the result of the show of hands, be demanded by the Chairperson or members and any demand of a poll may be withdrawn by the Chairperson or members, as the case may be.

    13.6. If a poll is demanded, the poll shall be taken in such manner, including the manner in which the result of the poll shall be determined, as the Chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

    13.7. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson shall have a casting vote.

    13.8. A poll demanded on the election of an Official or on a question of adjournment shall be taken forthwith and a poll demanded on any other question shall be taken at such time as the Chairperson directs.

    13.9. The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other that the question upon which the poll has been demanded.

    13.10. Every resolution and every amended resolution proposed for adoption by a general meeting shall be seconded at the meeting and, if not so seconded, shall be deemed not to have been proposed.

    13.11. An ordinary resolution or the amendment of an ordinary resolution shall be carried on a simple majority of all votes cast.

    13.12. Unless any member present in person or by proxy at a general meeting, objects before the closure of the meeting to any declaration made by the Chairperson as to the result of any voting at the meeting, whether by show of hands or otherwise, or to the propriety or validity of the procedure at such meeting, such declaration by the Chairperson shall be deemed to be a true and correct statement of the voting, and the meeting shall in all respects be deemed to have been properly and validly constituted and conducted.

    13.13. An entry in the minutes to the effect that any motion has been carried or lost, with or without a record of the number of votes recorded in favour of or against such motion, shall be conclusive evidence of the votes so recorded.

  14. E-VOTING
    14.1. E-voting is short for ‘electronic voting’ and refers to the option of using electronic means to vote in referendums and elections. It is the voting over the Internet that uses a computer with an Internet-connection to cast the vote and send it to be stored in another remote computer. Mobile phones and tablets can also be used to cast a vote electronically. E-voting via Internet encourages more voters to cast their vote remotely and increases the likelihood of higher voter turnout for a mobile electorate.

    14.2. E-voting will be an acceptable form of voting provided that the conditions below are complied with.

    14.3. The management committee shall determine if e-voting will be employed for a resolution, question, referendum or election at a general meeting. They are responsible in ensuring that the e-voting system employed complies with the conditions below.

    14.4. E-voting has to be as free, reliable and secure as voting systems that do not involve the use of electronic means.

    14.5. An e-voting system therefore should comply to the following minimum requirements:

    i. To ensure that only persons with the right to vote are able to cast a vote.

    ii. To ensure that every vote cast is counted and that each vote is counted only once.

    iii. To maintain the voter’s right to form and to express his or her opinion in a free manner, without any coercion or undue influence.

    iv. To guarantee accessibility to as many voters as possible.

    v. To increase voter confidence by maximising the transparency of information on the functioning of each system. 14.6. The e-voting system should be capable of printing the ballots after they have been cast. These ballots can also be used for a recount.

    14.7. The e-voting system should have audit facilities for each of the main steps of the voting operation (voting, counting).

  15. ELECTION OF OFFICIALS
    15.1. The Officials are elected on the annual general meeting and shall ordinarily hold office from the date following the date on which they are elected until the date of the next annual general meeting.

    15.2. An official may be re-elected.

    15.3. If any Official ceases to hold office as contemplated in clause 5.6, the Management Committee may appoint a member to hold such office for the remaining portion of the Official concerned term of office. This Official shall have the full authority and decision making rights of the position to which they are appointed to. This decision and appointment shall be recorded in the minutes of the Management Committee.

    15.4. Only members of the Club are eligible to be nominated for an office.

    15.5. Officials are elected by ordinary majority vote by the members present in person or by proxy or e-voting at an annual general meeting.

  16. FINANCES
    16.1. The financial year of the Club shall be from 1 January to 31 December.

    16.2. The Treasurer may, with the approval of the Management Committee, open one or more bank accounts into which the funds or surplus funds of the Club may be deposited and from which payments on behalf of the Club may be made.

    16.3. Withdrawal of funds from any account contemplated in sub clause 16.2, whether by cheque or otherwise, shall only be done on authorisation of the Treasurer and the Chairperson or another Official duly appointed by the Management Committee.

    16.4. The accounts and books of the Club shall be properly maintained, kept up to date and open to inspection by members at all reasonable times during business hours.

    16.5. The accounts of the Club shall be examined annually and the correctness thereof ascertained by the auditors of the Club in accordance with standard accepted accounting practice.

    16.6. Tygerberg Mountain Bike Club’s income and assets may not be distributed to its members or office bearers unless the said person is being reimbursed for work done for the club. This payment must be reasonable for the amount of work done.

    16.7. Members or office bearers of the organisation do not have rights over Tygerberg Mountain Bike Club’s assets or property

  17. RECORDS17.1. The Secretary shall maintain general records as may be necessary for the efficient administration of the Club.

    17.2. A Membership Officer shall maintain records of members, honorary members and life members as may be necessary to control the membership of the club.

    17.3. The Treasurer shall maintain an inventory of fixed and other assets owned by the Club.

  18. CONDUCT
    18.1. A member of the Club is at all times subject to this Constitution, the rules made in terms of this Constitution, the laws, by-laws, regulations or rules of CSA and any code of conduct which may be adopted by the Club.

    18.2. A member of the Club shall at all times conduct himself or herself in such a way that the good name and reputation of the Club may not suffer prejudice as a result of his or her conduct.

  19. SUBCOMMITTEE ON DISCIPLINE
    19.1. The Subcommittee on Discipline shall consist of at least 4 members of the Management Committee.

    19.2. The Subcommittee on Discipline shall consider any infringement of the Constitution, any of the rules of the Club, any resolutions adopted and rulings made by the Club or Management Committee, any contract entered into by the Club, any competition established by the Club, or any laws, by-laws, regulations or rules of CSA and any code of conduct which may have been adopted by the Club.

    19.3. If the Subcommittee for Discipline is of the opinion that an infringement is not serious, it may warn the member concerned, not to commit similar infringements in future.

    19.4. If the Subcommittee for Discipline is of the opinion that an infringement is serious, it may refer the matter to a disciplinary committee and shall inform the member concerned in writing of the exact nature and extent of the charge, as well as the time, date and place for the disciplinary hearing.

  20. DISCIPLINARY COMMITTEE
    20.1. A disciplinary committee, consisting of

    i. at least two impartial club members or at least one person who is experienced in the administration of sports or sports law and who is not a member of the Club; and

    ii. at least one Members’ Representative;

    20.2. May be appointed by the Management Committee from time to time when the Subcommittee for Discipline deems it necessary to conduct disciplinary proceedings against a member.

    20.3. A disciplinary committee may simultaneously enquire into various infringements allegedly committed by a member and may simultaneously enquire into related infringements allegedly committed by different members.

    20.4. The Subcommittee for Discipline shall appoint –

    i. a member to take minutes at meetings of the disciplinary committee; and

    ii. a member to act as prosecutor before the disciplinary committee and to present evidence on behalf of the Club in a particular case.

    20.5. The disciplinary committee shall afford both the prosecutor and the accused member to present their respective cases and shall consider all the evidence presented by the prosecutor and by or on behalf of the member before making its decision.

    20.6. A member charged before a disciplinary committee may be assisted in proceedings before the disciplinary committee by another member of his or her choice and the person presiding over the disciplinary committee shall inform the member concerned of this right before the proceedings commence.

    20.7. If the disciplinary committee finds the accused member guilty of an infringement as charged, it may –

    i. warn the member;

    ii. impose a fine not exceeding R1 000.00 (One Thousand Rand) on the member;

    iii. suspend the member for a period not exceeding 6 (Six) months in the case of a first infringement, or a period not exceeding 12 (Twelve) months in the case of a subsequent infringement;

    iv. recommend to the Management Committee that the member should be expelled from the Club; or

    v. take such other steps as it may deem fit in the circumstances of the case.
    20.8. The disciplinary committee shall, within 3 days, inform the member concerned in writing of its finding and decision, stating the reasons for such finding and decision.

  21. APPEAL
    21.1. If a member feels aggrieved as a result of a decision by a disciplinary committee, the member may, within 7 days of being informed of the decision of the disciplinary committee, in writing appeal to the Chairman of the Club, stating the reasons for the appeal.

    21.2. The Chairperson of the Club shall consider the appeal on the minutes of the disciplinary committee, the finding and reasons contemplated and the written reasons contemplated in sub clause 21.1 and may in whole or in part, revoke or amend the decision of the disciplinary committee and may –

    i. warn the member;

    ii. impose a fine not exceeding R1 000.00 (One Thousand Rand) on the member;

    iii. suspend the member for a period not exceeding 6 (Six) months in the case of a first infringement, or a period not exceeding 12 (Twelve) months in the case of a subsequent infringement;

    iv. recommend to the Management Committee that the member should be expelled from the Club; or

    v. take such other steps as it may deem fit in the circumstances of the case.

    21.3. The decision of the Chairman of the Club shall be final and binding on all concerned.

  22. SERVICE OF NOTICES
    22.1. A notice may be served by the Club upon any member at the address specified on the prescribed application form completed by the particular member unless the member shall have notified the Secretary in writing of another address for service of notices.

    22.2. Any notice served by post, or in the case of disciplinary proceedings by prepaid registered post, shall, unless the contrary is proven, be deemed to have been served on the fifth day following that on which the notice was posted.

  23. INDEMNITY
    23.1. Every Official, servant, agent and employee of the Club and any managing agent, his or her employees, nominees or invitees, shall be indemnified by the Club against all costs, losses and expenses which such person or persons may incur or become liable for by reason of any contract entered into or any lawful act or deed done by such person or persons in the discharge of their respective duties, including in the case of an Official, his or her duties as Chairperson, Treasurer, Secretary or other Official.

    23.2. Without prejudice to the generality of the sub clause 23.1, the Club shall specifically indemnify every person referred to in sub clause 23.1 against all losses of whatsoever nature incurred arising out of any bona fide act, deed or letter done or written by him or her jointly or severally in connection with the discharge of his or her duties.

  24. RULES
    24.1. Subject to any restriction imposed or direction given at a general meeting of the Club, the Management Committee may from time to time make rules with regard to

    i. the conduct of members;

    ii. the application form for membership of the Club

    iii. decrease in membership fees during the membership year

    iv. without limiting the generality of this paragraph, for the furtherance and promotion of any of the objects of the Club and/or for the better management of the affairs of the Club and/or for the advancement of the interests of members,

    v. and may vary, modify or repeal any rules made by the Management Committee, but not rules made by a general meeting of the Club.

    24.2. A general meeting of the Club may make any rules which the Management Committee may make in terms of this clause and may vary, modify or repeal any rules made from time to time by it or by the Management Committee.

    24.3. The members shall be notified in writing of any rule made by the Management Committee or the general meeting of the Club.

    24.4. The Secretary shall keep a copy of this Constitution, as amended from time to time and a record of all the rules made from time to time under sub clause 24.1.

  25. AMENDMENT
    25.1. This Constitution may be amended by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.
  26. DISSOLUTION
    26.1. The Club may dissolve itself by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.

    26.2. In the event of dissolution of the Club –

    i. the Management Committee will act as liquidators;
    ii. the Club’s net assets after discharge of its liabilities will be distributed in the liquidators’ discretion to one or more mountain biking or similar clubs.