(As at January 2011) CLUB CONSTITUTION CONSTITUTION OF THE PRAETOR ROTTWEILER CLUB OF TSHWANE
1. INTERPRETATION Throughout this Constitution and in any Regulations framed under it, words importing the singular shall include the plural, words importing the masculine gender shall include the feminine and neuter genders and vice versa unless such interpretation is inconsistent with the context thereof.
2. NAME The name of the Club shall be PRAETOR ROTTWEILER CLUB OF TSHWANE hereafter referred to as ‘the Club’.
3. AFFILIATION WITH THE KENNEL UNION OF SOUTHERN AFRICA The Club shall be affiliated with the Kennel Union of Southern Africa and shall observe the Constitution, Rules and Regulations of that body.
4. HEADQUARTERS AND ADDRESS OF CLUB The headquarters of the Club shall be as determined from time to time by the Committee, but shall be In Northern Areas (NAPC) and the Club’s Shows shall take place within that area.
5. OBJECTS The objects of the Club shall be:
(a) to promote, encourage, foster and advance the breeding, well-being of and interest in the Rottweiler breed group of dogs;
(b) to observe and adhere to the breed Standards of the Rottweiler breeds of dogs adopted from time to time by the Kennel Union of Southern Africa;
(c) to organise and hold shows (including match meetings) in breed, obedience, working trials, field trials and other dog activities recognised by the Kennel Union of Southern Africa including training for any or all of these activities;
(d) to promote a better understanding of dogs and a wider knowledge of dogs and dog affairs and to promote goodwill both among people interested in dogs and towards dogs and people interested in dogs.
6. POWERS For the better attainment of its objects, the Club shall be empowered:
(a) to collect, canvass for and to accept subscriptions, donations, bequests, endowments and benefits of any nature for the Club, from any person or body or from any source whatsoever;
(b) to invest the funds and assets of the Club in securities nominated by the Committee;
(c) subject to approval of a two-thirds majority of members with voting rights present at a General or Special Meeting :
(i) to acquire or dispose of immovable property;
(ii) to mortgage the immovable property of the Club and to mortgage or pledge the movable property of the Club;
(iii) to create and issue debentures and to mortgage the immovable property of the Club to secure such debentures;
(d) to offer prizes and trophies in connection with any of the Club’s activities;
(e) to arrange social functions for members and guests;
(f) to design, register and issue any heraldic arms, badges or uniforms;
(g) generally to perform all such acts as may be expedient or necessary to further the interests of the Club and objects for which it is formed;
(h) buy, dispose of, rent, lease and/or hire movable property, goods and services required for the effective conduct of the Club’s affairs or for the advancement of the interests of the Club’s members.
7. TRADING AND INCOME The Club shall not engage in any activity or transaction, which has as its object the financial gain of any person or persons or any institution other than the Club. The income and property of the Club shall be used solely for the pursuit of the Club’s objects.
8. TRUSTEE The Chairman of the Club for the time being shall be the Trustee of the Club in whom shall vest all movable and immovable property of the Club and who shall be entitled to sue and accept service in the name of the Club. In handling the property of the Club and in dealing with legal issues the Trustee shall always act on behalf of the Club and in accordance with such directions given or decisions made from time to time by the Committee or passed by members in a general meeting of the Club.
9. INDEMNITY All office bearers and members of the Club shall be indemnified by the Club in respect of any legal liability incurred while acting on behalf of the Club, provided they acted in accordance with directions given or decisions made from time to time by the Committee or passed by members in a general meeting of the Club.
(a) Membership shall be open to any person who is not disqualified or suspended by the Kennel Union of Southern Africa.
(b) There shall be 3 classes of membership viz :
(i) Ordinary Members being members over eighteen (18) years of age who are not otherwise defined in this section. An ordinary member shall be entitled to vote at all general meetings of the Club.
(ii) Family Members comprising husband, wife and children not over the age of eighteen (18). The husband and wife shall each be entitled to vote as ordinary members but the children shall have no vote.
(iii) Junior Members being persons not included in a family membership who are attending school for so long as they are attending school. Junior members may participate in the discussion on any matter before the Club, but shall not be entitled to vote thereon.
(c) The liability of each member shall be limited to the amount of the annual subscription.
11. APPLICATION FOR MEMBERSHIP
(a) Application for membership shall be made in writing on the form prescribed from time to time and shall be considered by the Committee at its first meeting after the receipt of the application and until acceptance by the Committee has been conveyed to the applicant he shall have no voting rights.
(b) The Committee shall have complete and absolute discretion to accept, refuse or defer any application for membership provided that a written explanation is forwarded to the applicant in terms of the promotion of Access to Information Act (PAIA) if such an explanation is requested.
12. LAPSING OF MEMBERSHIP
Membership will lapse:
a) Upon failure to pay entry fees and initial subscription within thirty (30) days of the date on which they become due;
(b) Upon failure to pay a renewal subscription within thirty (30) days of the date on which it Became due;
(c) Upon the receipt by the Secretary of written notice or resignation. All fees, subscriptions and other monies due prior to the date of receipt of the notice of resignation shall remain due and payable;
(d) Upon the death of a member;
(e) Upon the event of any member being convicted of any offence and sentenced to imprisonment without the option of a fine or being convicted of any offence relating to cruelty towards or neglect of any animal;
(f) Upon the member being disqualified or suspended by the Kennel Union of Southern Africa.
13. REPRIMAND, EXPULSION OR SUSPENSION OF A MEMBER
(a) Whenever by majority vote of the whole number of its members, the Committee is of the opinion that the behaviour or conduct of a member has been harmful, prejudicial or injurious to the objects, interests, good order or character of the Club or of the Kennel Union of Southern Africa, the Committee shall have the power to:
(i) reprimand such member in writing;
(ii) suspend such member from all privileges of membership for a period not exceeding six (6) months in cases where in the opinion of the Committee his conduct was not sufficiently serious to justify expulsion. A member who has been suspended shall not be entitled to the refund of any fee or subscriptions paid or due by him;
(iii) expel such member who shall thereupon be debarred from all privileges of the Club.
(b) Before deciding to expel or suspend a member, such member shall be afforded full opportunity to explain his conduct to the Committee.
(c) A member who has been suspended or expelled shall have the right to appeal against his suspension or expulsion to the members of the Club in a Special General Meeting. Such appeal must be lodged within thirty (30) days of the receipt of notification of such suspension or expulsion with the Chairman or Secretary who shall take immediate steps to convene the Special General Meeting. At this meeting the case against the member shall be put by one (1) member of the Committee on behalf of the Committee and the member shall be given equal opportunity to defend himself. To reverse the Committee’s decision will require two-thirds majority of members with voting rights present. The vote shall be taken by ballot.
(a) Entrance fees and subscriptions payable by the various categories of members shall be as determined from time to time by the Committee and may include special subscriptions from members participating in training.
(b) Subscriptions shall be for one (1) year from; *(i) 1 January to 31 December Provided that for members joining after 30 June the subscription shall be half for the year remaining plus full fees in advance for the following year.
(c) Renewal subscriptions shall be due and payable on : *(i) 1 January each year
15. PATRON, PRESIDENT AND HONORARY VICE-PRESIDENT
(a) At each Annual General Meeting the members with voting rights may elect to invite such persons as they consider desirable to be:
(i) Patron; (ii) President; (iii) Honorary Vice-Presidents, All of whom hold office at the members’ pleasure.
(b) The President and Honorary Vice-Presidents may take part in any general meeting of the Club and the President may also attend any meeting of the Committee and participate in the discussions thereat but these officers shall not, per se, carry any entitlement to vote
16. A MANAGEMENT COMMITTEE
(a) The management and control of the Club shall be vested in a Committee consisting of not less than six (6) nor more than 10 (ten) Committee members. The following officers shall be elected at the Annual General Meeting: All nominees who serve on the committee of another club must declare their interests prior to election.
(i) a Chairman; (ii) a Vice-Chairman; (iii) an Honorary Secretary * (iv) an Honorary Treasurer * and (*who may be one and the same person); (v) additional Committee members sufficient in number to meet the requirements of (a) above.
(b) The foregoing officers and Committee members who must be members of the Club and not less that eighteen (18) years of age, shall hold office as hereinafter provided.
(c) The foregoing officers, ie. Chairman, vice-chairman, honorary secretary and honorary treasurer may not serve concurrently as officers on the committee of (d) any other Rottweiler club.
B TERMS OF OFFICE
(a) The Committee elected at its first Annual General Meeting held under this Constitution shall retire from office at the end of the next ensuing Annual General Meeting. All Committee members therefore serve for a term of 1 (one) year, including the offices of Vice Chairman and Honorary Treasurer. The exceptions are the offices of Chairman and Honorary Secretary, who serve for 2 (two) years each, the last year of the one's term overlapping with the first year of the other's term except that the Chairman will serve for 1 (one) year only in the first year of affiliation.
(a) A Committee member’s seat shall fall vacant if such member :
(i) dies - from the date of his death; (ii) resigns - from the date of such resignation; (iii) otherwise ceases to be a member of the Club - from the date his membership ceases; (iv) fails to attend three (3) consecutive meetings of the Committee without the permission of the Committee - from the day following the date of the third meeting he has failed to attend.
(b) The Committee may appoint a member of the Club to fill any vacancy arising in terms of subsection (a) above and such member shall hold office for the remainder of the term of office of the Committee member he has replaced.
17. POWERS OF COMMITTEE
(a) The Committee shall have full power and authority to carry out all or any of the objects of the Club save where such powers are expressly reserved for a General Meeting.
(b) In particular but without prejudice to this general authority, the Committee shall have power and authority; (i) to make, vary and repeal regulations for the better conduct of the Club; (ii) to appoint such Committees and Sub-Committees as may be found necessary for the efficient administration of the Club for any special purpose and to delegate thereunto such of its powers as it may seem desirable. Sub-Committees shall report back to the Committee; (iii) to supervise the investment of the funds and assets of the Club and the depositing of Club funds in a Bank, or approved Financial Institution selected by it; (iv) to ensure that all cheques and other negotiable instruments are signed by not less than two (2) persons, one of whom shall be the Honorary Treasurer and the other an appointed member of the Committee who may not be the spouse or close relative or member of the household of the Honorary Treasurer save that the treasurer shall have discretion to pay amounts totalling not more than R500 without a second signature providing that supporting documents are produced at the next committee meeting. (v) to control the sale and issue of the Club’s arms, badges and uniforms; (vi) to take such disciplinary action in terms of this Constitution as may be necessary; (vii) to seek the view of members upon any matters by means of a questionnaire, referendum or ballot; (viii) to perform all acts and deeds and do all things as are consistent with this Constitution; (ix) to seek interpretation from the KUSA of any provision of this Constitution and any rules and regulations made there under.
18. DUTIES OF OFFICERS
A. CHAIRMAN AND VICE-CHAIRMAN
(i) It shall be the duty of the Chairman and Vice-Chairman to further the interests and prestige of the Club at all times and to ensure that the provisions of this Constitution and any regulations framed there under are complied with and that all decisions of the Club in General Meeting and of the Committee are carried into effect.
(ii) The Chairman shall preside at all meetings of the Club and of the Committee, and in his absence the Vice-Chairman, if present, shall preside. If the Chairman and Vice-Chairman are both absent, the members present shall appoint from among their number a member to preside at such a meeting and the person so appointed shall have and exercise the powers and functions which could have been exercised by the Chairman if present.
(iii) The Chairman or in his absence the Vice Chairman shall, at the Annual General Meeting, report on the activities of the Club during the past year.
B. HONORARY SECRETARY It shall be the duty of the Honorary Secretary:
(i) to attend all general meetings of the Club and all meetings of the Committee and to maintain a correct record of the proceedings and decisions taken thereat. In the event of the Honorary Secretary being unable to be present at any meeting, he shall ensure that the minute books, correspondence etc., required at the meeting are handed to the Chairman or some member of the Committee prior to the meeting. In such event the meeting shall nominate one (1) of its members to act as Secretary at the meeting;
(ii) subject to the control of the Committee, to receive and conduct the correspondence of the Club;
(iii) to ensure that all notices required by this Constitution are properly given;
(iv) to maintain up-to-date, a Register of Members and their addresses or delegate such duty to another committee member approved by the committee.
(v) on relinquishment of his Office, to hand all books and records to his successor. C. HONORARY TREASURER It shall be the duty of the Honorary Treasurer :
(i) To attend all general meetings of the Club and all meetings of the Committee. In the event of the Treasurer being unable to be present at any meeting, he shall ensure that the financial books and any financial statement or report required at the meeting are handed to the Chairman or a member of the Committee prior to the meeting. In such event it shall be the duty of the Honorary Secretary to inform the Honorary Treasurer of all decisions relating to financial matters taken at the meeting;
(ii) to maintain up-to-date, financial records and to accurately record the Club’s financial transactions and financial position of the Club;
(iii) subject to the control of the Committee, to administer the finances of the Club;
(iv) to collect and bank expeditiously all monies owing to the Club and to disburse monies due by the Club without undue delay;
(v) to keep the Committee informed at all times on the general financial position of the Club;
(vi) to prepare a report on the financial transactions of the past financial year for presentation at the Annual General Meeting;
(vii) on relinquishment of his Office, to hand all books and records to his successor.
(i) At each Annual General Meeting an Auditor/Accountant who may not necessarily be a member, but shall hold adequate experience to discharge his duties, shall be elected and he shall audit the books of account, verify the assets of the Club, audit the annual accounts and balance sheet and report thereon prior to the Annual General Meeting. A signed copy of accounts or a covering letter by the Auditor/Accountant must accompany the final documents submitted to KUSA.
(ii) No member of the Committee shall be eligible for appointment as Auditor/Accountant.
(iii) Should the Auditor/Accountant be unable to fulfil his duties, the committee shall have the power to appoint another person to perform the audit.
E. OTHER OFFICERS The duty of any other officers appointed by the Club or the Committee shall be laid down by the appointing body.
19. FINANCIAL YEAR
(a) The financial year of the Club shall be the twelve (12) calendar months ending 31st December in each and every year.
(b) No person other than a person acting within the limits of any authority conferred upon him by this Constitution or by the Committee shall have the authority to give receipt for money or otherwise to enter into contract or arrangement having the effect of imposing any liability on the Club or in any other way pledge the credit of the Club. (c) The books of account to be kept by the Treasurer in terms of Section 18C of this Constitution shall be open by appointment for inspection by any member of the Committee.
A. THE ANNUAL GENERAL MEETING
(i) The Annual General Meeting shall be held not later than three (3) months after the close of the Club’s financial year on a date and at a time and place to be determined by the Committee.
(ii) It shall be competent for any member to request that an item other than a proposal to amend, alter or add to the Constitution, be placed on the Agenda provided that such request is in the hands of the Honorary Secretary not later than fourteen (14) days prior to the date of the meeting.
(iii) Notice stating the date, time and place of the Annual General Meeting and including any proposal to amend the Constitution shall be posted or emailed with delivery/read request or SMS if no email address available to all members not less than thirty (30) days before the date of such meeting.
(iv) The Agenda for such meeting, which shall include the following items, shall be emailed with delivery/read request or SMS if no email address available to all members not less than ten (10) days before the date of such meeting : NOTICE CONVENING THE MEETING. Minutes of previous Annual General Meeting and of any Special General Meeting held since then. Matters arising from the foregoing Minutes. Chairman’s Report for the year. Honorary Treasurer’s Report and Audited Balance Sheet and Income and Expenditure Account for the Year. Motions for the amendment of the Constitution as advised in the notice convening the meeting. Matters submitted by the Committee. Matters submitted by Members. Election of Officers and Committee including the appointment of an Auditor/Accountant As required by clauses 15,16 and 18D Only matters which appear on the Agenda may be discussed as part of the business of the meeting. Should a quorum not be present at the appointed time, the meeting shall stand adjourned for ten (10) minutes when those present, if still less than the specified quorum, shall form a quorum but may only consider the following items, if they apply:
1. Notice convening the Meeting;
3. Chairman’s Report;
4. Treasurer’s Report, audited financial statements and any other reports specified in the Constitution.
5. Election of Patrons, President and Vice-Presidents
6. Election of Office Bearers, Committee and Auditor/Accountant as required in clauses 15,16 and 18D B SPECIAL GENERAL MEETINGS (i) Special General Meetings shall be called:
(a) By the direction of the Committee;
(b) When required to consider any matter in terms of this Constitution and if held in terms of Clause 13C, should a quorum not be present then the Member will be reinstated.
(c) on a requisition (stating clearly in detail the purpose of the meeting) signed by not less than 5 (five) members.
(ii) Notice stating the date, time and place of such a meeting and setting out the business to be transacted thereat shall be posted or emailed with delivery/read request or SMS if no email address available to each member not less than thirty (30) days prior to the date of such meeting.
(iii) A Special General Meeting required or requisitioned in terms of subsection (i), (b) or (c) above, shall be convened within six (6) weeks of the receipt by the Honorary Secretary of such requisition or of the information making such Special Meeting necessary.
(iv) Only items which are stated in the notice convening the meeting may be discussed or transacted at any Special General Meeting.
C. COMMITTEE MEETINGS
(i) The Committee shall meet for the despatch of business as often as is necessary but not less than once every two (2) months. The Secretary shall convene a meeting of the Committee immediately on receipt of a written or email request signed by not less than 5 (five) members and setting out in full the purpose of the meeting.
(ii) Not less than seven (7) days notice of all meetings of the Committee shall be given.
D. NON-RECEIPT OF NOTICES
The non-receipt by a member of a notice convening any meeting of the Club or Committee shall not vitiate the proceedings of such meeting.
21. QUORUMS AT MEETINGS
(a) Except where elsewhere provided, the quorum at any:
(i) Annual or Special General Meeting shall be ONE AND HALF TIMES THE SIZE OF THE FULL COMMITTEE members with voting rights.
(ii) Committee meetings - not less than five (5) or one half of the full Committee plus one Committee member (50% +1), whichever is the greater.
(b) If at the expiration of ten (10) minutes after the scheduled time of commencement of the meeting a quorum is not present, the meeting shall;
(i) if it is a Special General Meeting called on the requisition of members – be abandoned;
(ii) If it is an Annual General Meeting the rules specified in Clause 20 will apply.
(iii) if it is a Special General Meeting convened in terms of Clause 13c the member shall be reinstated.
(a) At all General Meetings of the Club every member vested with a vote in terms of Section 10 shall be entitled to one (1) vote. Matters before such meetings shall be decided by a simple majority of the votes of those present, except where a specific majority is required in terms of this Constitution. Voting shall be by a show of hands unless three (3) or more voting members demand that such voting be conducted by ballot. If a ballot is so demanded it shall be by secret vote. The result of the ballot shall be deemed to be a decision of the meeting at which the ballot was requested. No proxy votes shall be allowed.
(b) At Committee meetings each Committee member shall have one (1) vote. Matters before the Committee shall be decided upon by a simple majority of the votes of those present and voting except where a specific majority is required in terms of this Constitution. No proxy votes shall be allowed.
(c) At all meetings of the Club or the Club Committee, the Chairman of the meeting shall, in the event of an equal number of votes cast for and against a motion, have a casting vote in addition to his deliberative one.
23. AMENDMENT OF THE CONSTITUTION
(a) No alteration, amendment or addition to this Constitution shall:
(i) be made except at an Annual or Special General Meeting properly convened and then only if not less than two-thirds of the members with voting rights who are present, vote in favour thereof;
(ii) become effective until it has been approved by the Federal Council of the Kennel Union.
(b) A proposal to alter, amend or add to this Constitution may be submitted only:
(i) by the Committee, or
(ii) by a requisition signed by not less than 5 (five) members, addressed to the Secretary.
(c) Notwithstanding section (b) above, any member with voting rights may propose an amendment, alteration or addition to this Constitution by submitting such proposal in writing and fully motivated, to the Secretary, who shall lay such proposal before the next meeting of the Committee. The Committee shall submit such proposal at the next Annual General Meeting.
24. DISSOLUTION OF THE CLUB
(a) Any proposal to dissolve the Club shall only be considered at a Special General Meeting convened for the purpose, and then only in terms of this section.
(b) No proposal to dissolve the Club shall be considered unless there are present not less than two-thirds of the members with voting rights of the Club at the time of such proposal, of whom not less than three-quarters vote in favour of such proposal.
(c) Immediately a decision to dissolve the Club has been carefully taken in terms of this section, the Committee shall forthwith liquidate the affairs of the Club and if there is any surplus of assets on realisation, such surplus shall be disposed of to another body or bodies of similar interests in the manner prescribed by the Special General Meeting at which the decision to dissolve the Club was taken. Should there be no effective membership or committee, any interested party may seek assistance from The Secretary, KUSA or the Provincial Council regarding the liquidation of the Club’s affairs including the allocation of any surplus assets.
(d) A proposal to merge with any other Club affiliated to the Kennel Union of Southern Africa shall be dealt with in the same manner as proposal to dissolve the Club and the terms of such merger shall be approved at the Special General Meeting convened to consider the proposal to merge.
(e) Any trophies in the possession of the Club being dissolved shall be disposed of as follows :
(i) Donated Trophies - disposed of on the express instructions of the donor.
(ii) Where a donor, his legal representative or Executors in his estate, if deceased, cannot be located, trophies should be made available to another body or bodies with similar interests on the condition that any subsequent allocation of such trophies does not conflict in circumstances where the donor has detailed the conditions under which a trophy may be awarded.
COPY OF THE CONSTITUTION
A copy of the Constitution of the Club to be certified by the Chairman and Secretary may be accepted as evidence for any purpose whatsoever and in all legal proceedings in court and thereout.
Notwithstanding anything to the contrary hereinbefore stated, membership of the Club shall not derogate from such member’s autonomy as a Club member save and except in those cases where the club committee acts in terms of a specific power delegated to it by its Constitution.
Nothing in the constitution shall denigrate from the provisions of Article 43 of the Kennel Union Constitution the provisions of which shall apply mutatis mutandis.