“Committee”means any committee appointed by Executive Committee.
“Executive Committee”means the group of elected members on an AGM, whom will manage and control the Club.
“Good Standing”means a member whose fees are paid up to date and has no outstanding disciplinary actions against him/her.
“Logo”means the badge and colours as depictedsupra.
“Member”means any paid-up person who belongs to the Club under the following categories:
Ordinary Memberwould be a person, joining the club but will not include family or pillions and will have one vote.
Family Member would be any person joining the club, including his/her spouse and each one will have one vote with a maximum of two votes.
Country Memberwould be any person living outside of a radius of 100 km from Windhoek Central Post Office – Independence Avenue Windhoek and will have one vote.
Country Family Member would be any person living outside of a radius of 100 km from Windhoek, who includes his/her spouse and each one will have one vote with a maximum of two votes.
“Misconduct” means any action or deed to the detriment of any other person and/or the good name of the Club.
CLAUSE 1–ESTABLISHMENT OF THE BMW MOTORCYCLE CLUB NAMIBIA
1.1 The Club was founded on 18 October 2010.
1.2 The Constitution or any part thereof as contained herein shall not be added to or amended, save by a resolution, adopted by a majority of 75% of persons entitled to vote and present at an Annual General Meeting or a Special General Meeting called for that purpose.
1.3 The Club shall be open to membership of all persons, riding or owning a BMW motor cycle and nobody shall be discriminated against on the ground of race, colour, creed, gender or religion, providing that such person meets the requirements as set out in the Constitution and By-Laws of the Club.
1.4 The Club may affiliate to any National Sports Body in Namibia, BMW Clubs Africa or any other organization if required by the members.
1.5 Until such time that the Club establishes apermanent premises, the address of the Club will be as determined by the Executive Committee.All correspondence must be addressed to the Chairman, BMW Motorcycle Club Namibia.
1.6 The official notice board of the Club will be the website as approved by the Executive Committee.
CLAUSE 2 – OBJECTIVES OF CLUB
2.1To promote and organise social events for the participation of Club members. Such social eventsmayinclude organised rides, technical talks, safety talks, safe riding training or any other events that the Committee deems fit.
2.3To hold talks, lectures, debates and discussions on any ventures of interest pertaining to motorcycling.
2.4To co-operate, by affiliation or otherwise, with all or any bodies, institutions or clubs directly or indirectly concerned with motorcycling in any of its phases.
2.5To hold motorcycling events in which the Club members participate and to award prizes or tokens of recognition that the organising Committee deems appropriate.
2.6In general, to combine all such activities to further the above objectives, as the Committee may deem fit.
2.7Generate income for the club.
CODE OF CONDUCT
2.8Any person allowed as a member of the Club ipso facto agrees to and shall be bound by the Constitution, By-Laws, regulations, rules and codes in force, or any other of the above that may be promulgated and/or amended from time to time.
2.9Members must be loyal and respectful toward each other and the Club.
2.10Members must adhere to and live up to the objectives of the Club.
2.11Members must receive each other and/or guests cordially and must assure that their actions/behaviour are not inconvenient to other members or guests.
2.12Criticism must be constructive.
2.13No misconduct will be tolerated from any members or their guests.
CLAUSE 3 – MEMBERSHIP TO THE CLUB
3.1Application for membership shall be sent to the Secretary of the Club on the Executive Committee approved application form.Application for membership shall be accompanied by the signed Executive Committee approved Indemnity form and recommendation of an already existing member of the Club as well as the prescribed signed Indemnity form.
3.2The applicant shall be informed when the application is received.
3.3On disapproval of an application, The Executive Committee will inform the applicant and if so required, will submit reasons.
3.3.1A person whose membership application is rejected may apply for reconsideration of membership after a period of six months from the date informed by the Executive Committee of the rejection for membership.
3.4The Executive Committee shall keep a register, indicating amongst others the date of joining of all members of the Club.
3.5Application fees and annual membership fees must be paid in advance upon application for membership to the Club.
3.6 Only the Executive Committee has the authority to take disciplinary actions.
3.7 Disciplinary actions may be taken by the Executive Committee for:
3.7.1 Breach of Code of Conduct of the Club.
3.7.2 Breach of confidentiality on club affairs.
3.7.3 Failing to pay membership fees.
3.8 Upon receiving any complaint against a member he/she will be requested to submit a written explanation or to appear before the Executive Committee where the member will have the opportunity to state his/her case on allegations made.
3.9 The Executive Committee shall have the authority to accept or decline the explanation by an accused member upon which they might:
3.9.1 Acquit such member on allegations made against the member.
3.9.2 Issue a written warning, which would be valid for three months.
3.9.3 Suspend such member from Club activities for a period as determined by the Executive Committee.
3.9.4 Terminating membership of such member to the Club.
3.10 Upon conviction an accused member may submit an appeal in writing within seven days from the date that a sentence was delivered, upon which an Appeal Body, existing out of the Chairperson of the Executive Committee and two long standing members,whom does not serve on the Executive Committee or other Committees of the Club,will address such appeal on the minutes of the Executive Committee meeting where the decision was taken and the written appeal of the member.
3.11 If the Appeal Body agrees with the decision of the Executive Committee, their decision will be communicated with the member who appealed.
3.12 If the Appeal Body does not agree with the decision of the Executive Committee, they could revoke such sentence and issue a sentence, as they deem fit and proper.
3.13 Any decision taken by the Executive Committee as set out in Clause 3.9, and upon appeal by the member is supported by the Appeal Body – Clause 3.11 or an amended verdict and or sentence by the Appeal Body – Clause 3.12; shall be final and all other members shall be informed of such decision taken by the Executive Committee or Appeal Body.
TERMINATION OF MEMBERSHIP
3.14 A member can resign from the club by giving notice in writing to the Secretary of the Club.
3.15 Membership can be terminated by the Executive Committee as set out in Clause 3.9.4supra.
3.16 Upon failing to settle membership fees as stated inClause 11.2.5
3.17 Where membership is terminated due to disciplinary actions, such person may reapply for membership after a period of two years from the date that the decision was communicated to such person.
CLAUSE 4 – JURISDICTION
4.1The Clubis a distinct and separate legal entity, having perpetual succession as a juristic person, with the power to:
4.1.1 Acquire, to hold and to alienate property of every description whatsoever.
4.1.2 Act and be acted against in its own name, including suing and defending any action instituted by it or instituted against it.
4.1.3 Affiliate with other motor sport bodies, organisations, clubs, associations, federations or unions.
4.1.4 Upon such terms and conditions as the Club may deem fit, purchase, sell, hire, let or otherwise acquire or dispose of, or deal with any property, movable or immovable, which may be required for the purposes of, or be capable of being used in connection with any of the objects of the Club, including, without limiting, the objects and powers of the Club.
4.1.5 The erection, maintenance, improvement or alteration of any building, stands or structures.
4.1.6 The charging of admission to the grounds of the Club, the determination of admission prices, and the making of regulations in connection with admission by the public, participants and others.
4.1.7 Subject to the provisions of Clause 4.1.4 above, to invest and deal with any monies of the Club not immediately required for carrying on the business of the Club, upon such securities and in such manner as may from time to time be determined by the Club, and to realise, vary, reinvest or otherwise deal with such securities.
4.1.8 To borrow, raise and secure the payment of money in such manner as the Club may deem fit, and to pledge, mortgage or otherwise secure, for the repayment of such monies, all or any of the property and assets of the Club.
CLAUSE 5 – FUNCTIONS AND POWERS OF THE EXECUTIVE COMMITTEE
5.1The management and control of affairs of the Club shall vest in the Executive Committeewhich shall have full power and authority to act in the best interest of the Club and shall have the powers and authority required to achieve the objects of the Club.
5.2Without in any way limiting such powers and authority, the Executive Committee shall have the following further special powers to:
5.2.1 Admit new members to the Club.
5.2.2 Determine probation periods for new members if deemed necessary.
5.2.3 Determine entering and yearly membership fees.
5.2.4 Formulate policies governing the activities of the Club.
5.2.5 Take disciplinary actions against members.
5.2.6 Consider and approve By-Laws, rules and codesor any amendments thereto in accordance with the rules and regulations of the Club.
5.2.7 Appoint committees to deal with specific issues and/or functions delegated to such committee.Such committees would be accountable to the Executive Committee and would be under the same obligations as set out for the Executive Committee by this Constitution.
5.2.8 Appoint any person to represent the Club at any forum, committee, meeting, or institution as deemed necessary.Such appointed person must report in writing to the Executive Committee within ten days after such representation of the Club.
5.3 Only the Chairperson or a person specifically appointed by the Executive Committee, who in any case first has to liaise with the Chairperson, will be entitled to liaise/address with the media and / or any other institution on Club affairs.
5.4 Only the Chairperson, Vice-Chairperson or a member specifically appointed for a specific task and who first has to liaise with the Chairperson, is authorised to sign any correspondence to any institution or person
5.5 Evaluate the financial affairs of the Club at each meeting and compile a budget as deemed necessary to meet the obligations of the Club.
5.6 Cause the Club’s books of account to be compiled bya registered accountant.
5.7 Borrow or raise money for the purpose of the attainment of any of the Club’s objects, and to apply any of the Club’s funds or income in the repayment thereof,providing that such decisions first be permitted by members on a General Meeting.
5.8 Purchase, hire, take on lease or in exchange or otherwise acquire any movable or immovable property or rights and to sell, dispose of, turn to account or otherwise deal with all or any of the movable or immovable property or rights of the Club,providing that such decisions first be permitted by members on a General Meeting.
5.9 Apply to the appropriate authority for the grant of any license for the sale of liquor, which the Club may require for the purposes of carrying on its business, and to apply to any other appropriate authority for the grant of any other license for which it may be decided to apply in connection with the Club’s business.
5.10 Institute, conduct, defend, oppose, settle, or abandon any legal proceedings by and against the Club, or its officials or otherwise concerning the affairs of the Club; and also to settle and allow time for payment in satisfaction of any debts due, and of any claims or demands by or against the Club.
5.11 The Chairperson in conjunction with any other Executive Committee members will have the authority to approve extra ordinary expenses up to N$1 000-00, in the interest and/or behalf of the Club, providing that such expenses could be justified.
CLAUSE 6 – STRUCTURE OF EXECUTIVE COMMITTEE
6.1The Executive Committee shall consist of:
6.1.2The Vice Chairperson;
6.1.4 The Secretary;
6.1.5 The Organizer;
6.1.6 Two additional members;
6.1.7Persons appointed as Co-opted members.
TERMS AND CONDITIONS OF OFFICE OF EXECUTIVE COMMITTEE MEMBERS
The representatives on the Executive Committee shall be elected at the AGM of the Club for a term of two years, except for the Co-opted persons who will be appointed by the Executive Committee and whom shall have no voting rights.
6.2 The elected members at the AGM, will choose a Chairperson amongst them and they will decide which position will be filled by which elected member.
6.3 If the position of the Chairperson becomes vacant, the Vice Chairperson will take up the position until the first AGM.
6.4 Any representative of the Executive Committee or any Committee appointed by the Executive Committee shall cease to be a member if he/she fails to attend three consecutive meetings without a reasonable excuse for his/her absence.
6.5 Any member of the Executive Committee who would like to resign must give such notice in writing.
6.6 If a vacancy occurs on the Executive Committee, the Executive Committee shall give the runner up candidate on the AGM election for Executive Committee the opportunity to be appointed in the vacancy if such person is available.In not available and if they deem it necessary, they may co-opt a new representative for that specific vacancy, who will have full voting powers until the first AGM.
6.7 If required, a member of the Executive Committee may be removed from his/her position by a 75% majority vote on a Special General Meeting called for such request of removal.
6.8 The Executive Committee may be removed from office by a 75% majority vote on a Special General Meeting called for such request of removal.
CLAUSE 7 – MEETINGS AND DECISIONS OF EXECUTIVE COMMITTEE
7.1The Chairperson, or in his absence, the Vice-Chairperson will chair this meeting which will be held as determined by the Chairperson.
7.2The quorum for a meeting of the Executive Committee shall be 50% plus 1 of the members of the Executive Committee, excluding the Co-opted members.
7.3Any decision by the Executive Committee shall be by majority vote by show of hands of the persons entitled to vote and present at the meeting, excluding the Co-opted members.
7.4Each person entitled to be present and to vote shall have one vote. The Chairperson shall, in the event that the vote is tied, have a casting vote additional to his deliberative vote.
7.5Voting by proxy are permitted, providing that such proxy is in writing.
7.6The Chairperson shall cause minutes to be kept of the names of the members of the Executive Committee present at any meeting together with minutes of all resolutions and all proceedings taken at such meeting.Any such minutes or an extract there from, signed by the Chairman, shall beprima facieevidence of the matters therein stated.All correspondence, minutes of meetings must be kept on file by the Secretary of the Club.
7.7A resolution in writing, which all the representatives of the Executive Committee sign, shall be as valid and effective as if passed at a meeting of the Executive Committee. Any such resolution may consist out of several documents in the same form, each of which is signed by one or more of the members of the Executive Committee and shall be deemed, unless the contrary appears from the resolution, to have been passed on the date it was signed by the last representative of the Executive Committee entitled to sign it.
CLAUSE 8 – ANNUAL GENERAL MEETING
8.1An Annual General Meeting (hereinafter referred to as “AGM”) shall be held each year withinsixty daysafter ending of the financial year on a date as determined by the Executive Committee and will be open for all members of good standing.
8.2 An AGM shall be convened by the Secretary giving notice in writing to all members at least twenty-one days prior to the meeting date, time and place of the AGM.
8.3 Notice of the intention to add to, or amend the Constitution, if required to be dealt with at an AGM of the Club, shall be given in writing by the intending mover therefore to the Secretary not later than 21 days prior to the AGM.The Secretary shall give written notice of the intended additions or amendments to all members when giving notice of the AGM not later than fourteen days prior to the date of the AGM.
8.4 If required by members, a Special General Meeting could be held in order to discuss such notice as state in Art 7.3, but all additions or amendments will only be of effect when accepted on an AGM.
8.5 The Chair at an AGM shall be taken by the Chairperson of the Executive Committee, in his absence by the Vice-Chairperson.Should both be absent, the members shall elect a Chairperson for the meeting from among the other members of the Executive Committee, if any or, failing their presence, the Chairperson shall be elected being a person who is entitled to vote at an AGM from among those members present.
8.6 All decisions shall be taken at the AGM by voting.
8.7 The ordinary purpose of the AGM shall be to:
8.7.1 Confirm the minutes of the previous AGM and Special General Meetings held since the previous AGM.
8.7.2 Receive and consider the reports of the Chairperson.
8.7.3 Receive and consider the financial reports of the Treasurer and the Club’s appointed accountant.
8.7.4 Elect the office bearers for the Executive Committee of the Club.
8.7.5 Receive, consider and pass, with or without modification, such motions and any resolutions of which the proposed terms were submitted in writing to the Secretary later than two weeks prior to the date fixed for such meeting.
8.8 Decisions will be taken by majority vote.
8.9 Only members of good standing will be allowed tovoteand voting shall be by way of show of hands or by way of ballot in the discretion of the Chairperson.
8.10Voting by proxy is permitted, providing that such proxy is in writing.
8.11A quorum would be 50% plus 1 of all members of good standing.If a quorum is not present at the time of the meeting, the meeting will be postponed for 30 minutes, after which all members of good standing present would then be deemed as a quorum under this Constitution.
8.12In the case of a tie, the Chairperson or any other person acting as Chairperson shall have a casting vote additional to his deliberative vote.
CLAUSE 9 – SPECIAL GENERAL MEETING
The members may at any time through the Secretary call for a Special General Meeting(hereinafter referred to as “SGM”).
9.1The Secretary in conjunction with the Chairperson shall give notice of such SGM within twenty-one days of receipt of a written requisition.
9.2Notice of the date, time, and place for the holding of a SGM shall be given in writing by mediums generally used by the Club.
9.3The Chair at a SGM shall be taken by the Chairperson of the Executive Committee or in his absence by the Vice-Chairperson.Should both be absent, the members shall elect a Chairperson for the meeting from among the other representatives of the Executive Committee present, if any or, failing their presence, the Chairperson shall be elected being a person who is entitled to vote at an AGM from among those members present.
9.4 Onlymembers of good standing will be allowed to vote and voting shall be by way of show of hands or by way of ballot in the discretion of the Chairperson, butsuch decision has to receive at least 75% of the votes from members of good standing.
9.5 Voting by proxy is not permitted ataSGM.
9.6 A quorum would be 75% of all members of good standing.If a quorum is not present at the time of the meeting, the meeting will be postponed for thirty days to meet at the same place and time.If a quorum is then not present, the meeting will be dissolved.
CLAUSE 10 – GENERAL MEETINGS
10.1General meetings can be called by the Executive Committee from time to timeand will be held at a place, date and time communicated by the Secretary to all members not less than fourteen days prior to the meeting.
10.2 Members who cannot attend this meeting must forward an excuse to the Secretary or other member who could convey such excuse on behalf of the absent member.
10.3 At these meetings, general issues concerning the club would be discussed and the content of such meeting has to be kept confidential.
10.4 Issues to be discussed on such general meetings would be:
10.4.1 Feedback by the Executive Committee to members of the Club on all issues of concern to the Club.
10.4.2 Feedback and/or planning by Organisers on social or other events held, or to be held.
10.4.3 Feedback from committees on specific issues appointed for.
10.5 Decisions will be taken by majority votes.
10.6 Voting on any issue to decide by the General Committee would be by show of hands of all members of good standing present or ballot ifsorequired by the majority of members of good standing present.
10.7Voting by proxy is permitted, providing that such proxy is in writing and absent members have to accept decisions made by members present.
10.8A quorum for this meeting would be 50% plus 1 of members of good standing and the Chairperson would have a casting vote in case of a tie.
10.9Minutes of the meeting shall be circulated before the next meeting and members must acquaint themselves with decisions taken on meetings.
CLAUSE 11 – FINANCIAL YEAR, AUDIT AND ACCOUNTS
11.1The financial year-end of the Club shall be 31 December.
11.2The Executive Committee shall have the authority to expend the funds of the Club in such a manner as they consider fit, in accordance with the rules and subject to the objects of the Club provided that:
11.2.1 The funds of the Club shall be deposited into such bank accounts of the Club as may be authorised by the Executive Committee from time to time, which accounts shall be operated by the Treasurer, the Chairperson, Vice-Chairperson and/or appointed delegates on a specific committee.
11.2.2 Signatories on all banking accounts shall be the Treasurer together with either the Chairperson, Vice-Chairperson, or where such function is delegated to a specific member on a committee.
11.2.3 The Executive Committee shall agree upon any investment of Club funds.
11.2.4 Payment of membership fees shall be made after 31 December for the next year, which will give a member good standing the right to vote at the AGM, which would be held according to official notice set out as per Clause 8.1 and 8.2.
11.2.5 If membership fees are not paid by31 March, membership will automatically be terminated.
11.2.6 Should a person want to reapply for membership, it has to be done in writing upon which the Executive Committee could take a decision on readmission of such person as a member.All outstanding fees by such applicant must however be paid before membership could be allowed by the Executive Committee.
11.3 The funds of the Club may be kept in one or several accounts at one or several registered commercial banks.
11.4 All payments must be paid to the Treasurer who shall issue a receipt and deposit such payment as soon as possible into the bank account allocated for such payment.
11.5 Documentary proof/invoices/receipts/balance sheets shall substantiate any expenditure on behalf of the Club from Club funds.
11.6 The Executive Committee shall appoint a registered accountant to compile the annual financial statements of the Club, which shall be tabled at the AGM.
11.7 If required in writing by at least 50% of members of good standing, an Auditor shall be appointed to audit the compiled financial statements, which will be circulated to the members within a reasonable time upon such request.
CLAUSE 12 – GENERAL
12.1 All information pertaining to the Club and/or decisions taken on any meeting held by the Club, must be treated as confidential and not revealed to non-members or any other party, unless authorised by the Executive Committee.
12.2 Social or organized events will be held as determined on a year programme, compiled by the Organizers of the Club.The Executive Committee could change the said programme.
12.3 Members will be informed well in advance and must communicate with organizers on attending/not attending such event.
12.4 The responsible office bearer in the Executive Committee will arrange the following events, providing that enough interest exist:
12.4.1 Exploring trips;
12.4.2 Any other event where members could participate.
12.5 During any event members, except if the Executive Committee decided otherwise, shall pay all access fees, camping fees or any other fees, which might be applicable.
12.6 Any payments for attending an event shall be made in advance on the amount and date as determined by the Executive Committee.
12.7 Members may invite guests on events, but must obtain permission from the Executive Committee, prior to the event.
12.8 Guests of members will have to pay their own access, camping, or other fees as determined by the Executive Committee.
12.9 The Club will arrange from time to time for T-Shirts, caps, badges, or any other memorabilia reflecting the emblem of the Club, which could be bought by members at prices determined by the Executive Committee.
12.10 Only members shall be allowed to wear such T-Shirts, caps, badges or other memorabilia at social events, meetings or any other event where the Club is represented.Threadbare items must not be worn.
CLAUSE 13 – INDEMNITY
13.1The Executive Committee or any other appointed committee is not liable for any loss or damage arising out of any act done or omitted to be done in good faith on the authorization of the Executive Committee or any other appointed committee under this Constitution, unless such damage or loss is due to the Executive Committee or any other appointed committee’s negligence or failure to comply with the Constitution.
13.2A representative of Executive Committee or any other appointed committee or appeal committee, or a person employed in terms of this Constitution, is not liable for any loss or damage arising out of any act done or omitted to be done in good faith by that member or that person under this Constitution, unless such damage or loss is due to that member’s or person’s misconduct, dishonesty, negligence or failure to comply with this Constitution.
13.3Participation in any motorcycling 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 as any form of motorcycling is potentially dangerous.
13.4Every Club member shall complete in full and sign the Executive Committee approved Indemnity form, which completed and duly signed Indemnity form shall be submitted by an applicant together with his/her official prescribed application form as contemplated in Clause 3.1supra.
13.5Any non-Club members participating in or present at any event organized by the club, motorcycling or associated event, shall also sign the Executive Committee approved Indemnity form, prior to participating in any such event organized by the club, motorcycling or associated event.
CLAUSE 14 – DISSOLUTION OF CLUB
14.1 The Club shall endure as contemplated for an indefinite period until a majority of 75% of the members entitled to vote and present vote in favour of its dissolution at a SGM, convened for that purpose.
14.2 For the purpose of dissolution of the Club, no voting by proxy will be permitted.
14.3 Upon receipt of a notice of a SGM convened for the purpose aforesaid, the Treasurer shall obtain from the accountant a Balance Sheet, reflecting the assets and liabilities of the Club.
14.4 The Balance Sheet shall be tabled at the first SGM, following which proposals shall be made and accepted as to the abolishment of the Club.
14.5 Upon offsetting of all liabilities of the club, any remaining funds and / or any other assets that the Club may have, will be dealt with as decided on the SGM called for dissolution of the Club.
14.6 Voting on the abolishment of the Club and what to be done with any funds or assets shall be done by secret ballot.
CLAUSE 15 – INTERPRETATION
The Executive Committee shall be the sole authority for the interpretation of these rules and of the by-laws or regulations made or to be made there under, and the decision of the Executive Committee on any matter of interpretation or any matter affecting the Club and not provided for by the above, shall be final and binding on its Club members.