CONSTITUTION OF THE BMW MOTORRAD CLUB EASTERN CAPE

ARTICLE 1:

NAME, OBJECTIVES, POLICY AND NATURE

1. Name

The name of the Club shall be “The BMW Motorrad Club, Eastern Cape” (hereinafter called the Club), or any derivatives or translations of that name.

2. Universitas

The Club shall be a universitas with the right to institute actions in its own name, to defend actions, to own property and with perpetual succession and legal personality apart from its members and generally, with the powers necessary to enable it to achieve its objectives and to do the things envisaged in this constitution.

3. Objectives

The objectives of the Club are to:-

3.1. Promote and further interest in motorcycling on BMW motorcycles.

3.2. Arrange organised rides, social meetings, events and outings and co-promote events with the other clubs, at the discretion of the Committee.

3.3. Enrol and register members.

3.4. Exchange and pool technical knowledge, data and experience.

3.5. Communicate with members either by e-mail and website giving Club news, reports, and information of interest

3.6. Promote cultural and social responsibility activities.

3.7. Promote safe and competent motorcycling skills and rider training.

4. Policy

4.1. The Club is controlled and administered on behalf of its paid-up members by the Committee (herein after called the Committee).

4.2. The Club is an independent, non-profit organization which is not subject to control of, or dependent upon, BMW SA or any of its affiliates, the International Council of BMW Clubs, BMW Clubs Africa or any other body or institution.

4.3. The Club may become a member of BMW Clubs Africa and may become affiliated to a member of organizations with similar objectives, subject thereto that it maintain its independence.

4.4. The Club shall have its headquarters in Port Elizabeth at a place designated by the Committee from time to time, which place shall be regarded as its domicilium citandi et executandi.

ARTICLE 2:

ORGANISATION, COMMITTEE, GENERAL MEETINGS OF MEMBERS, MEMBERSHIP, CODE OF CONDUCT, INDEMNITY

5. Organisation

5.1. The Club year shall run from the 1st of January to the 31st of December each year.

5.2. The membership subscriptions shall become due on the 1st day of each Club year.

5.3. The amount of the joining fee and the subscription will be set by the Committee during the penultimate month of each Club year and the Committee will immediately inform the members of the amount thereof. The Committee will be entitled to set different joining fees and subscriptions for different categories of members.

5.4. Subscriptions are payable in a lump-sum.

5.5. Members resigning from the Club will not be entitled to the repayment of any portion of the subscriptions paid by them.

5.6. A person becomes and remains a member in good standing by paying his or her subscription fee on an annual basis. Membership will automatically lapse if not paid by March 31 of any year.

5.7. Club events may only be attended by members, spouses and partners of members, Club guests by invitation of a member, and potential new members.

6. Committee

6.1. The Club shall be managed and its business conducted by the Committee.

6.2. The Committee shall consist of a Chairperson, Vice-Chairperson, Secretary, Treasurer, and not less than two and not more than five additional members holding portfolios to be determined by the committee.

6.3. The Committee shall meet at least four times a year and two thirds of the committee present in person shall represent a quorum.

6.4. Decisions of the Committee may be arrived at without a Committee meeting and by means of communication between the Chairperson and the members thereof by any appropriate means. Decisions must be ratified at the next sitting of the Committee.

6.5. Unless a satisfactory explanation for his/her absence has been received by the Chairperson, any member of the Committee who does not attend two consecutive meetings will be deemed to have resigned from the Committee. If the explanation is not satisfactory, written notice to that effect shall be given to the member concerned.

6.6. Resolutions of the Committee shall be adopted by a simple majority vote of Committee members present, by a show of hands. In the event of a deadlock in the voting, the Chairperson shall be entitled to a casting vote, in addition to his ordinary vote.

6.7. No change may be brought about to this Constitution except for approval of such a change at a meeting of the members of the Club at the Annual General Meeting or a Special General Meeting.      

6.8. The Chairperson of the Club shall be eligible to serve a term of two consecutive years, whilst the other members of the Committee shall serve for a term of one year and are eligible for re-election while they remain paid-up members.

6.9. The Committee members shall be elected on a basis of a vote at an Annual General Meeting of the Club. Any vacancy which might occur in respect of a Committee member during a year, may be filled by means of the Committee co-opting a member who will serve in that capacity of the remainder of the year in question, alternatively at the discretion of the Committee, by the election of a Committee member at a Special General Meeting held for this purpose.

6.10. Only paid-up members of the Club, in good standing shall be eligible for nomination as members of the Committee.

6.11. Only paid-up members of the Club shall be entitled to vote on any issue.

6.12. The Committee, when elected at the AGM, shall elect a Chairperson from their number (subject to paragraph 6.8), and shall also elect a Vice-Chairperson, Secretary, Treasurer, and one representative to serve on the Committee of BMW Clubs Africa.

7. Membership

7.1. Any owner of a BMW motorcycle or his/her spouse or partner may be a member of the Club.

7.2. The Committee shall have the power to refuse any application for membership without disclosing its reasons for doing so and to suspend or expel any member whose conduct it deems to be in conflict with the Club’s Code of Conduct.

8. Code of Conduct

8.1. Members agree to uphold the aims and objectives of the Club and not engage in improper or offensive conduct that may bring the good name of the Club into disrepute.

8.2. Should the conduct of a member, in the opinion of the Committee, be improper or offensive and in breach of the norms of acceptable behaviour of the Club and of society in general, such member shall be asked to appear before the Committee of the Club. At the Committee’s discretion he/she may be suspended for a period of time or, depending on the offence, may be requested in writing from the Committee, to resign from the Club or have his/her membership terminated.

8.3. The decision of the Committee shall be final and binding.

8.4. Any person shall on ceasing to be a member of the Club, as a result of resignation, suspension or expulsion forfeit all rights and claims upon the Club and shall not be permitted to display or wear any Club badges or insignia or partake in Club activities.

9. Indemnity

9.1. The Club, its agents, employees, members and persons for which it is vicariously liable shall in no way be liable for any claims which may arise from injuries, losses and/or damages (including but not limited to consequential damages) sustained by a Club member or any person on or in the vehicle or any other non-Club member participating in or present at a motorcycling or associated event as arranged by the club.

9.2. The Indemnity shall also extend to any negligent or wrongful acts or omissions carried out by the Club, its agents, employees, members and persons for whom it is vicariously liable in the organisation of a motorcycling or associated events.

9.3. Participation in any motorcycling event or associated event as arranged by the Club, is entirely at the risk of the Club members and other persons participating in or present at the event.

9.4. A Club member, by virtue of being a club member, accepts this indemnity.

9.5. Any non-Club members will expressly be informed before the start of an event that the Club accepts no liability for injuries sustained or losses incurred during the event.

10. Annual General Meeting

10.1. The Annual General Meeting shall be held annually in Port Elizabeth during the months of January or February, at a place designated by the Committee;

10.2. Fifteen days before the date of the meeting, the Committee shall give members notice thereof, and provide them with an agenda;

10.3. Members who wish to raise matters at the meeting shall be obliged to give notice to the Chairperson in writing, at least 7 days before the meeting, of the nature of the matter concerned, and of the proposed resolution, if any, which the member wishes to be adopted by the meeting with regards thereto;

10.4. The members present at an Annual General Meeting shall constitute a quorum for the Annual General Meeting. A simple majority vote of members present and in good standing shall pass any resolution or decision at the Annual General Meeting of the Club.

10.5. A member may raise any matter at the meeting, with the consent of the Chairperson.

11. Special General Meeting

11.1. A Special General Meeting shall be called:

11.1.1. by the Chairperson or Committee on receipt of a written application, signed by not less than one-fifth of the paid-up members in good standing as at the date of receipt of the application, or

11.1.2. by resolution of the Committee.

11.2. The Committee may be entitled to call a Special General Meeting should a resolution to this effect be adopted by it.

11.3. The provisions in respect of notice, voting and quorum applicable to an Annual General Meeting, shall apply to any Special General Meeting.

 

ARTICLE 3:

FINANCES, ADMINISTRATION, SIGNATORIES, DISSOLUTION, AMENDMENTS

12. Finances

12.1. The Club will open one or more banking accounts, at the discretion of the Committee, at a bank and branch selected by the Committee.

12.2. The Committeeshall be entitled, at its discretion, to invest Club funds not reasonably required for the purposes of disbursements in the immediate future, in an interest bearing account, and to transfer funds from that account to any other account held by the Club when those funds are required for the purposes of Club expenditure.

12.3. At each meeting of the Committee, the Treasurer shall report to the Committee with regard to the state of the Club’s finances.

13. Signatories

13.1. Subject to the further provisions of this clause, any documentation which must be executed on behalf of the Club, shall be executed by the Chairperson and by one other member of the Committee. Documentation relating to the purchase, mortgaging, sale or letting of immovable property, any credit agreement, as defined in the Credit Agreements Act or any transaction involving the Club in expenditure of an amount in excess of R 2 500,00 shall only bind the Club :-

13.1.1. In the case of the purchase, mortgaging, sale or letting of immovable property, or the execution of any credit agreement: if the Committee is authorised to enter into the transaction by Resolution adopted at an Annual General meeting or Special General Meeting;

13.1.2. In respect of any of the other transactions referred to in this paragraph, if executed pursuant to a Resolution adopted by the Committee.

14. Dissolution

14.1. Upon dissolution of the Club, and after the discharge of all of its liabilities, any funds standing to its credit shall be donated to the Port Elizabeth Community Chest.

15. Amendments

15.1 Amendments to this Constitution will only be made after approval thereof by the members in an Annual General Meeting or Special General Meeting.

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