Constitution

CAPE JAGUAR CLUB

 ARTICLES OF ASSOCIATION, RULES, “CONSTITUTION” AND BYE LAWS

(THE “CONSTITUTION”)

1. NAME

The name of the Club shall be the CAPE JAGUAR CLUB.

2. INTERPRETATION

In this CONSTITUTION:

2.1.      CONSTITUTION means this Constitution and any amendments thereto

from time to time

2.2.      The Club means the Cape Jaguar Club.

2.3.      The Old Constitution means the Constitution which was adopted in 1979.

2.4.      Membership means membership of the Club with all rights, duties, and obligations attached to each category of Membership under the Constitution.

2.5.      Unless the context indicates a contrary intention an expression which denotes –

2.5.1. any gender includes the other gender;

2.5.2. the singular includes the plural and vice versa.

3. CONSTITUTION

3.1.      The Old Constitution was replaced by a new Constitution at the AGM held in February 1998 which incorporated the changes made during the previous 19 years and reflected more correctly the manner in which the Club needed to be operated and took account of the Members needs for the future. All subsequent changes adopted and approved by Members between February 1998 and the SGM held on July 2007 have been incorporated in this Constitution, the third Constitution.

4. OBJECT AND PURPOSE OF CLUB

The object and purpose of the Club is:

4.1.      To provide its Members with sporting, social and recreational facilities as would normally be associated with motoring in all its branches and, in particular, to owners and drivers of Jaguar and Daimler cars.

4.2.      To keep a register of all Jaguar/Daimler models owned by members.

4.3.      To promote, organise and hold motor car meetings, tests, competitions, displays, runs, excursions, reliability trails, economy runs, other events and to offer reward and prizes in respect thereof.

4.4.      To extend to Members all the usual hospitalities, privileges, advantages, conveniences and accommodation enjoyed in connection with a club and cultivate reciprocal relationships with kindred clubs and associations.

4.5.      To buy, sell, let, hire, acquire, hold, deal with, alienate, encumber, mortgage and have full capacity to enter into binding contractual relationships, lease or otherwise of property both movable and immovable.

4.6.      To receive contributions, subscriptions or donations for the purposes of the club from Members or others.

4.7.      To have the power to open a bank account or accounts in the name of the Club and to operate thereon.

4.8.      Generally to do such other things that are incidental and conductive to the attainment of the above objectives.

5. NATURE OF CLUB.

5.1.      The Club is an association of its Members and is not established for profit or gain.

5.2.      The Club shall be non-political, non-racial, and non-sectarian.

6. MEMBERSHIP

6.1.      Type of Membership:

6.1.1   Individual Membership entitling a member to one vote at a General Meeting.

6.1.2   Family Membership which will be open to couples entitling the couple to one vote at a General Meeting.

6.1.3   Country Membership which will be open to Members residing a distance of 150 kilometres or more by radius from the Cape Town City Hall, entitling such a Member to one vote at a General Meeting.

6.2.     Individual, Family, and Country Membership.

6.2.1   Any applicant applying for any of these Memberships shall be required to complete such Membership application form and to follow such procedure as may be prescribed by the Committee from time to time.

6.2.2   The Committee in its sole discretion shall be entitled to refuse Membership to any applicant, for any reason which it may regard as in the interest of the Club and     the Members, but shall not be obliged to provide reasons for such refusal.

6.2.3   rights, duties, obligations, and privileges of this category of membership shall become effective only after an application for membership has been approved by the Committee, and after any annual subscriptions as specified in 7.2 below, have been paid by the applicant.

6.3      Honorary Life Membership

6.3.1   Honorary Life Membership is open to a member who has rendered or may render exceptional and outstanding service to the Club.

6.3.2   A Member at its discretion may propose any Member for Honorary Life Membership.

6.3.3   Nomination for Honorary Life Membership shall be sent to the Chairman of the Committee in writing and shall be proposed and seconded by Members.

6.3.4   Nomination for Honorary Life Membership shall be considered at the next General Meeting and must be approved by a majority of members present at the General Meeting or by proxy.

6.3.5   Honorary Life Members shall not be obliged to pay the annual subscription.

6.4       Honorary Membership

6.4.1   Any Committee Member may nominate a Person for Honorary Membership.

6.4.2   Nomination for Honorary Membership shall be sent to the Chairman of the Committee in writing

6.4.3   Nomination for Honorary Membership shall be considered at the next General Meeting and must be approved by a majority of members present at the General Meeting or by proxy.

6.4.4   Honorary Membership shall be valid for 1 (one) year but may be renewed for further periods not exceeding 1 (one) year at a time at the discretion of the Committee.

6.4.5   Honorary members shall not be obliged to pay the annual subscription.

6.5      Membership Cards and Rules

6.5.1   Each Member shall be issued with a membership card specifying the category of membership and, where appropriate, the expiry-date of the Membership.

6.5.2   All Members, including Honorary Life- and Honorary Members shall be subject to all the provisions of this Constitution.

7. ENTRANCE FEE AND ANNUAL SUBSCRIPTIONS

7.1      Entrance Fee

7.1.1   An Entrance Fee shall be payable by the Individual Members and Country Members upon admission to Membership of the Club.

7.1.2   The Entrance Fee shall be recommended by the Committee and approved each year by Members in a General Meeting by a majority vote.

7.1.3   The Entrance Fee is not refundable upon termination of Membership.

7.2      Annual Subscription

7.2.1   The Annual Subscription is the amount paid annually by all Members, except Honorary Life and Honorary Members.

7.2.2   The Annual Subscription shall be determined by the Committee, but limited to a maximum increase of not more than 15% per year. The Annual Subscription determined by the Committee shall be ratified at the next General Meeting. Any Annual Subscription increase exceeding 15% per year shall be approved by Members in a General Meeting.

7.2.3   New Members joining during a subscription year, which runs from January 1 to December 31, will be charged a pro-rata subscription fee determined as follows:

Membership between 1 January and 31 March – full fee

Membership between 1 April and 30 June – 75% fee

Membership between 1 July and 30 September – 50% fee

Membership between 1 October and end of year – 25% fee

7.2.4   Annual Subscriptions shall be due and payable on January 1st of each year.

8. TERMINATION OF MEMBERSHIP

8.1.     Members, whose subscriptions are 3 ( three) months in arrear shall automatically cease to be a Member. On re-application for Membership the applicant shall pay a full year’s subscription if the application is made in the year in which the applicant ceased to be a Member. A new entrance fee and subscription fee shall be payable, if the Member applies for Membership in any subsequent year.

8.2.      In the event of Membership of the club ceasing or being terminated for any reason whatsoever it will be the obligation of the ex-Member to return to the club any trophies and/or any other club property in their possession.

8.3.     Should a Member resign from the Club during a calendar year there will be no prorate refund of the subscription.

8.4.     Should any Member in the opinion of the Committee commit any breach of the Constitution and / or rules and regulations of the Club or be guilty of improper, dishonest, offensive, unseemly or objectionable conduct, or conduct likely to reflect on or discredit the Club or its Members as a group, or conduct which is prejudicial to the interests or reputation of the Club, in whatever form or manner and whenever the transgression takes place, the Committee may by a vote of not less than 75% of all Committee Members, take such disciplinary action against such member in its sole discretion, including the suspension or termination of his Membership.

8.5.     The powers of the Committee set out in 8.4 may be exercised by the Committee only after the Member affected by the disciplinary action has been given the opportunity on reasonable notice in writing, to make oral or written representations to the Committee.

9. ANNUAL GENERAL MEETING AND SPECIAL GENERAL MEETINGS

9.1      ANNUAL GENERAL MEETING (“GENERAL MEETING”)

9.1.1   The Annual General Meeting shall be held at least once a calendar year, but not later than 6 (six) months after the end of the financial year.

9.1.2   The following business shall be transacted at the Annual General Meeting:

9.1.2.1 The election of Members of the Committee

9.1.2.2 The election of auditors.

9.1.2.3 Consideration of Committee reports on the management and financial affairs of the Club.

9.1.2.4 Approval of the Annual Budget and Entrance Fee.

9.1.2.5 Ratification of the Annual Subscription increase set by the   Committee as specified in clause 7.2.2

9.1.2.6 Approval of the annual audited financial statements for the preceding year.

9.1.2.7 Deliberation on all matters deemed to relate to the interest and well-being of the Club and the Members.

9.1.3   The Notice of the Annual General Meeting shall be in writing and shall be posted or sent to all Members at least 14 (fourteen) days before the date fixed for the meeting. The accidental omission to post or send the notice to any Member, or non-receipt by any Member of his or her notice shall not invalidate a meeting otherwise properly called and constituted.

9.1.4   The following provisions shall govern the conduct of all Meetings, whether an Annual General Meeting or a General Meeting.

9.1.4.1 A quorum shall be at least 20 (twenty) voting Members, or voting Members holding no less than 20% of the votes, whichever is the lower.

9.1.4.2 Each Member shall have a vote as set out in sub-clauses 6.1.1 to 6.1.3.

9.1.4.3 Voting shall be by ballot or by show of hands if the meeting so decides.

9.1.4.4 Except as otherwise provided in this Constitution, all questions arising at a General Meeting shall be decided by a majority vote of the voting Members present or by proxy, excluding abstentions and non-votes.

9.2      SPECIAL GENERAL MEETING

9.2.1   Any special General Meeting may be called by voting Members holding an aggregate of 20% of the total votes or by not less than 20 (twenty) voting Members.

9.2.2   Any notice of a special general meeting shall be in writing and shall be posted or sent to all those Members entitled to receive it not less than 14 (fourteen) days before the date of the meeting.

9.2.3   A quorum for a General Meeting or Special General Meeting shall consist of Members holding not less than 20% of the total votes of the memberships or at least 20 members whichever is the lower.

10. THE COMMITTEE

10.1    The day to day administration, management, conduct and control of the Club’s affairs and all matters appertaining thereto shall vest in the Committee which shall have full powers and authority to do and perform all acts empowered by this Constitution and which falls within the scope of the objectives of the Club, and which are not specifically reserved to General Meetings of Members. The Committee shall be assisted in the management of the Club by any sub- Committees which may be deemed necessary and which may be constituted by the Committee at its sole discretion.

10.1.1 The Committee to be elected at each Annual General Meeting shall consist of a minimum of 7 (seven) office bearers which shall preferably but not compulsorily be comprised of the following:

Chairman

Deputy Chairman

Treasurer

Secretary

Other functions are;

Club House Manager

Events Coordinator

Regalia Manager

Editor

10.1.2 Membership of the Committee shall be limited to Members of the Club; although the Committee will have authority to co-opt other persons to assist them in fulfilling the objectives of the Club should they deem this to be necessary.

10.1.3 A quorum for a meeting of the Committee shall comprise of 4 (four) Members or 60% of Committee Members should the Committee be enlarged.

10.1.4 All decisions at any meeting shall be by majority vote, the Chairman having a casting vote as well as a deliberative vote.

10.1.5 The Committee may from time to time delegate any of their powers to sub-Committees and all acts done by such sub- Committees in the fulfilling of the purpose of their appointment, if adopted by the Committee, but not otherwise shall have like force and effect as if it were done by the Committee.

10.1.6 In the event of a Committee Member or sub-Committee Member failing to attend three consecutive meetings of the Committee to which specified notice has been given without forwarding a valid excuse to the Secretary or Chairman respectively, then this Member shall be deemed to have vacated his seat and this seat shall be filled as provided for in Clause 10.1.7

10.1.7 Any vacancy occurring in the Committee or a sub-Committee may be filled by the Committee at the next meeting of the Committee. Such co-option shall be valid for the Committee’s term of office.

10.1.8 Except where written notices are prescribed in this Constitution all notices to Committee Members will be given orally at monthly Committee meetings. No Committee Member shall be entitled to object any resolution taken at a monthly meeting or to question the validity of it by reason of the fact that he or she was not present at the meeting at which notice hereof was given or at the meeting at which the resolution was taken.

10.1.9 The term of office of the Committee Members shall be one year, but retiring Members of the Committee will be eligible for re-election. Committee Members shall act gratuitously and without compensation. However, the Committee may authorise reimbursement of reasonable out of pocket and/or extraordinary expenses incurred or to be incurred by a Committee Member.

10.1.10 Each Committee Member referred to in this article shall continue to hold office as from the date of his appointment until the Annual General Meeting following his appointment at which meeting such Committee Member shall be deemed to have retired from office but will be eligible for re-election to the Committee at such meeting.

10.1.11 The Committee shall be elected annually at the Annual General Meeting. The nomination of Committee Members referred to in this article must be signed by a proposer and a seconder, who are Members of the Club, and must be counter-signed by the nominee accepting the nomination as Committee Member, if elected. The nomination form must be lodged with the Secretary 3 (three) full days before the date of the Annual General Meeting.

10.1.12 If insufficient nominations are received in time on the date of the Annual General Meeting the Chairman shall be entitled to call for nominations from Members present at the meeting to ensure that all the posts are filled.

10.1.13 Voting for Members will be on a ballot basis with written votes by proxy being acceptable. Proxies to be lodged with the Secretary three full days before the date of the Annual General Meeting.

    11 FINANCIAL AFFAIRS

11.1 Finances and Subscriptions

11.1.1 The Club’s financial and subscription year shall run from January 1^st to December 31st each year.

11.1.2. The Treasurer shall collect and be responsible for all monies due to the Club, and shall place same to the credit of the Club in a Commercial Bank in Cape Town, without reasonable delay, where it shall earn interest.

11.1.3. The Club’s bank accounts are linked to EFT (Electronic Fund Transfer) and the treasurer being authorised to make the necessary payments on behalf of the Club after having approval from the Chairman, cheques or any other payment method drawn on the Club’s bank accounts shall be signed by the Treasurer and countersigned by the Chairman or any other Committee Member or Members as approved by the Committee.

11.1.4.The foregoing notwithstanding, the Treasurer or any other Committee Member approved by the Committee shall carry such petty cash as may be authorised by the Committee.

11.1.5. Financial records to be kept and submitted for approval at monthly Committee Meetings.

11.2    Auditors

Auditors shall be appointed annually to audit the accounts of the Club and present a copy of the final audited accounts to the Committee for approval and thereafter tabling at the Annual General Meeting for approval by members in General Meeting.

11.3    Property and Assets

The ownership of all property and assets which the Club may acquire, both movable and immovable, shall be vested in the Club.

12: WINDING-UP

12.1 If at any time the Club should be wound up, the Club’s assets shall be allocated as follows:

12.1.1 To liquidate any overdraft, bond or other debt or liability.

12.1.2 To return all outstanding interest free loans, if any.

12.1.3 Any assets remaining, including cash reserves, will be transferred solely to some other club, association or section 21 company having objects similar to the Club.

13. INDEMNIFICATION

13.1 The liability of Members shall be limited to the amount of unpaid Annual Subscriptions and any other amounts which they may owe to the Club from time to time and every Committee Member and Member of the Club shall be indemnified by the Club against all costs, loss and expense which any Committee Member or Members of the Club may incur, or become liable for, in any way, in the execution of his office or trust, unless the same shall be incurred or occasioned by his own wilful act or default.

13.2. No Committee Member or Members shall be answerable for any act or default of any kind which may happen in the execution of his office or relating thereto, except when the same shall have happened by his own willful act or default.

14. GENERAL

14.1. No alteration or addition to this Constitution shall be made except with the approval of voting Members in a General Meeting. Notice of any alteration or addition must be given to the Secretary at least 14 ( fourteen) days prior to the meeting at which they will be discussed.

14.2. In the event of a dispute about the interpretation of any provision of the Committee’s unanimous interpretation of this Constitution shall at all times be final.

14.3. Any general notices issued in terms of the Constitution will be issued to Members via the Club’s magazine, electronic or other commercial communication means in lieu of individually posted notices at the sole discretion of the Committee.

14.4. An addendum is attached covering the new legal requirements to bring this Club in compliance with the public benefit organisation provisions

ADDENDUM

COMPLIANCE WITH PUBLIC BENEFIT ORGANISATION

PROVISIONS

The Club shall in accordance with the provisions in Section 10.9D.1 of the income Tax Act,

1       be prohibited from distributing any of its funds to any person (otherwise than in the course of undertaking any public benefit activity).

2. be required to utilise its funds for the object for which it is established i.e. to provide social and recreational amenities and facilities for its Member Clubs (Section 10.9G).

3       invest part or all of its funds with a financial institution as defined in the Financial Services Board Act 97/1990 or in securities listed on a stock exchange as defined in the Stock Exchange Act 1 of 1985.

4       be required on dissolution to transfer its assets to a similar approved public benefit organisation having as its sole or principal object the carrying-out of any public benefit activity.

5       be prohibited from carrying-on any business, undertaking or trade otherwise than is allowed in Section 10.9D.1 of the Income Tax Act of the provisions relating to public benefit organisations.

6       be prohibited from accepting any donation which is revocable at the instance of the donor or this is subject to some direct or indirect benefit to him or some connected person.

7       be required to submit to the Commissioner for Inland Revenue and the Director of Non-profit Organisations a copy of this constitution and any amendments hereto.

8       be required to comply with the provisions of Section 10.9D.2 of the Income Tax Act.

9       retain its accounts, records and other documents for a period of four years after the date of the last entry or transaction.