“Chairperson” means the official mentioned in clause 6 (1)(b);
“Club” means the club established in terms of clause 2;
“Executive Committee” means the executive committee contemplated in clause 6;
“Management Committee” means the management committee contemplated in clause 8;
“member” means a member as contemplated in clause 5;
“Official” means any one of the officials mentioned in clause 6(1)(a) up to and including (g), and “office” shall have the corresponding meaning;
[If the management in terms of clause 6(1) consists of more officials, the correct reference number must be inserted above]
“President” means the Official mentioned in clause 6(1)(a);
“prescribed” means prescribed by rules made under clause 26;
“Secretary” means the Official mentioned in clause 6 (1)(c); and
“Treasurer” means the Official mentioned in clause 6 (1)(d).
(2) The Club is a common law corporate body and as such –
(a) its assets, liabilities, right and obligations vest in it independently of its members;
(b) it may not distribute any of its profits and gains to any person and it will use its funds solely for the objects for which it has been established and for investment;
(c) it will perpetual succession; and
(d) it may sue or be sued in its own name.
(3) The members will not by reason of their membership be liable for the liabilities and obligations of the Club.
(1) The Club shall affiliate with representative associations of Equestrian Sport clubs and subscribe to objectives of such associations.
(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.
(2) The mission of the Club, as set out in sub clause (1), shall be promoted by –
(a) Holding regular competitions for all levels of rider
(b) Holding clinics given by National and International Coaches
(c) Introduce non equestrian person to the sport via open days and social activities
(d) Encourage both competing and non-competing participants to partake in organising and implementing functionality of the Club.
(2) A may not, without prior written authorisation of the Executive Committee, belong to another Equestrian Sport Club, which authorisation shall not unreasonably be withheld.
(3) An application to become a member is submitted to the Secretary on a form substantially corresponding to the form in Annexure A.
(4) The Management Committee shall consider each application for membership and may accept or reject an application.
(5) If the Management Committee rejects an application, it shall forthwith provide written reasons for its decision.
(6) If an applicant who feels aggrieved at a decision by the Management Committee to reject his or her application, may appeal to the Executive Committee.
(7) The Executive Committee shall consider an appeal as contemplated in sub clause
(6) and may accept or reject and application.
(8) The decision of the Executive Committee under sub clause (7) is final and binding on all concerned.
[Consideration may also be given to other officials, such as coaching co – coordinator instead of a head coach, players representatives instead of a Club Captains, facilities manager, medical officer etc. Take care to the keep the Executive Committee within a manageable size. Keep the note under the definition of “Official” in clause 1 in mind]
(2) The Executive Committee is responsible for the administration and financial management of the Club.
(3) The Executive Committee may appoint an honorary President, honorary Vice – President and honorary members but such honorary President, honorary Vice – President and honorary members shall not, merely by virtue of their honorary status, have any rights to participate in the management and / or decision making in respect of the club.
(4) The Executive Committee shall annually appoint the auditors for the Club.
(5) The Executive Committee shall, as required from time to time, 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.
(6) An Official shall cease to hold office if –
(a) he or she is excluded in terms of proper disciplinary proceedings conducted under this Constitution;
(b) he or she resigns from office by giving written notice to the Club;
(c) he or she is convicted of an offence which involves dishonesty;
(d) he or she surrenders his or her estate as insolvent or if his or estate is sequestrated;
(e) 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; or
(f) if he or she is or becomes of unsound mind.
(7) Subject to the provisions of this Constitution, the Executive 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 Executive Committee from time to time.
(8) Save as specifically provided in this Constitution, the Executive 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 of person or other employees whatsoever for any reasons deemed necessary by the Executive Committee and on such terms as the Executive Committee shall decide.
(9) The Executive Committee may co – opt any person or persons who may, in the opinion of the Executive Committee, contribute to the performance or exercising of the powers, duties and functions of the Executive Committee, but a person who is co-opted in this way shall not be entitled to participated in the actual decision making process of the Executive Committee.
(10) The Executive 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 Executive Committee may from time to time deem necessary.
(11) Not withstanding anything to the contrary contained in this Constitution, the Executive 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.
(12) If the Executive 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.
MEETINGS OF EXECUTIVE COMMITTEE
(2) Meetings of the Executive Committee are convened by the Secretary on instruction from the President or Chairperson.
(3) [Five} members of the Executive Committee shall be a quorum.
[It the Executive Committee consists of more members, the quorum should be increased proportionately]
(4)The President shall preside at meetings of the Executive Committee and, in the absence of the President, the Chairperson shall and preside and, in the absence of both the President and the Chairperson, an Official elected by the remaining members of the Executive Committee shall preside.
(5) The Secretary shall cause minutes to be kept at meetings of the Executive 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) Decisions of the Executive Committee are as far as reasonably possible taken by way of consensus.
(7) If the Executive Committee is not able to take a decision by way of a consensus, a decision shall be taken by way of ordinary vote.
(8) If the Executive Committee has to take a decision by vote and the vote is tied, the
President shall have a casting vote.
[Consideration may also be given to other officials, such as coaching co-ordinator instead of a head coach, players representative, facilities manager, medical officer, etc. Take care to keep the Management Committee within a manageable size.]
(2) The Management Committee is responsible for the day to day management of the Club and, unless the Executive Committee or the Club in general meeting directs otherwise, may perform or exercise any of the powers, duties and functions of the Executive Committee in terms of this Constitution.
(3) The Management Committee appoints coaching staff, selection committees, team managers and other office bearers for the Club.
MEETINGS OF MANAGEMENT COMMITTEE
(2) Meeting of the Management Committee are convened by the Secretary on instruction from the Chairperson.
(3) (Three) members of the Management Committee shall be a quorum.
[If the Management Committee consists of more members, the quorum shall be increased proportionately]
(4) The Chairperson shall preside at meeting of the Management Committee and, in the absence of the Chairperson, an Official elected by the remaining members of the Management Committee shall preside.
(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) Decisions of the Management Committee are as far as reasonably possible taken by way of consensus.
(7) If the Management Committee is not able to take a decision by way of consensus, a decision shall be taken by way of an ordinary majority vote.
(8) If the Management Committee has to take a decision by vote and the vote is tied, the Chairperson shall have a casting vote.
(9) Not withstanding any provision to the contrary in this Constitution, a decision which is signed by all the members of the Management Committee, shall in all respects be valid as a decision of the Management Committee as if it has been taken at a meeting of the Management Committee duly constituted in terms of this Constitution.
(10)If the Executive Committee revokes or amends in part or in whole, a decision of the Management Committee, anything properly done in good faith in terms of such revoked or amended decision of the Management Committee prior to its revocation or amendment by the Executive Committee shall remain in force unless the Executive Committee, after consultation with all interested parties, directs otherwise.
GENERAL MEETINGS OF CLUB
(2) An annual general meeting shall be held at such a reasonable time and place as the Management Committee shall decide from time to time.
(3) The Management Committee or Executive Committee may and must on petition of no less than members together holding not less than 20% (Twenty percent) of the total voting rights of all members, convene extraordinary general meetings.
NOTICES OF MEETINGS
11.(1)An annual general meeting and a meeting called for the passing of a special resolution, shall be called by giving at least 21 days’ written notice and extraordinary general meeting , other than one called for passing of a special resolution, shall be called by giving at least 14 days’ written notice.
(2)A general meeting of the Club shall, notwithstanding that it is called by shorter notice than that specified in this Constitution be deemed to have been duly called if it is agreed.
(a) in the case of an annual general meeting, by all the members entitled to attend and vote thereat; or
(b) in the case of an extraordinary general meeting; by a majority in a number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% of the total voting rights of all members.
(3) Any period referred to in sub clause (1), shall be calculated exclusive of the day on which the notice is given, and shall specify the place, the day and the hours of the meeting, and in the case of special business, in addition to any other requirements contained in this Constitution, the general nature of that business.
(4) The accidental omission to give notice of any resolution, or to give any other notification, or present any document required to be given or sent in terms of this Constitution, or the non-receipt of any such notice, notification or document by any member or other person entitled to receive such notice, notification or document shall not invalidate the proceedings at, or any resolution passed at, any meeting.
12.(1) No business shall be transacted at any general meeting unless a quorum is
present when the meeting proceeds to business.
(2) The quorum at any annual general meeting of the Club shall be members together holding not less than 60% (Sixty percent) of the total voting rights of all members and the quorum at any other general meeting of the Club shall be members holding not less than 50% (Fifty percent) of the total voting right of all members.
(3) If, within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same place and time or at such other place as the chairperson of the meeting shall appoint.
(4) If at an adjourned meeting contemplated in sub clause (3) a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.
AGENDA AT MEETINGS
13.(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 –
(a) consideration of the chairperson’s report;
(b) election of Officials;
(c) consideration of any other matters raised at the meeting, including any resolution proposed for adoption by such meeting, and the voting upon such resolutions;
(d)consideration of the accounts of the Club for the preceding financial year;
(e) consideration of the report of the auditors and the fixing of the remuneration of the Officials;
(2) No business shall be dealt with at any general metering unless written notice has been given to the Management Committee not less than two days before such meeting by the person proposing to raise such business of his or her intention so to do; Provided that the President may on ordinary resolution of the meeting relax this condition.
PROCEDURE AT GENERAL MEETINGS
14.(1) The President 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 tem and place to place.
(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.
(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.
(4) Subject to the provisions of sub clause (3), the members shall not be entitled any notice of the adjournment or of the business to be transacted as an adjourned meeting.
(5) The Secretary shall cause minutes to be kept of every general meeting, which minutes shall, without undue delay after the meeting has closed, be reduced to writing and certified correct by the President.
(6) All minutes of general meetings shall, after certification, be placed in a minute book to be kept by the Secretary.
15.(1) A member may be represented at a general meeting by a proxy, who must be a member of the Club.
(2) The instrument appointing a proxy shall be in writing and signed by the member concerned of his or her agent, duly authorised in writing, but need not be in any particular form.
(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.
(4) No instrument appointing a proxy shall be valid after the expiration of three months from the date of its execution.
(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 President at any time before a vote is taken in respect of which the proxy exercises such vote.
16.(1) At any general meeting of the Club, every member who is present in person or represented by proxy and entitled to vote, shall have one vote.
(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.
(3)At any general meeting a resolution put to the vote shall be decided on a show of hands and a declaration by the President that a resolution has, on a show of hands been carried or carried unanimously or by a particular majority or negative, 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 the proof of the number or proportion of the votes recorded in favour of or against such resolution.
(4) Notwithstanding the provisions of sub clause (3), a poll may, before or on the declaration of the result of the show of hands, be demanded by the President or members and any demand of a poll may be withdrawn by the President or members, as the case may be.
(6) If a poll is demanded, the poll shall be taken in such a manner, including the manner in which the result of the poll shall be determined, as the President directs and the result of the poll shall be determined, as the President directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
(7) In the case of an equality of votes, whether on a show of hands or on a poll, the President shall have a casting vote.
(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 President directs.
(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.
(10) Every resolution and every amended resolution proposed for adoption by a general meeting shall be seconded at the meeting and, if not seconded, shall be deemed not to have been proposed.
(11) An ordinary resolution or the amendment of an ordinary resolution shall be carried on a simple majority of all votes cast.
(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 President 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 President 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 directed.
(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.
ELECTION OF OFFICIALS
17.(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.
(2) An official may be re-elected to a particular office
(3) If any Official ceases to hold office as contemplated in clause 6 (6), the Management Committee may appoint a member to hold such office for the remaining portion of the Official concerned’s term of office.
(4) Any member may, subject to sub clause (6) and (7), before the commencement of an annual general meeting, submit written nominations for the various offices to the Secretary and such nominations must be countersigned by the nominated member and at least one other member seconding the nomination.
(5) If only one or no nomination is received for a particular office in terms of sub clause (4), the President may invite nominations during the course of the annual general meeting.
(6) Only members of the Club are eligible to be nominated for an office.
(7) A candidate or candidates for the office of Head Coach [or Coaching Co – Coordinator] is annually nominated by the Executive Committee on recommendation of the Management Committee.
(8) Officials are elected by ordinary majority vote by the members present in person or by proxy at an annual general meeting.
(9) If only one nomination in terms of sub clauses (4) an up to and including (7) is received for a particular office, the nominated candidate shall be deemed to be elected unopposed.
(10) If there is an equality of votes in respect of a particular office –
(a) the President has a casting vote if there are only two nominees or two remaining nominees; or
(b) If there are more than two nominees or remaining nominees, the candidate with the least number of votes is eliminated and a new vote is held.
(2) The Treasurer may, with the approval of the Management Committee, open one of 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.
(3) Withdrawal of funds from any account contemplated in sub clause (2), whether by cheque of otherwise, shall only be done on authorisation of the Treasurer and at least one other Official.
(4) The accounts and books of the Club shall be open to inspection by members at all reasonable times during business hours.
(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 acceptable accounting practice.
20.(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 any Equestrian Association to which the club is affiliated and any code of conduct which may be adopted by the Club.
(2) A member if 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.
SUBCOMMITTEE ON DISCIPLINE
21.(1) The Subcommittee on Discipline shall consist of the Chairperson, the Head Coach and additional Official who is not the President of the Club.
(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 its Management or Executive Committee, any contract entered into by the Club, any competition established by the Club, or any laws, by-laws, regulations or rules of any Equestrian Association to which the Club is affiliated and any code of conduct which may have been adopted by the Club.
(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.
(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.
22.(1) A disciplinary committee consisting of
(a) 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
(b) at least one Club captain [or players representative]; may appointed from time to time when the Subcommittee for Discipline deems it necessary to conduct disciplinary proceedings against a member
(2) A disciplinary committee may simultaneously enquire into various infringement allegedly committed by a member and may simultaneously enquire into reared infringements committed by different members.
(3) The Subcommittee for Discipline shall appoint –
(a) a member to take minutes at the meeting of the disciplinary committee; and
(b) a member to act as prosecutor before the disciplinary committee and to present evidence on behalf of the Club in a particular case.
(4) 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.
(5) 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 of this right before the proceedings commence.
(6)If the disciplinary committee finds the accused member guilty of an infringement as charged, it may –
(a) warn the member;
(b) impose a fine not exceeding (R1000.00) on the member;
(c) suspend the member for a period not exceeding 6 (six) months in the case of a first infringement, or a period not exceeding 21 (twelve) months in the case of a subsequent infringement.
(d) recommend to the Executive Committee that the member be expelled from the Club; or
(e) take such other steps as it may deem fit in the circumstances of the case’
23(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 President of the Club, stating the reasons for the appeal.
(2)The President of the Club shall consider the appeal on the minutes of the disciplinary committee, the finding and reasons contemplated in clause 22(6) and the written reasons contemplated in sub clause (1) and may in whole or in part, revoke or amend the decision of the disciplinary committee and may –
(a) warn the member;
(b) impose a fine not exceeding (R1000.00) on the member;
(c) suspend the member for a period not exceeding 6 (Six) months in the case of a first infringement, or a period of 12 (Twelve) months in the case of a subsequent infringement;
(d)recommend to the Executive Committee that the member should be expelled from the Club; or
(e) take such other steps as it may deem fit in the circumstances of the case.
(3) The decision of the President of the Club shall be final and binding on all concerned
SERVICE OF NOTICES
24.(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.
(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.
25.(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 President, Chairperson, Treasurer, Secretary or other Official.
(2) Without prejudice to the generality of the sub clause (1), the Club shall specifically indemnify every person referred to in sub clause (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.
26.(1) Subject to any restriction imposed or direction given at a general meeting of the Club, the Executive Committee may from time to time make rules with regard to –
(a) the conduct of members;
(b) the application form for membership of the Club
(c) the annual membership fees that are payable by members and different membership fees may be prescribed in respect of different categories of members;
(d) 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, and may vary, modify or repeal any rules made by the Executive Committee, but not rules made by a general meeting of the club.
(2) A general meeting of the Club may make rules which the Executive 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 Executive Committee.
(3) The members shall be notified in writing of any rule made by the Executive Committee or the general meeting of the Club.
(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 (1)
(5) The Secretary shall on the application of any member, any prospective member, the auditor or the accounting officer supply to such person a copy of the Constitution and all the rules in force, in return for which the Secretary may require such person to pay the fee prescribed therefor.
28.(1) The Club may merge with any other body with similar objects, by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.
(2) In the event of a merger as contemplated in sub clause (1), the Club’s Net assets after discharge of its liabilities, together with its rights and obligations under this Constitution, shall vest in the merged entity.
29.(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.
(2) In the event of a dissolution of the Club –
(a) the Officials will act as liquidators;
(b) the Club’s net assets after discharge of its liabilities will be distributed in the liquidator’s discretion to one of more Equestrian Sport clubs.