Constitution of the BMW Motorrad Club Central
CONSTITUTION (2019) – AMMENDED IN SUPPORT OF SECTION 30A OF THE INCOME TAX ACT. AMMENDED IN SUPPORT OF ALLOWING A 3 YEAR TERM FOR THE CLUB PRESIDENT (2021).
ARTICLE 1 – NAME, OBJECTIVES, POLICY
1.1. The Name of the Club shall be “BMW Motorrad Club Central” (hereinafter called the Club or Club Central) and any derivatives or translations of that name.
The Objectives of the Club are to:
2.1. Promote and further interest in BMW and BMW-engined motorcycles.
2.2. Hold social meetings, events and outings, and co-promote events with other clubs and related organisations.
2.3. Maintain a Register of members.
2.4. Exchange and pool technical knowledge, data and experience in motorcycling and related matters.
2.5. Communicate with members either by way of the printed or electronic media, giving news of the Club, its members, BMW products, and other items of interest and assistance.
2.6. Promote cultural and social responsibility activities including but not limited to the making of donations to charitable causes.
2.7. Promote safe and competent motorcycling skills.
3.1. The Club is controlled and run by the Committee on behalf of the 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 Clubs Africa or any BMW Dealer.
3.3. The Club may be a member of BMW Clubs Africa (which is a member of the BMW Clubs International Council) and may become affiliated to or become a member of organisations with similar objectives but shall not fall under the control of any such organisation.
ARTICLE 2- ORGANISATION, COMMITTEE, GENERAL MEETINGS OF MEMBERS
1.1. The Club shall be based in Gauteng.
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 January to 31 December of each year. Subscription Fees for the following year will be due on 1 January, and first time members joining after 1 October of each year will receive membership to the end of the following year.
1.4. 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 the membership fee for the current year is not paid by the end of March in any year.
1.5. New members will be suitably welcomed into the Club at an appropriate time and issued their membership cards and other Club regalia and documentation, after receipt of the membership fee.
1.6. Members and Visitors participate voluntarily in any Club activity and at own risk.
2.1. The Club shall be directed and its business conducted by the Committee.
2.2. The Committee shall consist of a President, Vice-President, Secretary and Treasurer, who are the office-bearers of the Club, and not less than two and not more than eight ordinary members holding portfolios which shall be determined by the Committee.
2.3. The Committee shall meet at least ten times each year at a venue determined by the Committee. Two-thirds of the Committee present in person shall represent a quorum. Any member of the Committee who does not attend two consecutive meetings without valid reason shall be deemed to have resigned from the Committee.
2.4. Any resolution or business requiring a vote shall be passed by a simple majority of Committee members present by show of hands. In the event of a tie in the voting, the President shall be entitled to a casting vote, in addition to his or her ordinary vote.
2.5. Nominations to the Committee shall be made in writing and signed by the named Proposer, a named Seconder and include the written consent by the Nominee and handed to the Secretary at the Annual General Meeting. Each valid nomination form will be accepted by signature of an office-bearer of the Club before election may take place. Only persons who have been members of the Club in good standing for at least six months before the date of the Annual General Meeting may be nominated.
2.6. The Committee for the coming year shall be the nominated persons. If more nominations than vacancies on the Committee are received, the Committee shall be elected by a ballot of the members present at the Annual General Meeting. The nominees relative to the vacancies receiving the highest number of votes shall be the Committee for the coming year.
2.7. The Committee so elected shall at its first meeting after the Annual General Meeting elect the office-bearers from their members, decide on the portfolios of the ordinary members and shall also appoint a representative and an alternate to serve on the committee of BMW Clubs Africa.
2.8. When elected, the Committee members shall serve a period of two years from election. After the two year period it is required that they are re-elected following the constitutional procedure.
2.9. The President elect shall serve for a maximum of a two-year term in that capacity. After the two year period, this Chairperson may not serve in this capacity for a minimum rest period of three(3) years, but may serve in any other capacity. It is noted that this clause was amended to three years by vote at the AGM 2021 to fall in line with BMW Bikes Clubs Africa.
2.10.The Committee will exercise discipline within the Club. After due consultation, it may remove an ordinary member or a Committee member (including Chair) for conduct unbecoming by using the Committee voting procedure.
2.11 It is noted that going forward from February 2019 within the Club the Chairperson shall become known as the President and the Vice-Chairperson shall become known as the Vice President.
3.ANNUAL GENERAL MEETING
3.1. The Annual General Meeting shall be held annually in Gauteng during the month of February. Only members in good standing shall be entitled to vote and participate in the meeting. Observers and visitors may attend, but not vote or speak. The Club members present shall represent a quorum.
3.2. The Secretary shall give twenty-one days’ notice of the time and place of the meeting to the members providing at the same time the agenda of the meeting. All items which members wish to have discussed under General on the agenda shall be notified to the President in writing at least seven days before the meeting.
3.3. Any resolution or business requiring a vote, other than the election of Committee members 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 President on receipt of a written application, signed by not less than one fifth of the members in good standing as at the date or receipt of the application, or by resolution of the Committee.
4.2. Notice, voting and quorum shall be as in section 3 above.
ARTICLE 3 – POWER, ROLES AND DUTIES OF OFFICE BEARERS
1.1. The Committee shall control and manage 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 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. The Committee may exercise this power only once proper investigation has been conducted and interviews completed.
1.3. The Committee shall annually determine the Joining Fees and Subscriptions (the membership fee) to be paid by members.
1.4. Not with standing clause 2.2 of Article 2, the Committee may co-opt members to the Committee for ad-hoc purposes and decide on the tasks and roles of such members. Co-opted members automatically end their term of office on the completion of the task or at the end of the Club Year.
1.5. The Committee may 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 may form sub-committees under its control and which shall be chaired by a member of the Committee to assist with any task of the Club requiring additional expertise or help.
2.1. The President shall chair General Meetings and Committee Meetings and oversee the proper management of the Club.
2.2. The President or his selected representative(s) shall represent the Club as required and shall maintain links with BMW Clubs Africa, BMW SA, and other organisations contemplated in clause 3.3 Article 1.
2.3. The President may act on behalf of the Committee in urgent situations, advising them as soon as possible thereafter.
3.1. The Vice-President shall assist the President with the running of the Club paying particular attention to administrative matters, and shall act for and on behalf of the President in his absence.
3.2. In the event of the President vacating office for any reason, the Vice-President shall become President until the end of the current term of office of the President.
4.1. The Secretary shall take and distribute minutes of all meetings of the Committee and of General Meetings, and keep a record of all minutes.
4.2. The Secretary shall run the office and deal with all day-to-day correspondence and all related matters incidental to the running of the Club.
4.3. The Secretary shall keep the records of the Club, including a register of members and issue membership cards as appropriate.
4.4. The Secretary shall make all payments necessary for the operation of the Club, upon signature as required in clause 2 Article 4.
4.5. The Secretary shall collect and bank any monies due to the Club on a regular basis, after recording in the books of the Club.
4.6. The Secretary will have under his or her control the assets of the Club.
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 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.
5.3. The Treasurer shall present an Annual Financial Statement to the Annual General Meeting.
5.4. It is noted that we have appointed our Treasurer as the Public Officer.
ARTICLE 4 – ADMINISTRATION, FINANCE, SIGNATORIES, WINDING UP, AMENDMENTS
1.ADMINSTRATION 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 any services rendered to the Club.
1.2. Immovable property and other investments 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.
1.4. The financial statements of the Club will be annually be checked by registered auditors.
2.1. The authorised signatories of the Club shall be appointed by the Committee by way of a resolution in writing to the bank and preferably consist of the President, Vice-President, Secretary and Treasurer.
2.2. The signatures of any two of the authorised signatories shall be required for the signing of banking documents, formal and legal documents on behalf of the Club, documents relating to the purchase, mortgaging or sale of immovable property and any other formal business necessary for normal day to day operation of the Club.
2.3. The Committee shall appoint a reasonable number of persons who may issue notices on their behalf. Their appointment initially shall be formally approved and minuted at a Committee meeting.
2.4. The authorised signatories and those authorised to issue notices 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.
3.1. If upon the 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 objects similar to the objects of the Club or a charity. The beneficiary shall be determined by the members in General Meeting at or before the winding up or dissolution.
As set out in Article 1 Paragraph 2, the principal objective of the Club, is to provide social and recreational amenities or facilities for the members of the club.
In view of the principal objective of the Club and the alignment of the intentions and actions of its office bearers and members to the principal objective, the Club shall comply with Section 30A of the Income Tax Act 58 of 1962 as amended. Specifically –
4.1. The Club shall have at least three unconnected persons, who are not connected persons in relation to each other to accept the fiduciary responsibility of the club and no single person shall directly or indirectly control the decision-making powers relating to the Club;
4.2. The Club’s activities shall be carried on in a non-profit manner
4.3. The Club shall not directly or indirectly distribute any surplus funds to any person other than in terms of paragraph 4.4.
4.4. On dissolution of the Club shall transfer its assets and funds to –
4.4.1. Any other recreational club approved by SARS in terms of Section 30A;
4.4.2. A public benefit organisation contemplated in paragraph (a)(i) of the definition of a ‘public benefit organisation’ in section 30(1) approved in terms of section 30(3) of the Act;
4.4.3. Any institution, board or body which is exempt from tax under the provisions of section 10(1)(c)(A)(i) and which has as its sole or principal object the carrying on of any public benefit activity; or
4.4.4. The government of the Republic in the national, provincial or local sphere, contemplated in section 10(1)(a) of the Act;
4.5. Having regard to what is generally considered reasonable in the sector and in relation to the service rendered, the Club shall not pay any remuneration to any person which is excessive. No remuneration shall be determined as a percentage of any amounts received or accrued to the Club;
4.6. All members of the Club are entitled to annual membership;
4.7. Membership rights or any entitlement in terms thereof may not be sold.
4.8. The Club shall submit to the Commissioner a copy of any amendment to the constitution or other written instrument under which it is established;
4.9. The Club shall not knowingly be party to nor knowingly permit itself to be used as part of any transaction, operation or scheme of which the sole or main purpose is or was the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would have been payable by any person under the Act or any other Act administered by SARS.
4.10. Where any other stipulation in this Constitution may contradict this paragraph, then this paragraph shall apply
5.AMENDMENTS TO CONSTITUTION
5.1. Amendments to this Constitution shall only be made by the members in General Meeting. Notice as required in Article 2 clauses 3 and 4 shall be given and any amendment shall require a two-thirds majority of the members present, by a show of hands.