Constitution of the BMW Car Club Gauteng

APPROVED AT AN ANNUAL GENERAL MEETING OF THE BMW CAR CLUB GAUTENG

ARTICLE I – NAME, OBJECTIVES, POLICY

1.NAME

The name of the Club shall be “BMW Car Club Gauteng” (hereinafter called the Club), or any derivatives or translations thereof.

2.OBJECTIVES

The objectives of the Club are to :-

2.1. Promote and further interest in BMW and BMW-engined vehicles.

2.2. Hold social meetings, events and outings, and co-promote events with other clubs, at the discretion of the Committee.

2.3. Maintain a Register of Members.

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

2.5. Circulate a regular newsletter or magazine, giving news of the Club, its Members, BMW products, and other items of interest and assistance.

2.6. Promote cultural and social responsibility activities.

3.POLICY

3.1. The Club is controlled and run by the Committee on behalf of the paid-up Members of the Club.

3.2. The Club is an independent non-profit organisation and shall not fall under the control of, or be dependent upon BMW SA, BMW AG, the International Council of BMW Clubs, BMW Clubs Africa, or any BMW Dealer.

3.3. The Club may be a member of BMW Clubs Africa (which is a member of the International Council of BMW Clubs) and may become affiliated to, or a member of, organisations with similar objectives, such as SAMCA, but shall not fall under the control of any such organisation.

ARTICLE II – ORGANISATION, COMMITTEE, GENERAL MEETINGS OF MEMBERS

1.ORGANISATION

1.1. The Club shall be based in the Gauteng area, and controlled and run by the Committee.

1.2. Membership shall be available to persons who own or drive a BMW product, and to all other persons interested in BMW products.

1.3. Annual membership shall run from 1 February to 31 January of the following year. Fees for the following year will be due on 1 January, but new Members (paying a full subscription) who join after 1 October will receive full membership to the end of the January of the following year.

2.COMMITTEE

2.1. The Club shall be directed and its business conducted by the Committee.

2.2. The Committee shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer, who are the office-bearers of the Club, and not more than eight ordinary Members holding portfolios which shall include the Registers of the Club.

2.3. The Committee shall meet at least 10 times each year in the Gauteng area. Four Members present shall represent a quorum. Any Member of the Committee who does not attend two consecutive meetings will be deemed to have resigned, unless a satisfactory explanation has been received by the Chairman. If the explanation is not satisfactory, written notice thereof shall be given to the Member.

2.4. Any resolution or business requiring a vote shall be passed by a simple majority of Members present, by a show of hands. In the event of a tie in the voting, the Chairman shall be entitled to a casting vote, in addition to his ordinary vote.

2.5. Nominations for the Committee shall be handed to the Chairman in writing at the Annual General Meeting. All such nominations shall include the names of both the Nominator and the Nominee, and must include the written consent of the Nominee to stand for election. All nominated persons shall have been paid-up Members in good standing for at least six months prior to the date of the Annual General Meeting.

2.6. The Committee for the coming year shall be the nominated persons. If more than twelve nominations are received, the Committee shall be elected by a vote by a show of hands of the paid-up Members present at the Annual General Meeting. The twelve nominees receiving the highest number of votes shall be the Committee for the coming year.

2.7. The Committee so elected shall then elect the Chairman from their Members, for a two-year term of office, and shall elect a Vice-Chairman, Secretary and Treasurer, and two Representatives to serve on the committee of BMW Clubs Africa.

2.8. The Committee shall serve from one Annual General Meeting to the next, with the exception of the Chairman who shall serve a two-year term of office.

3.ANNUAL GENERAL MEETING

3.1. The Annual General Meeting shall be held annually in Gauteng, during the 1^st Quarter of the year. Only paid-up Members in good standing shall be entitled to attend. Observers shall be entitled to attend, but not vote or speak. The Members present shall represent a quorum.

3.2. Twenty-one days’ notice of the time and place of the Meeting shall be given to the Members by the Committee, together with the Agenda of the Meeting. All items which Members wish to have discussed under ‘General’ on the Agenda, shall be notified to the Chairman in writing, at least seven days before the Meeting.

3.3. Any resolution or business requiring a vote shall be passed by a simple majority of Members present, by a show of hands.

4.SPECIAL GENERAL MEETING

4.1. A Special General Meeting shall be called by the Committee, on receipt of a written application, signed by no less than one-fifth of the paid-up Members in good standing as at the date of receipt of the application, or by resolution of the Committee.

4.2. Notice, voting and quorum shall be as in Sections 3 above.

ARTICLE III – POWER, RULES AND DUTIES OF OFFICE BEARERS

1.COMMITTEE

1.1. The Committee shall control and run the Club on behalf of the Members. Between Annual General Meetings, all actions necessary to carry on the business of the Club shall be taken and all business transacted by the Committee.

1.2. The Committee shall have the power to refuse any application for membership, without disclosing its reasons, and to suspend or expel any Member whose conduct it deems to be prejudicial to the interests of the Club or its Members, failing a satisfactory explanation being given to the Committee.

1.3. The Committee shall determine the joining fees and subscriptions to be paid by Members annually.

1.4. The Committee shall have the power to co-opt additional Members to serve on the Committee. Any co-opted Members shall serve until the next Annual General Meeting.

1.5. The Committee shall have the power to appoint ex-officio a Patron of the Club. Such appointment shall be for the period from one Annual General Meeting to the next, and shall be ratified by a vote at the Annual General Meeting.

1.6. The Committee shall have the power to form sub-committees, which shall be chaired by a Member of the Committee, or organise Registers and otherwise assist the Committee to carry out their duties.

2.CHAIRMAN

2.1. The Chairman shall chair General Meetings and Committee Meetings.

2.2. The Chairman shall represent the Club as required and shall communicate with BMW Clubs Africa, BMW SA, BMW AG, the International Council of BMW Clubs and other organisations.

2.3. The Chairman shall act on behalf of the Committee in emergencies, advising them as soon as possible thereafter.

3.VICE-CHAIRMAN

3.1. The Vice-Chairman shall assist the Chairman with the running of the Club, paying particular attention to administrative matters, and shall act for and on behalf of the Chairman in his absence.

3.2. In the event of the Chairman vacating office for any reason, the Vice-Chairman shall become Chairman until the end of the current term of office of the Chairman.

4.SECRETARY

4.1. The Secretary shall take Minutes of all Meetings of the Committee and of General Meetings, and keep a Minute Book with the record of all Minutes.

4.2. The Secretary shall run the office and deal with all day to day correspondence and all matters incidental to the running of the Club.

4.3. The Secretary shall keep the records of the Club, including a Register of Members.

5.TREASURER

5.1. The Treasurer shall have charge of and maintain proper accounts of the funds of the Club, which shall be deposited in the name of the Club, at a bank approved by the Committee.

5.2. The Treasurer shall make all payments necessary for the operation of the Club, upon signature as required in Article IV, Section 2.

5.3. The Treasurer shall collect and bank any monies due to the Club on a regular basis, after recording in the books of the Club.

5.4. The Treasurer shall report to the Committee on the state of the finances of the Club on a regular basis. Approval by the Committee of the financial report shall signify approval of all income and expenditure therein.

5.5. The Treasurer shall present an Annual Financial Statement to the Annual General Meeting.

ARTICLE IV – ADMINISTRATION, FINANCE, SIGNATORIES, WINDING UP, AMENDMENTS

1.ADMINISTRATION AND FINANCE

1.1. The Club is not for profit and all income and property of the Club shall be applied solely towards the objectives. No portion thereof shall be paid or transferred directly by way of dividends or bonus or otherwise to any persons, provided that nothing herein shall prevent the payment in good faith of remuneration to any person in return for services rendered to the Club.

1.2. Immovable property and other vestments and assets of the Club wherever situated shall vest in and be registered in the name of the Club.

1.3. The funds of the Club will be applied within the Republic of South Africa and funds received from the RSA will only be applied in this area.

2.SIGNATORIES

2.1. The signatories of the Club shall be the Chairman, Vice-Chairman, Secretary and Treasurer. The signatures of any two of the above for the time being duly authorised thereto by a Resolution of the Committee shall be required for the signing of formal and legal documents on behalf of the Club, particularly documents relating to the purchase, mortgaging or sale of immovable property or any other significant asset of the Club or involvement in any matter which is not regarded as necessary for the normal operation of the Club.

2.2. The Committee shall appoint a reasonable number of persons who may sign documents on their behalf. Two signatures are required on cheques, banking accounts and savings accounts. Their appointment shall be formally approved and minuted at a meeting of the Committee.

2.3. These persons shall conduct all business in a manner that is in keeping with the Policy and Objectives of the Club being duly aware of their responsibility. These persons are empowered to sign all legal documents; to accept gifts, donations or any other assets on behalf of the Club; if required, represent in legal action; convey transfer of assets other than immovable property by purchase, exchange, donation or sale; invest, hire or borrow; open banking and saving accounts; and carry out any other business necessary for normal day to day operation.

3.WINDING UP

If, upon winding up or dissolution of the Club, there remain, after the satisfaction of all its debts and liabilities, any assets whatsoever, the same shall not be paid to or distributed among the Members but shall be given or transferred to some other organisation having objectives similar to the objectives of the Club. The beneficiary shall be determined by the Members in General Meeting at or before the winding up or dissolution.

4.AMENDMENTS TO CONSTITUTION

Amendments to this Constitution shall only be made by the Members in General Meeting. Notice as required in Article II, Sections 3 and 4, shall be given and any amendment shall require a two-thirds majority of the Members present, by a show of hands.