Gordon's Bay Yacht Club Constitution

GORDON’S BAY YACHT CLUB

CONSTITUTION

as adopted at a Special General Meeting held on 27th August 1990 and amended at:

(i) Special General Meeting held on 18th June 1991

(ii) Special General Meeting held on 25th June 1992

(iii) Special General Meeting held on 15th October 1992

(iv) Special General Meeting held on 7th October 1993

(v) Annual General Meeting held on 6th October 1999

(vi) Annual General Meeting held on 9th October 2002

(vii) Annual General Meeting held on 14th October 2004

1. NAME

The name of the Club shall be GORDON’S BAY YACHT CLUB (hereinafter referred to as “The Club”. The name shall be registered.

2. HEADQUARTERS

The headquarters of the Club shall be at Gordon’s Bay or at such other place as may be decided upon at an Annual General Meeting or a Special General Meeting of the members of the Club.

3. COLOURS

The colours of the Club shall be black and gold. The Club colours, badges and burgees shall be registered.

4. OBJECTS

The objects of the Club shall be:

(a) To foster, develop and encourage all aquatic sports and generally do all things necessary and reasonable to develop a fraternal spirit amongst outdoor enthusiasts.

(b) The Club shall have the power to create and provide for the benefit of its members all such amenities as are provided for by an ordinary social club.

(c) The Club shall have the power to acquire, whether as owner or lessee, movable and immovable property for the purpose of carrying out any or all of the objects of the Club.

5. MEMBERSHIP

The membership of the Club, which may be limited as to numbers but shall consist of at least 35 (thirty five) ordinary members, shall be open to persons elected, as provided for in Section 6, and shall consist of:

(a) ORDINARY MEMBERS –

who shall be members who are elected and who, on the first day of August preceding election, shall have attained the age of 18 (eighteen) years.

(b) FAMILY MEMBERS –

Who shall consist of those members who are the spouses or school-going children of Ordinary or Life members, provided that a spouse may elect to be an Ordinary member and a child may elect to be a Junior member. Provided further that a wife who is a family member at the time of her husband’s death shall be entitled to continue being a family member.

who shall be members who are elected and who, on the first day of August preceding election are under the age of 18 (eighteen) years and whose parents are not members in terms of 5(a). Any Junior member or child of an Ordinary or Family member who attains the age of 18 (eighteen) years shall, in the same month, apply for Ordinary membership, and if elected, shall be liable for the appropriate and/or pro rata balance subscription but will not be liable for entrance fee.

(d) LIFE MEMBERS –

who shall be those members who on 30th June 2004 , were entered in the Register of Members as Life Members. They shall have all the rights and obligations of Ordinary members save that they shall be exempted from all further liabilities for subscriptions. Any reference to “ordinary members” in this Constitution or any bye-laws made hereunder shall be deemed to include a reference to Life members save in so far as it relates to an obligation to pay subscriptions. When the Club no longer has any Life members the this Constitution shall ipso facto be amended by the deletion of all reference to Life members.

(e) SENIOR MEMBERS –

who shall be any Ordinary members who have reached the age of 60 (sixty) years, and who pay half the annual subscription payable by Ordinary members.

(f) STUDENT MEMBERS –

(i) Student members shall be elected in the manner herein provided for the election of Ordinary members. A student member shall be a bona fide student up to the age of 24 (twenty-four) years, who is enrolled at a University, Technicon, Training College or other institution of tertiary education and shall include a student serving articles or apprenticeship or learnership. A person enrolled at a University, Technicon, Training College or other institution of tertiary education as a part-time dent only, is not entitled to Student Membership unless he is serving Articles or an Apprenticeship or a learnership at the same time. A student Member shall pay half the annual subscription payable by an Ordinary member but shall not have the privilege of voting at Club meetings.

(ii) The age of 24 (twenty four) years aforesaid may individual instances upon written application be extended by the Committee.

(iii) Upon attaining the age of 24 (twenty four) years (or any extension thereof as allowed) every Student Member shall be bound to present himself for election as an Ordinary member without further Entrance Fee before his next subscription falls due, failing which he shall cease to be a Member of the Club.

(g) INTERMEDIATE MEMBERS –

(i) intermediate members shall constitute a class of membership bridging the difference between young members not qualifying for student membership being under the age of 30 (thirty) years, or such age limit as the Committee may, in it’s discretion, from time to time decide. An Intermediate member shall be elected in the same manner herein provided for the election of Ordinary members. Intermediate members shall not have the privilege of voting at Club meetings.

(ii) upon attaining the age of 30 (thirty) years, or such other age as the Committee, under (i) above, may have decided an Intermediate member shall be bound to present himself for election as an Ordinary member without payment of further entrance fee, failing which he shall cease to be a member of the Club. Should an Intermediate member choose to become an ordinary member prior to reaching the age of 30 (thirty) years he shall be liable for payment of the full entrance fee required of Ordinary members.

(iii) the annual subscription payable by Intermediate members shall be equivalent to half that paid by Ordinary members.

(h) RECIPROCAL MEMBERS –

shall be those members of Clubs with whom reciprocity has been arranged.

VISITING OR TEMPORARY MEMBERS

(i) Any person temporarily resident in the Helderberg may be proposed by a voting member of the Club in good standing and seconded by another, as a Visiting or Temporary member of the Club, for a period of not exceeding one month by entry of his name, address and profession or occupation, and seconded, in a book kept for this purpose, provided that not less than three Members of the General Committee shall countersign such application. The said period may be extended on application to the Committee without a new proposal. The Member proposing such Visiting or Temporary members shall be liable for any debts incurred by the latter to the Club. Such Visiting or Temporary members shall not have the privilege of voting at any Club meeting.

(ii) The age of 24 (twenty four) years aforesaid may be extended by the Committee.

(iii) Any Visiting or Temporary Member shall pay a subscription, in advance, for the period for which he/she has been elected.

(j) ASSOCIATE MEMBERS –

shall be those who, by reason of their service and/or assistance to the Club, are elected by the Executive Committee. Immediately an Associate Member ceases to serve and/or assist the Club, such member shall cease to be an Associate member of the Club by resolution of the Executive Committee. Otherwise Associate membership shall be valid until the next Annual General Meeting of the Club, and shall not be liable for any subscription whilst an Associate member.

(k) HONORARY MEMBERSHIP –

shall be valid for a period of one (1) year from date of election and shall thereafter lapse unless re-elected in the manner specified herein. Honorary members shall be those members who, by reason of their public standing and/or by reason of exceptional and/or outstanding service to the Club, shall be recommended by the executive committee for Honorary membership. Persons so recommended for Honorary membership shall be elected at a General Meeting of members by a show of hands, and then only if agreed to by a majority of the members present and voting at such a meeting. Honorary members shall not total more than 10% of the membership of the Club.

(l) No person residing within thirty kilometers from the premises of the Club is eligible as an Honorary or Temporary or reciprocal member of the Club except where:

(i) such person is eligible under the rules of the Club by reason of his holding a public office or being a bona fide candidate for membership or having conferred some special benefit upon the Club; or

(ii) by resolution of the Executive Committee such person is allowed the privilege of membership while engaged in any match or competition.

6. APPLICATION FOR MEMBERSHIP

(a) Application for membership of the Club shall be made on the Club’s “Application for Membership” form, which shall contain an agreement to abide by the Constitution and bye-laws of the Club. The application form, which must be signed by the applicant, shall be accompanied by a remittance covering the entrance fee and subscription due. The application form must be signed by a proposer and a seconder who must be voting Members of the Club in good standing, and to whom the applicant for membership is known. It shall be the duty of the proposer and seconder to ensure that the applicant is introduced to the majority of the members of the Executive Committee, and to answer any such questions as may be asked by any member of the Executive Committee regarding the character of the applicant.

(b) An applicant for membership shall be referred to the Executive Committee, who shall vote thereon by ballot. No ordinary member of the Club shall be elected less than fourteen days after his nomination or without his name having been displayed on the premises of the Club for at least seven days. No rejected applicant shall again be proposed for membership of the Club until the expiration of 12 (twelve) months from date of rejection. It shall not be incumbant upon the Executive Committee to furnish any reason for rejecting a candidate.

(c) If the application for membership is approved, the candidate shall become a member of the Club and the Secretary shall notify the candidate of his election, and if requested, a copy of the constitution and bye-laws of the Club shall be provided.

(d) No person who after due proposal has failed to become a member of the Club, shall be introduced as a guest.

(e) A member may resign his membership of the Club at any time upon notice in writing to the Secretary. Resignation of membership shall not release the resigned member from obligation to pay the annual subscription due and unpaid at the time of his resignation, nor for any other amounts owing to him by the Club. No re-application for membership of the Club by a resigned or defaulting member shall be considered until all amounts owing to the Club shall have been paid in full. Such application shall be considered as a new application.

7 SUBSCRIPTIONS, ENTRANCE FEES & LEVIES

(a) The financial year of the Club shall commence on the first day of July each year and shall terminate on the 30th day of June of the following year.

(b) The entrance fees, charges etc. and annual subscription payable in respect of all classes of membership, except visiting or temporary members, can only be altered by a resolution duly passed at a General Meeting.

(d) Annual subscriptions are due and payable on the 1st day of July of each year and payment shall be made within two (2) months of this date.

(e) Subject to the exercise of its discretion by the Executive Committee, any member who shall have failed to pay his annual subscription within two (2) months of the 1st day of July, shall cease to be in good standing and shall forfeit his right to speak and to vote at any meeting of the Club, and the right to use Club facilities.

(f) Any member who shall have failed to pay his annual subscription within three months of the 1st day of July, shall cease to be a member of the Club.

(g) (i) Entrance and subscription fees shall be determined under Clause 7(b), save that, at the discretion of the Executive Committee, the subscription payable by an applicant for new membership after the 1st day of January of each year may be reduced to half the annual subscription, provided that the annual subscription for Ordinary membership shall not be less than the amount prescribed by the Liquor Act.

(ii) Senior members and members who reside permanently more than two hundred (200) kilometers from Gordons Bay, shall pay half the annual subscription.

(iii) Family and Junior members shall be required to pay one quarter of the Annual Ordinary member subscription, provided that the reduced subscription shall not be less than the amount prescribed by the Liquor Act.

(h) Should any member incur any liability, other than his subscription, to the Club and fail to discharge such debt on due notice, the Executive Committee shall have the power to deal with such member under Clauses 7(e) and 7(f) as though such debt were an annual subscription remaining unpaid on the 1st day of July.

(i) The Executive Committee has the discretion to charge interest at the prime bank lending rate on any outstanding amount of money due to the Club, should such amount remain unpaid for a period of more than 30 (thirty) days from the rendering of an invoice or account.

8. OFFICE BEARERS AND COMMITTEE

(a) The Executive Committee of the Club shall consist of (9) nine members being the Commodore, Vice-Commodore, a Secretary, a Treasurer and 5 (five) other members.

(b) A member elected to the position of Commodore shall hold his office for two years consecutively and then shall not be eligible for re-election as Commodore for at least two years thereafter.

(c) The majority of the members of the Executive Committee of the Club shall be mooring right holders of the Gordon’s Bay Yacht Club. This requirement shall no be varied other than by two-thirds majority vote at a Special General Meeting of the Club held for that purpose.

9. ELECTION OF OFFICE BEARERS & COMMITTEE

(a) The members of the Executive Committee shall be elected from Ordinary or Life members by ballot each year at the Annual General Meeting or a Special General of members who are in good standing and they shall hold office until the next Annual Meeting of the Club.

(b) No member, other than a retiring member of the Executive Committee, shall be eligible for election as a member of the Executive Committee unless 2 (two) members in good standing have lodged with the Secretary on, or before 7 (seven) days preceding the Annual General Meeting, a proposal in writing that such a member be so elected, and also the written consent of such member to such proposal , provided that the Executive Committee may in its discretion, nominate members for election to the Committee, subject to the same proviso. If no nominations are received in writing, nominations will be called from the floor.

(c) No member of the Club shall be eligible for election to the Executive Committee unless he has been a member of the Club for the preceding year, provided that this shall not apply to the position of Secretary.

(d) No member of the Club shall be eligible for the position of Commodore, or Vice- Commodore, unless he has been a member of the Executive Committee for the preceding year.

(e) In the event of there being no nominations for any position, or in the event of a vacancy occurring after the date of election, the Executive Committee shall have the power to co-opt a member to fill such vacancy, and such co-opted member shall have the same power as a member elected at an annual General Meeting or a Special General Meeting.

(f) In the event of there being more nominations than the number required to fill any position/s, the Club members shall vote by ballot to fill such vacancy/ies.

(g) At an Annual General Meeting or a Special General Meeting, only members who are entitled to vote and who are in good standing shall vote. The Secretary’s list of members in good standing who are entitled to vote shall be final and binding.

10. POWERS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall have the general and financial control of the Club and in particular, shall have the full power to do anything which the Club has power to do, except such things as are specifically reserved to be dealt without a General Meeting, and without in any way limiting such powers, the Executive Committee shall have the following powers:

(a) The management of the Club shall be vested in the Executive Committee.

(b) To open and operate a banking and/or savings account in the name of the Club, and to draw, accept, endorse, and execute Bills of Exchange, Promissory Notes, Cheques and other Negotiable Instruments, shall be signed by any two of the Commodore, Vice-Commodore and Honorary Treasurer. All monies received or accrued, shall be banked in the name of the Club.

(c) To borrow or raise or secure the payment of monies from time to time for the Purposes of the Club in such manner and upon such terms and conditions as the Executive Committee shall deem fit.

(d) To make, vary, suspend and repeal all and/or any bye-laws for the administration of the Club, its officers and members, provided that such bye-laws shall not conflict with this Constitution. Such bye-laws shall become effective immediately when they are published in the form of a book, circular, newsletter and/or affixed to the Club notice board. Proof of postage of such book, circular or newsletter shall not be necessary.

(e) To appoint and/or discharge such servants or employees as may be deemed necessary and to fix their remuneration and conditions of employment.

(f) To buy, sell and deal in provisions and refreshments, liquid and solid, required by persons frequenting the Club or to arrange for such refreshments to be supplied.

(g) To collect and receive monies due to the Club and to give receipts therefore.

(h) To arrange and hold competitions, regattas and aquatic shows, and to make any special arrangements therefore.

(i) To embark on any fund raising project or scheme of whatever nature.

(j) To set aside or allocate in its discretion and for such times as it may think fit, the Club grounds, property and equipment, or any part thereof, for the exclusive use of specific members, or any specified class of members or for any purpose whatsoever.

(k) To arrange terms of reciprocity with other Clubs.

(l) To appoint such sub-committees as it may deem necessary in the interests of the Club and to vest in and delegate to such sub-committees such powers as it deems fit, and in its discretion, to dismiss any member or members of such sub- committees, or to dissolve such sub-committee at will. Wherever possible the Chairman of the sub-committee shall be a member of the Executive Committee. The Commodore of the Club shall be, and is, an ex-officio member of all sub- committees.

(m) To fill such vacancies in its numbers or those of any sub-committee as may occur during their term of office. Any person so appointed shall hold office for as long as, and have the same powers as, the vacating member would have had, had no vacancy occurred.

(n) To enter into any contracts in the interests of the Club, for and on behalf of the Club, including contracts of insurance, provided that the Executive Committee may not, unless an Annual General Meting, or Special General Meeting of members authorize the Executive Committee to do so:

(i) Acquire, other than as Lessee or Donee), alienate, mortgage, or dispose of immovable property, or

(ii) Acquire (other than as Lessee or Donee), alienate, or dispose of movables, if such movables exceed R20 000,00 (Twenty Thousand Rand) in value, or

(iii) Incur by contract, liability for any amount exceeding R40 000,00 (Forty Thousand Rand) in any one year

(o) To permit and govern by bye-law, admission and use of the Club’s premises and facilities to non-members, including the times when and the conditions under which such admissions to Club premises and use of Club facilities may be permitted, including the fees, if any, payable in respect of such non-member admission and/or use of Club facilities.

11. MEMBERS OF THE EXECUTIVE COMMITTEE

(a) At all meetings of the Executive Committee, the Commodore of the Club shall preside. In the absence of the Commodore the Vice-Commodore shall preside. In the absence of the Commodore and the Vice-Commodore, the members present and the member elected shall, for purpose of the meeting, have the same powers as the Commodore of the Club.

(b) In the event of the equality of votes, the Commodore shall have a casting vote, in addition to his deliberative vote.

(d) The Executive Committee shall meet at least once every calendar month unless in its discretion, it has by resolution decided not to meet in any specific month.

(e) Proper minutes of all meetings of the Executive Committee shall be kept by the Secretary.

(f) Special meetings of the Executive Committee may be called by the Commodore. Two days verbal notice of a Special Meeting shall be given to all members of the Executive Committee.

(g) Any member of the Executive Committee who fails to attend two consecutive meetings without having obtained leave of absence, shall cease to be a member of the Executive Committee.

(h) No member of the Executive Committee shall, without disclosing his interest, be permitted to speak at any Executive Committee meeting on any measure in which he may be financially or commercially interested, and such member shall only be allowed to vote on such measure with the unanimous consent of all other Executive Committee members present at such meeting.

12 RESIGNATION OF THE EXECTIVE COMMITTEE

(a) If, owing to the resignation of any member or members of the Executive Committee, for any reason whatsoever, the Executive Committee is unable to form a quorum, the remainder of the members of the Executive Committee shall have the power and shall be obliged forthwith, to convene a special General Meeting of the club members for the purpose of filling such vacancies of the Executive Committee as may exist. All persons so elected shall hold office until the next Annual General Meeting of the Club.

(b) If, for any reason whatsoever, all the members of the Executive Committee should resign, the Secretary of the Club and the members of the Executive Committee who have so resigned, notwithstanding such resignations, shall have the power and shall be obliged forthwith, to convene a Special General Meeting of the Club members for the purpose of electing a new Executive Committee and the new Executive Committee so elected, shall hold office until the next Annual General Meeting of the Club.

13 ANNUAL GENERAL MEETINGS

(a) The Annual General Meeting of the Club shall be held each year at such venue as may be decided upon by the Executive Committee on a date between the first and fifteenth day of October.

(b) Notice of the day, time and venue of the Annual General Meeting, together with the agenda therefore, shall be sent by post to every member of the Club at least fourteen (14) days before such meeting. Proof of postage shall not be required.

(c) Notice of any resolution to be proposed at an Annual General Meeting, other than ordinary business, shall be delivered in writing to the Secretary not later than fourteen (14) days before the date of the meeting.

(d) A resolution of which prior notice has not been given in writing to the Secretary, in terms of paragraph 1(c) hereof, may be proposes only with the consent of the meeting provided always that such resolution does not contain amendments to the Constitution.

(e) The quorum for an Annual General Meeting shall be 7% of members.

(f) If at any such meeting no quorum is present within 30 minutes of the advised time, the said meeting shall be adjourned to a date not less than seven and not more than fourteen days following the date of the original meeting. All members of the Club shall be given not less than two (2) days notice of the date to which the meeting has been adjourned. If, at such adjourned meeting no quorum is present, such meeting shall be held as if such quorum were present.

(g) The Commodore of the Club shall preside at the Annual General Meeting. In the absence of the Commodore the Vice-Commodore shall preside at the Annual General Meeting. In the absence of the Commodore and the Vice-Commodore, the meeting shall elect a Chairman from those members present and such Chairman shall, for the purpose of such meeting, have all the powers of the Commodore of the Club.

(h) All resolutions shall be decided by a majority of votes on a show of hands unless ten (10) members eligible to vote demand a ballot, in which event such resolution shall be decided by ballot.

(i) In the event of an equality of votes, the Chairman shall have a casting vote as well as a deliberative vote.

(j) Proper minutes of the Annual General Meeting shall be kept by the Secretary.

(k) The ordinary business of the Annual General Meeting shall be:

(i) Presentation of the Annual Report of the Executive Committee.

(ii) Presentation of the Treasurer’s accounts and balance sheet.

(iii) Election, by ballot, of a Secretary, a Treasurer and other members of the Executive Committee.

(iv) Election of Commodore and Vice-Commodore.

(v) Election of Honorary Members as recommended by the Executive Committee.

(vi) General Business which shall include any resolutions as provided for in paragraphs 13(c) and 13(d).

14. SPECIAL GENERAL MEETINGS

(a) The Commodore or Executive Committee may at any time call Special General Meetings of members upon giving not less than seven (7) days notice in writing to members specifying the day, time, venue and purpose for which the meeting is called.

(b) The Commodore or Executive Committee shall, in like manner, call a Special General Meeting upon receipt of a requisition signed by not less than 10% of the voting members of the Club. Such Special General Meeting to be called within 14 (fourteen) days of receipt of such requisition.

(d) No business other than the business specified in the notice of the meeting shall be transacted at a Special General Meeting.

15. LIABILITY OF THE CLUB

(a) All contracts entered into with or on behalf of the Club shall be deemed to have been entered into on the understanding that all liabilities are incurred by the Club in its own right, and that no personal liability shall attach to any member of the Club for any such contract, whether or not such member participated in the making or authorization of such contract.

(b) Wherever any document requires to be signed by, or on behalf of the Club, whether such document relates to legal proceedings, contracts or the transfer of immovable property, such documents shall be signed by any two of the Commodore, Vice-Commodore or Secretary.

16. DISCIPLINE

(a) If, in the opinion of the Executive Committee, a member has committed a willful breach of this Constitution, or the bye-laws of the Club, or is or has been guilty of improper, dishonest, unsportsmanlike or ungentlemanly conduct, or is deemed to be undesirable, or fails to appear before the Executive Committee, when called upon to do so, or has been guilty of conduct prejudicial to the interests of the Club, whether within the Club’s precincts or outside them, the Executive Committee shall have the power:

1. To reprimand such a member.

2. To deprive such a member of any or all the rights and privileges of this membership during such time or period as the Executive Committee, in its absolute discretion, may deem fit and advisable.

3. To call on such member, in writing through the Secretary, to resign, and if he fails to resign within seven (7) days, to expel such member from the Club.

4. To expel such member from the Club.

(b) Provided however, and notwithstanding anything hereinbefore contained, no member shall be subjected to any of the aforesaid disciplinary measures unless and until the Executive Committee shall have given him an opportunity to appear before it at such time and place as it, in its discretion may deem fit, to explain his conduct. At such meeting the Executive Committee shall have the power to summon any member, or any other person to appear before it to give evidence. Any member who has been called upon to explain his conduct shall have the right to cross-examine any such witness and to tender the evidence of any member, or any other person he may deem fit.

(c) In the event of any person ceasing to be a member by reason of the provisions of paragraphs 17(a) and 17(b), the said person shall not have any right to a refund of any contribution, subscription, fee or levy due by him to the Club.

17. MEMBERS BOUND BY THE CONSTITUTION AND BYE-LAWS

(a) The signature on the application form for membership shall, upon acceptance of an applicant as a member of the Club, be deemed to bind such member to this Constitution and any bye-laws made hereunder, and to any amendment to the Constitution or the bye-laws which may have been or may hereinafter be made.

(b) Membership does not and shall not give any member any proprietary right, title, interest, claim or demand in or to any of the monies, property or assets of the Club, but only confers on such member the right to use all the privileges of the Club, subject to the rules and regulations of the Club and to any bye- laws passed or restrictions imposed by the Executive Committee from time to time.

18. AMENDMENTS TO THE CONSTITUTION

(a) The Constitution shall not be amended save by resolution duly passed at an Annual General Meeting or a Special General Meeting specifically called for that purpose and then only if such resolution has been agreed to by a two- thirds majority of members present and voting at such a meeting.

(b) No resolution providing for an amendment to this Constitution may be put to to an Annual General Meeting, or a Special General Meeting, unless seven (7) days previous notice thereof has been given to members, provided that no notice shall be necessary in the case of an amendment moved to a resolution of which notice has been duly given as aforesaid.

19. VOTING

(a) Only Ordinary members and Life members in good standing, shall be entitled to vote at any meeting in terms of this Constitution; provided that an Associate member may vote at a Sub-Committee meeting.

(b) At any meeting only members present may vote.

20. GUESTS

(a) The introduction by members of guests, including those who may be eligible for membership, on Club premises is permitted. Persons eligible for membership, however, may not habitually make use of the Club premises and the committee may forbid the introduction of any person as a Guest for any reason appearing to it sufficient. A member introducing a Guest shall forthwith enter his or her name and address in a Visitor’s Book Provided for the purpose.

(b) Every member introducing a Guest shall be responsible for the conduct of such Guest while in the Club.

(c) Only members of the Club, including bona fide reciprocity members, shall permitted to pay for any facilities, liquor or refreshments supplied on the premises of the Club.

21. INTERPRETATION OF THE RULES

The decision of the Executive Committee as to the interpretation of the rules, regulations and bye-laws shall be final and binding.

22. DISSOLUTION

(a) The Club may be wound up by resolution to be passed at an Annual General Meeting, or a Special General Meeting specifically called for that purpose, provided that such resolution shall be passed by a two- thirds majority.

(b) In the event of such resolution being passed, the Executive Committee shall decide as to the disposal of the Club’s assets.

23. LEGAL REPRESENTATION

The Club may sue and be sued in any competent court of law in its own name, and shall be represented therein by the Executive Committee or by a person or persons delegated by the Executive Committee for such purpose.

24. INDEMNITY

The members of the Executive Committee, members of any Sub-Committee and the Officers and employee of the Club are indemnified against all losses and expenses incurred by them in or about the bona fide discharge of their duties.

25. LIQUOR LICENCE

(a) Any liquor license acquired by the Club shall be applied for in the name of the Secretary or such other person as may be appointed for that purpose by the Executive Committee.

(b) Profits from the sale of liquor by the Club shall accrue to the benefit of the Club as a whole and shall not, except in terms of a written agreement Approved by the Minister on application, accrue to any individual.

26. DECISIONS

The decisions in all other matters not dealt with in the Constitution shall be made at the Executive Committee’s discretion.

27. GENERAL

Unless inconsistent with the context:

(a) The term “member” shall include ladies and gentlemen.

(b) Words importing the singular shall include the plural.

28. PATRONS

The Executive Committee may recommend to the Annual General Meeting, or Special General Meeting, the election of any individual as a Patron of the Club, such individual such individual must be a leading member of society and by reason of his prominence, be eligible for such position, which position shall not carry any voting rights with it, this election shall be by a simple majority on a ballot taken of those present.

29. COMPLIANCE WITH THE LIQUOR ACT

Should any clause in this Constitution be in conflict with the provisions of the Liquor Act of 1988, as amended, or the Income Tax Act of 1962 as amended or any other Acts passed in place thereof, then such clause shall be automatically altered or repealed so as to comply with the provisions of such Act.

30. RECORDS AND LISTS OF MEMBERS

The Secretary shall keep proper records and a list of members.

31. DEFINITIONS

Any reference to the “Liquor Act” and “Income Tax Act shall mean the Liquor Act No.27 of 1989 as amended, or any Act passed in the place thereof and shall include all Regulations promulgated thereunder.