Malmesbury Squash Club Constitution

The name of the Club is the Malmesbury Squash Club (hereinafter referred to as "the Club").

The objectives of the Club are: • 2.1 To manage, operate and control the squash courts as erected by the Municipality of Malmesbury. • 2.2 The promotion of the game of squash for the benefit and advancement of the community of Malmesbury.

• 3.1 The Club shall be a body with legal personality, distinct from its members, and shall be the owner of all its assets and be competent to institute and defend legal proceedings in its own name. • 3.2 The financial obligations of members shall be limited to membership fees payable in terms of the provisions of this Constitution.

The Club shall have all such powers as are necessary to carry out its objectives and in particular, but without limiting the generality of the foregoing powers, the Club shall be competent: • 4.1 To sell, let, insure, manage, alienate, change, work, develop, improve or use its assets and property in any other manner; • 4.2 To provide such security as it may deem necessary; • 4.3 To invest funds in any manner; • 4.4 To open and operate bank accounts and to overdraft such accounts; • 4.5 To remunerate any person or persons in cash or otherwise for services rendered to the Club; • 4.6 To draw, create, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, powers of attorney, debentures and other negotiable or transferable instruments; • 4.7 To do such things and perform such acts as are reasonably necessary and desirable for the promotion and execution of the objectives of the Club.

The Club shall be managed, operated and controlled by a Board appointed in terms of Clause 10.1.7 and Clause 11 hereof.

The Club shall have the following members: • 6.1 Founder Members – The persons as per Annexure A are the members who obtained membership at the founding of the Club and have, except for the rights as set out in Clause 8.5, the same rights as ordinary members. • 6.2 Ordinary Members – Individual members who pay the full annual membership fee and with rights and obligations as set out in this Constitution and the House Rules. • 6.3 Family Members – Two or more members of one household who pay membership fees at a lower rate than ordinary members, with the same rights and obligations as ordinary members. • 6.4 Housewives – Individual members who pay membership fees at a lower rate than ordinary members, with rights and obligations as set out in this Constitution and House Rules. • 6.5 Scholars – Individual scholars from any school within the community area of Malmesbury who pay membership fees at a lower rate than ordinary members, with rights and obligations as set out in this Constitution and the House Rules. • 6.6 Students – Individual bona fide students at any post-school training institution who pay membership fees at a lower rate, with rights and obligations as set out in this Constitution and the House Rules.

7.1 Application for Membership – Applications for membership shall be made on a form as prescribed by the Board and are subject to the approval of the Board, which may reject an application only if it does not comply with any provision of this Constitution. 7.2 Termination of Membership – Membership shall be terminated: • 7.2.1 when a member resigns in writing; or • 7.2.2 when a member dies; or • 7.2.3 when a member ceases to comply with the conditions of membership; or • 7.2.4 when a member engages in such conduct or behaviour as is, in the sole discretion of the Board, detrimental to the good name and interests of the Club, in which case written notice of termination of membership shall be served on such member by the Secretary; or • 7.2.5 when a member fails to pay his or her membership fees within two months of the date on which they became payable.

8.1 Membership fees shall be determined annually by means of a members' resolution at the Annual General Meeting, having regard to the provisions of Clause 6, and are payable on application for membership or by existing members within three months of the start of a financial year. 8.2 An affiliation fee (over and above membership fees) as determined at the Annual General Meeting is payable on joining as a member or family member and lapses 3 months after membership fees are payable as determined by the Annual General Meeting annually. On re-joining after termination of membership, the affiliation fee is payable again. 8.3 A deposit as determined at the Annual General Meeting, per key or item to obtain access to the courts, is payable on first issue of a key or item and is refundable if a member resigns. In the event of loss of a key or item, a new key or item may be obtained from the Club and the cost of replacement thereof shall be payable by the member. 8.4 Founder members as defined in Clause 6.1 – the membership fees paid during the founding of the Club shall apply for the first financial year in which the squash courts were taken into use.

The signed application for membership by a prospective member shall be deemed to be an express acknowledgment by such prospective member that he or she is bound by the Constitution and House Rules in existence or that may hereafter be promulgated, and that he or she accepts the decisions of the Board in all cases; and no member shall be exempt from the effect of this provision on the ground that he or she did not receive a copy of the Constitution and/or House Rules of the Club.

Within two months before the end of the financial year of the Club, a meeting of the members of the Club (hereinafter referred to as "the Annual General Meeting") shall be held at such place and at such time and date as the Board may determine, in order to: • 10.1.1 consider and approve the minutes of the previous Annual General Meeting and all subsequent special meetings of members, with or without amendments; and • 10.1.2 receive and consider the report of the Chairperson; and • 10.1.3 receive, consider and resolve upon the financial report of the Treasurer; and • 10.1.4 determine membership fees payable by members in respect of any financial year; and • 10.1.5 appoint an auditor who shall be responsible for the audit of the books of the Club; and • 10.1.6 deal with such other business as the Board may place on the agenda; and • 10.1.7 elect a Board.

Special Meetings of Members: • 10.2.1 may be convened from time to time when the Board deems it necessary; and • 10.2.2 shall be convened upon written request of at least 20 ordinary members of the Club addressed to the Secretary.

The Secretary shall give notice of meetings of members by way of electronic notice to members as stated in such member's application for membership, which notice shall be sent at least 21 days before the date of such meeting. Such notice shall contain the venue, date, time and agenda of such meeting. Written or electronic notice of any matter that a member wishes to table at the Annual General Meeting in respect of business other than that set out in the agenda thereof must reach the Secretary at least 14 days before the date set for such meeting, and the Secretary shall ensure that such notice is sent to members at least 7 days before the date of such Annual General Meeting. A copy of every notice to members as described above shall be posted on the notice board of the Club on the day of sending thereof.

• 10.4.1 The quorum for a meeting of members shall be one-fifth (1/5) of the ordinary members of the Club. • 10.4.2 If a quorum is not present within 15 minutes of the time set for the meeting of members, such meeting shall be adjourned for 30 minutes and if no quorum is present at such adjourned meeting, then the members present shall constitute a quorum.

Each ordinary member (including one member per family member and housewife member) of the Club shall be entitled to cast one vote.

The Secretary shall keep proper and complete minutes of all meetings of members as well as all meetings of the Board. The correctness of the minutes of a meeting of members shall be determined at a subsequent Annual General Meeting, while the correctness of the minutes of a meeting of the Board shall be determined at a subsequent meeting of the Board.

11.1.1 The Board shall consist of: Chairperson, Vice-Chairperson, Secretary, Treasurer, and Three Additional Members. 11.1.2 The Chairperson shall be elected by the members at the Annual General Meeting. 11.1.3 Five board members shall be elected at the Annual General Meeting and portfolios, excluding those of Chairperson and Secretary as set out in 11.1.1, shall be allocated at the first board meeting by means of a vote. 11.1.4 The term of office of board members shall run from the Annual General Meeting at which he or she was elected and shall expire on the date of the next Annual General Meeting.

The Board is entitled: • 11.2.1 to exercise on behalf of the Club the powers set out in Clause 4 above. • 11.2.2 to make, amend and revoke House Rules in order to ensure proper and effective administration and functioning of the Club, provided however that such House Rules shall not conflict with the provisions of this Constitution. Any cheque, bill of exchange, promissory note or other negotiable instrument as well as any document for the withdrawal of any funds of the Club from a bank or building society shall be signed by the Treasurer together with either the Secretary or the Chairperson of the Club.

12.1 The financial year of the Club shall run from 1 January to 31 December of the same year. 12.2 Books and accounts reflecting the financial transactions of the Club shall be kept by the Treasurer under the supervision of the Board. All such books and accounts and the entries therein shall be audited annually and a proper audited income and expenditure account and balance sheet shall be presented at the Annual General Meeting.

13.1 The Constitution may only be amended by a majority vote of two-thirds of members present at the Annual General Meeting or a Special Meeting of members convened for this purpose. 13.2 The proposed amendment to the Constitution shall accompany the notice to all members of the relevant meeting and must be accepted or rejected at such meeting in a form substantially corresponding to the proposed amendment as circulated to members.

14.1 The Club may only be dissolved at a Special Meeting of members as contemplated in Clause 10.2 hereof and notwithstanding anything to the contrary contained herein: • 14.1.1 At least fifty percent (50%) of the ordinary members of the Club must be present at such meeting; and • 14.1.2 At least two-thirds (2/3) of the ordinary members present at the meeting must vote in favour of the dissolution of the Club. • 14.1.3 If it is decided to dissolve the Club, members entitled to vote shall decide by ordinary majority in what manner the funds and assets of the Club shall be dealt with, provided that they may only be applied for the promotion of sport within the municipal area of Malmesbury.

In the event of uncertainty regarding the meaning or interpretation of any of the provisions of this Constitution, the Board shall be the final arbiter and its decisions shall be binding on all members.

In this Constitution a reference to the plural shall include the singular and vice versa, and a reference to the masculine gender shall include the feminine gender.

Amended Constitution approved at Malmesbury on this 18th day of January 2018.