CONSTITUTION | Krugersdorp Golf Clu

OUR CONSTITUTION

INDEX TO THE CONSTITUTION

The Constitution

1. NAME

The name of the Club shall be KRUGERSDORP GOLF CLUB (hereinafter “the Club”)

2. OBJECTS AND PROVISIONS

THE club is founded on the following provisions:

To provide golf and ancillary activities as well as other social and recreational amenities for the members of the Club.
The Club’s activities shall be carried out in a non-profit manner.
The fiduciary responsibility of the Club shall vest in its Committee constituted, elected, and empowered in accordance with the rules passed in general meetings from time to time.
The Club is a separate juristic entity from its members and the liability of members is limited to the extent of their unpaid subscriptions imposed from time to time in accordance with the rules and any other monies owed to the Club.
The Club may sue or be sued in its own name and all written contracts shall be signed and executed on behalf of the Club by the President of the Club authorized thereto by resolution of the Committee.
The members of the Club shall be the present members thereof and such other as may from time to time be admitted or elected in accordance with the rules of the Club.

3. RULES OF THE GAME

The rules of the game of golf as adopted from time to time by the Royal and Ancient Golf Club at St Andrew’s, except in so far as they are modified by by-laws of the Club, shall govern all games of golf. Every member shall be bound by and submit to the rules and by-laws of the Club.

4. POWERS OF THE CLUB

The Club shall be entitled to exercise all such powers and authorities as are conferred upon it by this Constitution and as are or may be vested in it by operation of law, provided that the Club shall under no circumstances have the power to be permitted to distribute any of its profits or gains to any person, and shall utilize its funds for the objects for which it is established, and shall in particular have the following powers:-

to purchase, hire, take on, lease or sub-lease or exchange, or otherwise acquire any movable or immovable property or rights, to sell, exchange, transfer, alienate, dispose of, donate, mortgage, encumber, charge, pledge, lend, turn to account, or otherwise deal with all or any of the movable or immovable property rights of the Club;
to erect, construct, maintain, improve, alter, demolish, replace, repair, renovate, manage, or control any buildings, erections, or other improvements upon the land at any time leased by the Club, or over which it enjoys a right of occupation, insofar as it is permitted by the lease or right of occupation;
to develop and lay out the grounds of the Club by the establishment of such gardens, and other facilities as are necessary to enable it to fulfil its objects, and to maintain and improve same;
to borrow, collect or raise money particularly by means of subscriptions, entrance fees, levies, and debentures with or without security;
to establish a fund or funds constituted by cash or assets to promote and advance the interests of the Club;
to apply to any licensing authority for the grant of the Club of any license it may require for the proper conduct of its affairs, to accept transfer of any existing licenses, and to cede, transfer, amend or otherwise deal with same, and to apply for the renewal thereof from time to time;
to establish, or subscribe to, Pension, insurance, and Medical Aid Schemes for the benefit of, and to grant pensions, allowances, gratuities, and bonuses to, employees or ex-employees of the Club, or the dependants of such persons and to support or subscribe to any charities, clubs, institutions or societies;
to lend money, either with or without security;
to do all such other things as are incidental or conducive to the attainment of all or any of the foregoing powers.

5. MEMBERSHIPS

5.1 Rights of Members

No member shall have any right, title, or interest in and to any assets of the Club and shall have the right only to use and enjoy the same upon and subject to the terms and conditions contained in this Constitution, the Regulations made hereunder, and such other terms and conditions as shall be properly imposed by the Committee or the Management of the Club from time to time.

5.2 Liability of Members

The liability of members shall be limited to the amount of their unpaid entrance fees, levies, subscriptions, and any other amounts as shall be owing by them to the Club from whatever cause arising.

5.3 Indemnity of Members

5.3.1 Every member, including the dependants of members, utilizing the Club and any of its amenities indemnifies the Club and its members, agents or servants and holds them harmless from any loss and / or damage to his or her person or property, or the person or property of any guest of such member, howsoever arising as a result of such member or his guests utilizing the Club’s facilities and / or premises.
5.3.2 Without limiting the generality of the foregoing, the Club shall not be liable for any claim of whatsoever nature arising out of:-
5.3.2.1 any negligent act or omission by the Club or its members, agents, or servants and / or;
5.3.2.2 any cause or event beyond the control of the Club, including but without limiting the generality of the foregoing, Acts of God.

5.4 Membership Classes

5.4.1 The membership of the Club shall comprise various classes of members as set out herein as follows:-

Ordinary Full Member;
Transition Member;
Country Member;
Temporary Member;
Honorary Member;
Life Member;
Senior Member;
Master Member,
Juvenile Member,
Junior Member,
Weekday Member,
Lady Member,
Social Member.

The membership classes referred to in 5.4.1 above shall be defined as follows:

An Ordinary Full Member is:

5.5.1.1 A person of any gender who, attains the age of 40 (forty) years, has been elected an Ordinary Full Member by the Committee as at the date of adoption of this Constitution.

5.5.1.2 A person, who having been a Transition Member attains the age of 40 (forty) years and will automatically become an Ordinary Full Member, unless such member elects to belong to a different class of membership.

A Transition Member is:-

A person who, being over the age of 24 (twenty-four) years and under the age of 40 (forty) years has been elected a Transition Member by the Committee.

5.5.3 A Country Member is:

5.5.3.1 A member of any class, other than a Temporary Member, who having taken up permanent residence in excess of a 200km (two hundred kilometre) radius from the Clubhouse, applies to the Committee to be reclassified as such, and is and remains so classified; or

5.5.3.2 A member of any class who is ordinarily resident within a 200km (two hundred kilometre) radius from the Clubhouse but who shall, by virtue of continuous absence from the Republic for a period of not less than 12 (twelve) months, not be able to enjoy the use of the Club and who applies to the Committee to be classified as such and is and remains so classified as determined by the Committee in its sole discretion.

A Temporary Member is:

A person who ordinarily resides outside of the Republic of South Africa and is temporarily visiting the Republic and who has been afforded temporary membership by the Committee, provided however that the Committee shall at all times be entitled to summarily withdraw such membership at any time; or

5.5.4.2 Is considering joining the Club and has been considered and elected by the Committee to such membership, provided however that the Committee shall at all times be entitled to summarily withdraw such membership at any time; and

5.5.4.3 Shall not be a member for longer than 90 (ninety) days at a time.

An Honorary Member is:

A special member by virtue of:

5.5.5.1 having conferred some special benefit, in the sole discretion of the Committee, on the Club;

5.5.5.2 or having been a continuous member of the Club for not less than 50 (Fifty) consecutive years calculated from an age of not less than 16 (Sixteen) years of age and has been elected to such membership by the Committee, shall have Honorary membership for life. Only members who have been active members of the Club will qualify for this privilege and if the member has been a Country member, social member and/or Leave of Absence member during this period the duration thereof shall be excluded from the computation of the 50-year period.

5.5.5.3 Honorary membership in terms of clause

5.5.5.1, unless re-conferred, shall not be for a period exceeding one calendar year.

A Life Member:

Is an Ordinary Full member proposed and elected at an Annual General Meeting in recognition of special services to the Club. Life membership shall apply for the natural life of the member. The number of Life Members shall at no time exceed twelve living members in total.

A Senior Member:

Is an Ordinary Full Member who has attained the age of 60 (sixty) years and has been a member of the Club for a continuous period of not less than 10 (ten) years and who is elected to such membership by the Committee on application from such member.

A Master Member:

Is an Ordinary Full Member who has attained the age of 65 (sixty-five) years and has been a member of the Club for a continuous period of not less than 10 (ten) years and who is elected to such membership by the Committee on application from such member.

A Juvenile Member:

Is a person who, being over the age of 12 (twelve) and under the age of 18 (eighteen) years of age has been elected by the Committee to such membership.

A Junior Member:

Is a person who, being over the age of 18 (eighteen) and under the age of 24 (twenty-four) years of age has been elected by the Committee to such membership.

5.5.11 A Weekday Member:

Is a member who is entitled to utilize the facilities of the Club during the week.

5.5.12 A Lady Member:

5.5.12.1 These members shall form a Ladies Section. The Ladies Section shall elect a separate Ladies Committee annually consisting of Lady members.

5.5.12.2 This Committee shall draw up by-laws for its section, such by-laws and amendments must be approved by the Club Committee before becoming operative and be recorded in the Club’s Standing Orders.

5.5.12.3 The Ladies Section and its by-laws shall be subject to the provision of this Constitution.

5.5.13 A Social Member:

Shall be entitled to full use of the clubhouse facilities only.

Their rights shall be determined by the committee from time to time.

6. APPLICATION FOR MEMBERSHIP AND RESIGNATIONS

The Committee shall be empowered in its discretion to close and open, from time to time, the list of applicants for all classes of membership. It shall further be empowered to institute a waiting list on which shall be inscribed the names of all persons applying for membership of the Club. The Committee shall, however, at any given time be entitled to admit members at their discretion, in what they consider to be exceptional circumstances subject.
The Applicant shall complete and sign the Club’s Membership Application and deliver it to the General Manager. Upon receipt of the required payment the Applicant shall be provisionally elected to the Club and shall be entitled with immediate effect to enjoy such benefits of the Club in accordance with his or her class of membership.
The provisional election of the member shall be ratified by the Committee at their earliest convenience. The Committee shall have the power to call for such further particulars regarding any provisionally elected member, as it may deem fit, and to require such member to appear before it and to answer such questions as may be put. Should the Committee not ratify the election the member shall be notified accordingly, and all monies paid by the member will be reimbursed pro rata to the member.
The Committee shall have power in its sole and absolute discretion to reject any application for Membership without assigning any reason, therefore. The person whose application is thus rejected shall have no claim whatsoever. The Committee shall further be entitled in its sole and absolute discretion and without assigning any reason therefore to refuse to accept any subscription from any member in a case where the acceptance of any such subscription is a pre-requisite to renewal of membership. No member shall introduce anyone to the Club premises who has been rejected as a member, posted as a defaulter, who has resigned when called upon so to do by the Committee, who has been expelled or suspended (during the period of such suspension) or who has had acceptance of a subscription refused in the case where acceptance of such subscription is a pre-requisite to renewal of membership.
RESIGNATIONS: – A member desirous of resigning his/her membership shall tender his/her resignation in writing to the Committee, who shall accept same providing all amount due by such member to the Club shall have been paid.

7. MEMBERSHIP CLASSES AND RIGHTS

The following rights shall attach to the various classes of membership as set out herein as follows:-

An Ordinary Full Member shall:

Have the right to use the facilities and amenities of the Club at all times subject to any restrictions imposed by this Constitution, the Regulations made hereunder, or by the Committee from time to time.
Have the right to serve on any committee and to vote at all meetings of members.
Pay an annual subscription of an amount issued by the Committee from time to time.

A Transition Member shall:

Have the right to use the facilities and amenities of the Club on such days, at such times, and on such terms and conditions as the Committee shall from time to time decide subject always to any restrictions imposed by this Constitution or the Regulations made hereunder.
Have the right to serve on committee and vote at any meetings of the members.
Have the right to become an Ordinary Full Member on attaining the age of 40 (forty) years and will automatically become an Ordinary Full Member unless such member elects to belong to a different class of membership.
Pay an annual subscription of an amount issued by the Committee from time to time.

A Country Member shall:

Have the right to use the facilities and amenities of the Club on such days, at such times as he/she is able to do so, subject to any restrictions imposed by this Constitution, the Regulations of the Committee.
Not have the right to serve on any committee or to vote at meetings of the members.
Pay an annual subscription of an amount issued by the Committee from time to time.

A Temporary Member shall:

Have the right to use the facilities and amenities of the Club on such days, at such times as he/she is able to do so, subject to any restrictions imposed by this Constitution, the Regulations of the Committee.
Not have the right to serve on any committee or to vote at meetings of the members.
Pay a subscription of an amount issued by the Committee from time to time.

An Honorary Member shall:

Have the right to use all the facilities and amenities of the Club at all times for such subscriptions as shall be determined by the Committee in its sole discretion as determined by the Committee from time to time, subject to any restrictions imposed by this Constitution, the Regulations made hereunder or by the Committee.
Have the right to be acknowledged as an Honorary Member and to be so acknowledged in any manner that the Committee, in its sole discretion, may decide.
An Honorary member that has been elected by the Committee in terms of clause 5.5.5.1 shall not have the right to serve on any committee or to vote at meetings of the members.
An Honorary member that has been elected by the Committee in terms of clause 5.5.5.2 shall have the right to serve on any committee or to vote at meetings of the members.

A Life Member shall:

Have the right to use all the facilities and amenities of the Club at all times subject to any restrictions imposed by this Constitution, the Regulations made hereunder or by the Committee.
Have the right to vote at any meeting of members or to serve on any committee.
Have the right to enjoy the privileges of such membership without payment of any subscription.

A Senior Member shall:

Have all the rights of the class of membership to which he/she belongs prior to his/her election as a Senior Member but shall pay an annual subscription of an amount set out in the schedule issued by the Committee from time to time.

A Master Member shall:

Have all the rights of the class of membership to which he/she belongs prior to his/her election as a Master Member but shall pay an annual subscription of an amount set out in the schedule issued by the Committee from time to time.

A Juvenile Member shall:

Have the right to use all the facilities and amenities of the Club on such days, at such times and on such terms and conditions as the Committee shall from time to time decide, subject always to any restrictions imposed by this Constitution or the Regulations made hereunder.
Not have the right to serve on any committee or to vote at any meetings of members.
On attaining the age of 18 (eighteen) years, such member will automatically become a Junior Member, unless such member elects to belong to a different class of membership.
Pay an annual subscription of an amount as set out in the schedule issued by the Committee from time to time.

A Junior Member shall:

Have the right to use all the facilities and amenities of the Club on such days, at such times and on such terms and conditions as the Committee shall from time to time decide, subject always to any restrictions imposed by this Constitution or the Regulations made hereunder.
Not have the right to serve on any committee or to vote at any meetings of members.
On attaining the age of 24 (twenty-four) years, such member will automatically become a Transition Member, unless such member elects to belong to a different class of membership.
Pay an annual subscription of an amount as set out in the schedule issued by the Committee from time to time.

A Lady Member shall:

Have the right to use all the facilities and amenities of the Club on such days, at such times and on such terms and conditions as the Committee shall from time to time decide, subject always to any restrictions imposed by this Constitution or the Regulations made hereunder.
Have the right to serve on the Ladies Committee and to vote at any general meeting convened by the Ladies Committee.
Not have the right to serve on the Committee of the Club or to vote at any meetings convened in terms thereof
Pay an annual subscription of an amount as set out in the schedule issued by the Committee from time to time.
It is recorded that ladies who elect to become Ordinary Full members, Transition members or any other category of member shall have all the rights and privileges of that category of membership including where applicable, the right to serve on the Committee of the Club and to vote at any meetings in terms thereof.

A Weekday member shall:

Have the right to use all the facilities and amenities of the Club on such days, at such times and on such terms and conditions as the Committee shall from time to time decide, subject always to any restrictions imposed by this Constitution or the Regulations made hereunder.
Not have the right to serve on any committee or to vote at any meetings of members.

A Social Member shall:

Have the right to the full use of the clubhouse facilities only.
Not have the right to serve on any committee or to vote at any meetings of members.

8. RIGHTS OF MEMBERS

Membership of the Club does not and shall not give to any member of any category any right, title, interest, claim or demand in or to any of the monies, property or assets of the Club, but only confers upon such member the right and privilege of entering into and upon the grounds and erections of the Club, and to use the same in accordance with the uses to which they are devoted by the Committee of the Club, and subject to such restrictions and charges as the Committee may from time to time impose, and subject to the Rules and Regulations of the Club from time to time in force.

9. MEMBERS BOUND BY THE RULES AND REGULATIONS

The payment by or on behalf of a member of his or her first subscription shall be acknowledgement on the part of such member that he or she is bound by the Rules and Regulations of the Club, that have been or may hereafter be made by the Committee, and that he or she accepts the ruling of the Committee in all cases, and no person shall be absolved from the effects of the Rules and Regulations in the plea of not having received a copy of them.

10. ENTRANCE FEE AND SUBSCRIPTIONS

The entrance fee for the different classes of membership shall be such sum as the Committee from time to time determine.
The Committee shall have the right from time to time in its absolute discretion in respect of any applicant for membership or new member to remit or reduce the entrance fee that is payable.
The annual subscription payable by the different classes of members shall be such sum as the Committee may from time to time determine.
The Committee shall give three months’ notice of its intention to increase any annual subscription previously determined. Notice shall be given in the Club’s newsletter and by posting on the Club’s notice board.
Any member being elected during the financial year of the Club shall pay pro rata subscriptions and/or levies as determined by the Committee.
All entrance fees, subscriptions and/or levies shall become due and payable immediately on a member’s election to membership, and subsequently, on the first day of February of each year.
The Committee may, in its discretion, allow payment of entrance fees, annual subscriptions and/or levies in instalments on such terms as regards interest or otherwise as it deems fit.
No member shall be entitled to the privileges of membership until after payment of his/her dues, or suitable financial arrangements have been agreed with the Club as per clause 10.7.
Any member wishing to resign his membership shall do so in writing addressed to the General Manager of the Club. After acceptance thereof by the Committee, such resignation shall be effective from the date of the Club’s receipt thereof. Resignation of membership shall not affect a member’s liability to the Club for payments that had fallen due before his/her resignation.
No member ceasing to be a member shall be entitled to any refund of entrance fee, or subscription or levy paid, unless the Club is by law compelled to refund such moneys or portion thereof.
The Committee may, at its discretion in what it considers to be exceptional circumstances, remit entirely the annual subscription and/or levy of any member for such period and on such conditions as it may determine, or refund all or part of any subscription and/or levy paid.
Members more than one month in arrear with payment of their subscriptions and/or levies (or of instalments of subscription and/or levies that the Committee has allowed) shall be suspended by the Committee if after two weeks’ notice in writing, drawing attention to this clause and giving details of the amount overdue, the arrears remain unpaid.
The Committee may reinstate a defaulter on satisfactory grounds being shown for the default and on payment of all arrears or such amount as the Committee considers may meet the case.
A minute of the General Committee’s meeting stating that a member has had the notice in terms of clause 10.12 sent to him/her shall be conclusive evidence that such notice was duly and properly given and shall not be liable to be impeached.
Should any defaulting member neglect or omit to pay the arrears specified in the notice and/or fail to apply for reinstatement within a period of one month after his/her suspension, such member shall cease to be a member of the Club. The fact that a member’s membership has ceased may be reported to the Central Gauteng Golf Union by the General Manager of the Club and shall be minuted by the Committee at its next meeting after the date of the member’s ceasing to be a member.

11. RIGHT OF ADMISSION AND INDEMNITY

The Club reserves the right of admission and such notice to be displayed at the main entrance and Club House entrance.
Any person entering the property of the Club do so at their own risk and hereby indemnify and hold harmless the Club and/or its employees, sponsors and promoters against all or any loss including medical and legal costs for damage to properties, persons or injury that may be incurred or sustained, however so arising.

12. MEMBERSHIP ALTERATION AND REINSTATEMENT

12.1 A member may on written application transfer his or her membership to another category of membership for which he or she is eligible.
- 12.1.1 Members under the age of 18 (eighteen), members under the age of 24(twenty-four), members under the age of 40 (forty), members under the age of 60(sixty) and members over the age of 65, shall automatically progress to the next level of membership applicable, based on status and age without having to pay an additional entrance fee.
- 12.1.2 Other categories of membership not specified in 12.1.1 will be liable to pay the differential in entrance fee between an existing category of membership and that to which they choose to transfer in the year in which transfer is affected at the discretion of the Committee.
12.2 Former members who have relinquished their membership of the Club for any reason may be re-admitted to membership on such terms and conditions as the Committee may determine in each case.

13. FINANCIAL YEAR

The financial year of the Club shall end on 31st January each year.

14. COMMITTEE AND MANAGEMENT

The Committee shall be ultimately responsible for the strategic control of the Club’s affairs, including the appointment of Management. Management shall be responsible for the day-to-day administration, management, and conduct of the Club’s affairs and shall report and be responsible to the Committee.

1. Committee and Constitution thereof

The Committee shall consist of not less than 7 (seven) but not more than 9 (nine) members and shall comprise of the following members who shall be elected at a General Meeting for a period of not less than two years:

President
Captain
Finance member
Marketing member
Assets member
Member representative 24 to 40 years old
Member representative 40 plus.
The incumbent General Manager and Golf Director of the Club, shall automatically form part of the Committee without having been elected thereto, and shall have full voting rights in respect of any Committee decision

Members must state in their nomination form which position they wish to be proposed and the candidates for the positions under clause 14.1.6 and 14.1.7 must be of the same respective age.

The Committee shall have the power to co-opt any person who it considers will be able to contribute to its deliberations and activities. Such co-opted member shall not have a voting right in any Committee decisions.

2. Nomination and Election

No member shall be eligible for election to the Committee unless: –

Such member has been a member of the Club for a period of not less than 2 (two) years.
Such member has been nominated in writing as a candidate by 2 (two) members who are eligible to vote at general meetings.
Such member has signified in writing a willingness to accept office if elected.
The nomination and acceptance have been delivered to the Manager by 5:00 p.m. on the same day in the preceding week in which the annual general meeting is due to take place.
The nomination and acceptance have been prominently and continuously exhibited on the Notice Board of the Club from the time it is received until the conclusion of the annual general meeting.
Notwithstanding the provisions of clauses 14.2.1 to 14.2.4 hereof, retiring members of the Committee (including co-opted members) who offer themselves for re-election, shall be eligible for re-election.
If more candidates are nominated than the number of vacancies, the election shall be by ballot upon such terms and conditions as shall be prescribed by the Chairman in his/her sole and absolute discretion.
In the event of a vacancy occurring on the Committee for any reason, such vacancy may be filled by the Committee in its sole discretion. A member becoming a member of the Committee in terms of this clause shall hold office for the uncompleted period of the year concerned.
The President and Captain must have served a minimum of two years on the committee at any given time. They shall be proposed, seconded, and elected by ballot at each Annual General Meeting.

3. Rotation of Members

Each elected member of the Committee shall be elected for a period of 2 (two) years (“a term”) and shall cease to be a member of the Committee at the conclusion of the annual general meeting 2 (two) years following his/her election.
A member of the Committee shall not be entitled to serve the Committee for more than 4 consecutive terms, that being 8(eight) consecutive years.

4. Indemnity of Committee Members

Upon and by virtue of being elected to the Committee, the Club shall be deemed to have indemnified and hold harmless each member of the Committee in his/her personal capacity, and the Committee as a whole (as it is constituted from time to time) against any loss, harm, damage or claim of whatsoever nature and howsoever arising which the Club or its members may suffer by reason of the actions of the Committee or any member thereof, save where he/she shall have acted in bad faith or is grossly negligent.

5. Proceedings of the Committee

The following provisions shall govern the conduct of all meetings of the Committee:-

The quorum shall be 5 (five) comprising of Committee members, who are present in person.
The President of the Club shall preside and failing him/her, the captain, and failing him/her, those present shall elect a Chairman from among their number to preside at the meeting.
Save as is otherwise provided in this Constitution, all questions arising at such meeting shall be decided by a majority vote of those present.
Each member present in person shall be entitled to one vote in any matter upon which a vote is taken.
Voting shall be by show of hands, but shall be by ballot, if so, required by the provisions of this Constitution or by a simple majority of those present at the meeting.
The Chairman shall have a casting vote.

6. Dutes of the Committee

The Committee shall:-

Meet regularly but not less than once every 2 (two) months.
Ensure that proper records of the functioning of the Club are maintained and proper minutes are kept of its meetings.
Maintain a banking or other account in the name of the Club into which all monies shall be deposited as soon as possible after receipt thereof.
Cause the Club’s books of account to be audited by a registered public accountant who shall audit the books of the Club, at such intervals as the Committee may require, but not less frequently than once in each financial year.
Ensure that the Club maintains adequate fidelity insurance with a reputable insurance company.
Cause to be kept a membership register, proper books of account and such other registers, books or documents as shall be required by law from time to time.
Provide stewardship to ensure that there are sufficient procedures in place to minimize the risk of harm or damage to the person or property of members and / or staff on the Club premises and to ensure that the Club complies with current legislation and regulations.
Consider and approve the annual business plan, annual budget and maintenance schedule prepared and proposed by Management from time to time.
Review and approve the annual subscription fee and entrance fee schedules prepared and proposed by Management from time to time.
Communicate regularly with the members to ensure transparency in all decisions affecting the members.
Set policies and standards for the Club relating to, inter alia, conduct, new membership, advertising, marketing, sponsorship, and good corporate governance.
Facilitate transformation within the Club in respect of both membership and staff.
Mandate specialist project managers to carry out and / or conduct certain tasks where necessary.
Appoint the Management of the Club and set remuneration and benefits.
Determine Management’s levels of authority.
Maintain adequate capital reserves for the Club. They shall have the power to utilise the reserves provided that it improves or extends the Club’s facilities and premises as capital expenditure. No operational expenditure from the capital reserves shall be permitted such as salaries/maintenance/utilities. Any reserve utilisation to cause such capital reserve to reduce below R1.5 million shall be presented to members for approval at a general meeting.

7. Powers of the Committee

The Committee shall, in addition to the powers specially conferred upon it elsewhere in this Constitution and those necessary to fulfil its duties, have the following powers: –

To fill such vacancy or vacancies in its numbers as may occur in accordance with the provisions of clause 14.2.8 hereof.
To form sub-committees for the purposes of delegating to such sub-committees certain of its powers and duties from time to time and to enable the particular sub-committees to, inter alia, and without limiting the generality of the foregoing: –
call special or general meetings of the members affiliated to the different sub-committees;
create, sanction, and enforce Regulations to govern each particular sub-committee;
elect the members to such sub-committees;
conduct such sub-committees vis-à-vis meetings, quorums, and the like in a manner that it may deem fit;
To co-opt to the Committee or to any sub-committee, members of the Club who have particular aptitude or qualifications to serve thereon, or particular enthusiasm for any specific function or task;
To make, vary and rescind Regulations not inconsistent with this Constitution, for the management of the Club’s affairs, the use of its facilities by its members, and generally for arranging good management and administration of the Club and all its activities and functions;
To engage employees of the Club, to enter into service contracts with them, upon such terms and conditions as it shall think fit, and to control, suspend and dismiss such employees and to vary their terms of employment from time to time subject to applicable legislation;
To apply to any court, or other authority for the grant, renewal, extension, or modification of any license or right that the Club may require from time to time, and to do such things as are necessary to maintain and protect same;
To appoint and employ professional advisors, to determine their remuneration, and vary any such appointment from time to time;
To institute, conduct, defend, compound, or abandon any legal proceedings by or against the Club, or its officers or employees concerning the affairs of the Club, and also to compound and allow time for payment or satisfaction of any debts due, and of any claims or demands by or against the Club;
To refer any claim or demand by or against the Club to arbitration, and to perform or refuse to perform in terms of the award;
To borrow or raise money in such manner, to such extent and for such purposes as it shall think fit;
To provide security for any indebtedness of the Club, to guarantee the obligations of others and in particular to mortgage, pledge, charge or hypothecate any of the assets of the Club and to issue debentures or debenture stock;
To invest, lend and deal with so much of the monies of the Club which is not immediately required for the purposes of the Club, upon such securities and on such terms as it may think fit, and from time to time to vary, transpose, or realize such investments.
To sell, lease, exchange, alienate, mortgage, pledge, charge, hypothecate or otherwise dispose of any of the assets of the Club;
To determine, impose, vary, alter, or change entrance fees, subscriptions, levies, rebates and to suspend or defer payment thereof;
To regulate and control the management of the Club, and to take such action as is necessary to exercise its rights, to discharge its obligations, and to ensure that it complies with the requirements of any law;
To establish, support, amend, join or subscribe to a Pension Fund, Medical Aid, Retirement or other Trust Funds, Associations or Institutions established for the benefit of clubs generally, the Club in particular, the members, employees or servants thereof, and their dependants or families; to grant pensions, allowances, grants, gratuities, subsidies and honoraria to such persons, and to do all things which directly or indirectly improve their working or living conditions;
To pronounce upon transgressions arising from, inter alia, a member’s failure to comply with this Constitution, the Regulations and or the general code of conduct and / or ethics relating to the Club, as may be referred to it by the members or Management, provided that any decisions reached by the Committee shall be final and binding and not subject to any right of appeal. Members shall not be entitled to representation at any hearings that may be called by the Committee in this regard;
To subscribe and make payments or donations to charitable or benevolent institutions or for any public or useful object;
Without prejudice to the generality of the foregoing to:-
1. save where any power is vested in the members by law, or by this Constitution, to exercise the various powers vested in the Club in terms of clause 4 hereof;
2. exercise the various powers and duties referred to in clause 14.6 hereof;
3. To annually determine the levels of authority of Management;
4. The powers vested in the Committee in terms of this clause shall be exercised subject to the restrictions imposed in the proviso to clause 4 hereof.

8. Management

Appointment

The Management of the Club shall be appointed by the Committee from time to time at such remuneration and/or benefits as it may determine in its sole discretion.

Duties of Management:

Management shall:-

Prepare and formulate a business plan for the Club to be proposed to the Committee for approval and once approved, not to materially deviate from same without approval from the Committee;
Prepare and formulate a budget for the Club to be proposed to the Committee for approval, considering, inter alia, the needs of the members and various sub-committees and / or service departments and the estimated financial performance of the Club, and once approved, not to materially deviate from same without approval from the Committee;
Market the Club and its facilities so as to ensure that there is sufficient demand for membership and the holding of functions and / or golf days at the Club in line with the business plan projections;
Facilitate uniformity in structure and process between the Committee and the various sub-committees via their appointed chairman;
Manage and maintain the facilities and services of the Club so as to ensure that minimum standards are maintained.
Noting members suggestions, requests and complaints and ensuring that same are timeously addressed;
Manage all financial affairs of the Club so as to ensure that the finances are managed in accordance with the Club’s policies and procedures efficiently, timeously and with due care and accuracy.
Not to materially deviate from the budget or established policies and procedures without the prior approval of the Committee;
Prepare a maintenance and / or improvement plan for the Club to be proposed to the Committee for approval and thereafter ensure its timeous implementation;
Conducting annual membership surveys to ascertain the members overall perception and satisfaction with the Club and to address any shortcomings;
Manage the staff of the Club and the employment policies and / or conditions relating thereto including the formulation and implementation of a Code of Conduct and Discipline and Guidance Procedures to be proposed to the Committee for approval.
Implement a performance appraisal system whereby the performance of each staff member shall be assessed on a bi-annual basis.
Ensure that the Club’s website and other digital and social media content are current and up-to date;
Ensure that all newsletters are produced on time and that they contain current and relevant information;
Ensure that the Club’s image and reputation goes untarnished. Management shall do all that is reasonably possible to prevent negative exposure in the media and that the advertising and sponsorship policies, as set by the Committee, are adhered to;
Ensure that complete asset registers and insurance cover with a reputable insurance company is maintained and/or updated;
Formulate and implement an employment equity plan for approval by the Committee;
Ensure that the Club remains compliant with all applicable legislation;
Manage the service delivery in respect of all external service providers, including, but not limited to working professionals, caddies, and the pro-shops;

Powers

Management shall have all the powers necessary to fulfil the duties of management as set out in 14.8.2 above together with all ancillary and/or necessary powers related thereto;
In addition to and without limiting the generality of the foregoing;
Management shall have the following powers:
1. To institute or defend legal action by or against the Club irrespective of the cause of action;
2. To conduct credit assessments of members.

15. GENERAL MEETINGS

Notice of the date and hour of all General Meetings shall be posted in the Clubhouse and e-mailed or posted to all members entitled to attend and vote at the meeting at their addresses reflected on the Membership Roll, at least 21 (Twenty-One) days prior to the date of such meeting. All General Meetings shall be held in the Clubhouse.
The accidental omission to send a notice to any member shall not invalidate the Meeting.
A Member who is in arrears with any amount due to the Club shall not be entitled to attend or vote at any General Meeting.

16. ANNUAL GENERAL MEETING

The Annual General Meeting of the Club shall be held at such place and date and at such time as the Committee may determine, provided that it must be held not later than 15 April of each year;
A notice of the day, hour and business of the Annual General Meeting shall be published in the Club’s newsletter and shall be posted on the Club’s notice board. A notice of the day, hour and business of the Annual General Meeting posted on the Club’s notice board for at least 21 (Twenty-one) days before the meeting, shall, however, be deemed to be sufficient notification of the meeting to all members.
If a Member wishes to propose a resolution for adoption at the Annual General Meeting or requires any specific competent matter to be placed on the agenda thereof, it shall give written notice thereof to the General Manager not less than fourteen days before the date of the meeting.
Not less than seven days before the date of the Annual General Meeting, the General Manager shall dispatch to the members:-
1. the agenda for the meeting;
2. a copy of the report of the Committee on the affairs of the Club for the period preceding the meeting;
3. a copy of the audited financial statements of the Club for its immediately preceding budget year;
4. notice of any resolution which has been proposed for adoption thereat and/or of any specific matter which has been proposed for consideration thereat.

17. REPRESENTATION AT ANNUAL GENERAL MEETING

Only Ordinary Full members, Life members, Honorary members, Transition members, Senior members and Master members shall be entitled to vote at General Meetings, being Annual General Meetings.

18. BUSINESS TO BE TRANSACTED AT THE ANNUAL GENERAL MEETING

The business to be transacted at the Annual General Meeting shall consist of:-

confirmation of the minutes of the immediately preceding Annual General Meeting and any other General Meeting that may have been held subsequent to that meeting;
considering and, if approved, adopting the report of the President concerning the affairs of the Club in respect of the period succeeding its immediately preceding Annual General Meeting;
considering and, if approved, adopting the audited annual financial statements of the Club for its immediately preceding financial year;
considering and voting on any resolution of which due notice has been given.

19. PROCEDURE AND VOTING AT ANNUAL GENERAL MEETINGS

The President, or in his absence the captain, shall preside as chairperson at Annual General Meetings. In the absence of both of these persons, the authorised representatives of the Members present and entitled to vote shall appoint a chairman for the meeting.
A quorum at Annual General Meetings will consist of at least 20 members eligible to vote and personally present. If a quorum is not present within 30 minutes after the duly appointed and notified time for the commencement of the meeting, the chairman shall adjourn the meeting for a further 15 minutes and reconvene the Annual General Meeting at the same place and the persons present at the reconvened meeting shall then constitute a quorum.
No resolution or specific matter of which notice has not been given in terms of Clause 24 shall be discussed at the Annual General Meeting, provided that it shall be competent for the chairman, in his discretion, to allow any amendment to clarify the wording of any resolution to be moved, notwithstanding that no notice has been given of the intention to move such amendment.
the General Manager shall take minutes of the proceedings of all Annual General Meetings and shall ensure that copies are provided to Members as soon as practicable after each Annual General Meeting.
Each person present and entitled to vote at the Annual General Meeting shall be entitled to one vote. The chairman shall have a casting vote in addition to his deliberative vote.
Save as is otherwise provided for in this Constitution, all resolutions properly brought before an Annual General Meeting shall be valid and effectual if passed by a simple majority of persons present and voting
Voting at an Annual General Meeting shall take place by show of hands unless a poll is demanded by a majority of the persons present and entitled to vote.
Save as is otherwise provided for in this Constitution, the proceedings at Annual General Meetings shall be conducted in such manner as the chairman may determine.

20. SPECIAL GENERAL MEETINGS

The Committee may at any time convene a Special General Meeting of the Club. It shall also be obliged do so upon receipt by the General Manager of a requisition in writing to that effect signed by not less than twenty Members with voting rights, setting forth the purpose of the proposed meeting.
The General Manager shall give thirty days written notice to all Members advising them of the date, time and place of such meeting and the purpose/s for which it is meeting has been convened. A notice of the day, hour and business of the Special General Meeting shall be published in the Club’s newsletter and shall be posted on the Club’s notice board. A notice of the day, hour and business of the Special General Meeting posted on the Club’s notice board for at least 30 (thirty) days before the meeting, shall, however, be deemed to be sufficient notification of the meeting to all members.
No business shall be discussed at a Special General Meeting other than that for which it was convened.
The provisions of Clause 19 shall apply, mutatis mutandis, provided that if no quorum is present within 15 minutes of the advertised time for a Special General Meeting, such meeting shall be deemed to be dissolved and abandoned.

21. NOTICES AND ADDRESSES

Every member shall in writing notify the Club of an address to which the Club may send notices to him/her. Such address shall remain valid until the member notifies the Club of a new address, in writing.
Such address should preferably include an email address, in which event the Club shall be entitled to send notices and communications to the member to such email address only, as opposed to utilising the post.
Notifications sent to members by email shall be deemed to have been received at the time and on the date of being sent.
Notices sent to members by post shall be sent by ordinary post and shall be deemed to have been received 3 (three) days after posting.
The address particulars that an applicant for membership supplies in his/her application for membership be deemed to be his/her address as referred to in clause 1 Every member shall in writing notify the Club of an email or postal address to which the Club may send notices to him/her.
Notices posted to the last notified address or email address of any person entitled to receive them shall be deemed to have been validly given.

22. DISCIPLINE

Should any member, in the opinion of the Committee, commit any willful breach of the Constitution, rules, regulations, or byelaws of the Club, or be guilty of improper, dishonest, unsportsmanlike, or unseemly conduct, or of conduct which is prejudicial to the interests and values of the Club, whether within the Club’s precincts or outside them, the Committee shall have the power:

to expel such member; or
to deprive such member of all or any rights and advantages of his or her membership during such time or period as the Committee in its absolute discretion may deem fit and advisable; or
to call upon such member in writing through the President of the Club to resign and if he or she fails to resign within 7 (seven) days of the date of such request, to expel such member; or
to reprimand such member.
No member shall be expelled or disciplined unless and until the Committee shall have given him or her an opportunity to appear before the Committee, or a disciplinary subcommittee appointed by the Committee, at such time and place as the committee in its discretion may deem fit, to explain his or her alleged conduct.
At any such hearing:
the Committee/disciplinary subcommittee shall determine the procedure to be adopted;
the Committee/disciplinary subcommittee shall have the power to request any member or any other person to appear before it to testify;
the member who has been called to discipline shall have the right to question any witnesses and shall have the right to tender evidence, including the evidence of any member or any other person he or she deems fit.
No member shall be expelled from the Club unless sanctioned by a meeting of the Committee at which at least 5 (five) members of the Committee are present and vote in favour thereof by majority decision.
It shall not be incumbent upon the Committee to state its reason(s) for any discipline exercised, including expulsion from the Club. The decision of the Committee shall be final, and no member shall have any cause of action in a court of law for alleged wrongful disciplinary action or wrongful expulsion or refund of entrance fee, levies or annual subscription paid.

23. COMPLAINTS

All complaints or suggestions shall be made in writing to the General Manager of the Club, who shall submit them to the Committee. The decision of the Committee addressing such complaint(s) or suggestion(s) shall be final.

24. AMENDMENT AND INTERPRETATION OF THE CONSTITUTION

No person shall be absolved from the provisions of the Constitution, or any bye law, rule or ruling on the plea of ignorance or not having received a copy thereof or part thereof.
The Constitution of the Club may not be altered, amended, or added to except at a General Meeting of the Club.
Any proposed alteration, amendment or addition shall be open for inspection at the Club’s clubhouse to all members for a period of 7 (seven) days prior to such meeting.
The notice calling such meeting need not specify the proposed alteration,
amendment or addition but shall specify the period during which such proposed alteration, amendment or addition shall be open for inspection.
No resolution amending this Constitution shall be passed unless adopted by not less than two-thirds of the votes cast by the members present at the relevant General Meeting.
In case of doubt as to the meaning or interpretation of this Constitution, or any rule byelaw or rule made by the Committee, the Committee shall be the final arbiter and its decision shall be final and binding upon the members.

25. DISSOLUTION AND LIQUIDATION

The Club may be dissolved by a resolution passed at any special meeting called for that purpose provided that such resolution is passed by a majority of two-thirds and further, that such resolution is confirmed at a Special General Meeting held not less than 1 (One) month thereafter by the majority of members entitled to vote thereon.
On the liquidation of the Club, any surplus remaining after payment of the Club’s liabilities, including the expense of the liquidation, shall be divided between that last Full, Life, Transition, Senior, Weekday, and Lady members with 20 years unbroken membership who are in good standing.
The surplus will be divided, at the date of liquidation in proportion to their period of membership.

26. STANDING ORDERS

A Standing Order manual shall be kept by the General Manager or whomsoever the Committee may decide which shall record all pertinent minutes/rules affecting the current administration of the Club as well as register of all assets owned by the Club, these to be recorded in the manual and audited annually;
This manual shall be tabled at each Committee meeting for update and shall be accessible to all members.

27. COMMENCEMENT OF THIS CONSTITUTION

This Constitution shall come into effect on adoption and the previously existing Constitution shall then stand repealed, if anything done under the previously existing Constitution shall be presumed to have been done in terms of the corresponding provision of this Constitution.

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