CONSTITUTION of the TYGERBERG MOUNTAIN BIKE CLUB (Incorporated 27 February 1997)

1. Purpose of the Club
   1. TMBC is a voluntary association constituted on 27 February 1997 for the public benefit purpose of promoting and regulating the sport of mountain biking in the Tygerberg area of the Western Cape.
2. Objects of the Club
   1. To create mountain bike specific riding areas, build and maintain trails in partnerships with landowners;
   2. To promote respect for the environment in the sport of mountain biking;
   3. To support the farming community and local conservation bodies;
   4. To enable the youth to participate in mountain biking;
   5. To affiliate with representative associations of mountain biking;
   6. To promote mountain biking generally; and
   7. To do all such other things as are incidental or conducive to the attainment of the above objects.
3. Constitution of the Club
   1. The first constitution of the Tygerberg Mountain Bike Club was adopted on 27 February 1997.
   2. This document, constituting the amendment to the first constitution, will come into effect on approval at a General Meeting of the members.
4. Legal Status of the Club
   1. The Club is a common law corporate body constituting a distinct and separate legal entity with the power to acquire, to hold and to alienate property of every description and with the capacity to acquire rights and obligations and having perpetual succession independently of its members;
   2. The Club may not distribute any of its profits and gains to any person and will use its funds solely for the objects for which it has been established and for investment;
   3. The Club can act and be acted against in its own name and may be represented in any legal proceedings by any person or persons delegated for such purposes by the Management Committee of the club from time to time.
   4. No person will by reason of their membership or office be liable for the liabilities and obligations of the Club.
5. Membership
   1. The Club is non-proprietary, non-political, non-sectarian, non-discriminatory and has two classes of membership:
      1. Ordinary members, with full voting rights;
      2. Honorary members, as chosen by the management committee, with no voting rights.
6. Applications for Membership
   1. Any person may apply to become a member of the Club.
   2. An applicant must submit an application in terms of which the applicant subscribes to the Constitution of the Club, the Code of Conduct of the Club and commits to pay the prescribed membership fees and agrees to submit to the directions and decisions of the Management Committee, on a form, in a manner and against such criteria as approved by the Management Committee from time to time.
   3. The Management Committee’s appointed Membership Officer will consider each application and may accept or reject an application.
   4. If the Membership Officer rejects an application, he / she will forthwith provide the applicant written reasons for his / her decision.
   5. An applicant who feels aggrieved of a decision by the Membership Officer to reject his or her application may submit an appeal against the decision to the Management Committee, whose decision will be final and binding.
7. Membership Fees
   1. The annual membership budget and membership fees for the following year will be decided by a general meeting in November of each year (the Special General Meeting).
   2. The Management Committee will present the general meeting with the interim financial statements, a business plan, the proposed budget and the proposed
      membership fees for the following year to be voted by the members.
8. Management Committee
   1. The Management Committee of the Club will consist of the following officials:
      1. A Chairperson;
      2. A Vice Chairperson;
      3. A Treasurer, who will hold an acknowledged accounting qualification or have the appropriate accounting experience / knowledge; and,
      4. Secretary,
      5. 4 additional general management committee members.
   2. All Management Committee members will be elected to the above positions from the Members in good standing, and on such terms as to their honorariums and expenses, at a general meeting for the following year.
   3. Management Committee members may serve consecutive terms.
   4. The Management Committee will have full powers in the management and direction of the Club, may exercise all such powers of the Club and do all such acts on behalf of the Club as may be lawfully exercised and done by the Club subject to the powers and directions of the members in a General Meeting.
   5. The Management Committee has the right to engage on behalf of the Club the services of accountants, auditors, attorneys, advocates and any other professional firm or person or other employees whatsoever for any reasons deemed necessary by the Management Committee and on such terms as the Management Committee will decide.
   6. The Management Committee may delegate any of its functions to suitably qualified members of the Management Committee.
   7. The Management Committee may co-opt any person who may contribute to the performance or exercising of the powers, duties and functions of the Management Committee.
   8. The Management Committee may resolve that a Management Committee member will be entitled to membership of the Club for the term in which they serve and payment of out-of-pocket expenses or other disbursements in such amounts as the Committee may, from time to time, determine.
9. Management Committee Meetings
   1. The Chairperson of the Management Committee will convene regular Management Committee meetings on reasonable notice.
   2. The quorum for a Management Committee meeting will be a majority of members of the Management Committee.
   3. The Chairperson will preside at meetings of the Management Committee and, in the absence of the Chairperson, the Vice Chairperson, failing which, any of the remaining members of the Management Committee will preside.
   4. The Secretary will cause minutes to be kept at meetings of the Management Committee and, in the absence of the Secretary, the person presiding at the meeting will instruct another Official who is present to keep minutes.
   5. Decisions of the Management Committee are as far as reasonably possible taken by way of consensus.
   6. If the Management Committee is not able to take a decision by way of consensus, a decision will be taken by way of ordinary majority vote.
   7. If the Management Committee has to take a decision by vote and the vote is tied, the Chairperson will have a casting vote.
10. General Meetings
    1. The Annual General Meeting will be held at such reasonable time and place as the Management Committee will decide from time to time.
    2. The Management Committee must on petition of members together holding not less than 40% (Forty percent) of the total voting rights of all members, convene
       extraordinary general meetings.
    3. Annual General Meetings will be called by giving at least 21 days’ written notice to all Members, and an extraordinary general meeting will be called by giving at least 14 days’ written notice.
    4. The agenda for the General Meetings will be included in the notice to all Members.
    5. No business will be transacted at any general meeting unless a quorum of members together holding not less than 25% (Twenty five percent) of the total voting rights of all members is present at the start at the meeting.
    6. If, within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the members present will be a quorum.
    7. No business will be dealt with at any general meeting unless written notice has been given to the Management Committee not less than seven days before such meeting by the person proposing to raise such business of his or her intention so to do, provided that the Chairperson may on ordinary resolution of the meeting relax this condition.
    8. The Secretary will cause minutes to be kept of every general meeting, which minutes will, within 14 days after the meeting has closed, be reduced to writing and certified correct by the Chairperson.
    9. All minutes of general meetings will, after certification, be placed in a minute book to be kept by the Secretary. The certified minutes will also be posted on the clubs website.
    10. A member may be represented at a general meeting by a proxy, who must be a member of the Club.
    11. The instrument appointing a proxy will be in writing and signed by the member concerned or his or her agent, duly authorised in writing.
    12. A standard proxy form will be made available to all members in conjunction with the notification of the general meeting.
    13. At any general meeting of the Club, every member (over the age of 18) who is present in person or represented by proxy and entitled to vote, will have one vote.
    14. Subject to the provisions of this Constitution, no person other than a member in good standing will be entitled to be present and to vote on any question, either personally or by proxy, at any general meeting.
    15. At any general meeting a resolution put to the vote will be decided on a show of hands and a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or negatived, and an entry to that effect in the book containing the minutes of the proceedings of the Club, will be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
    16. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson will have a casting vote.
    17. Save for the decisions which, in terms of this Constitution requires a Special Resolution, all resolution will be carried on a simple majority of all votes cast
11. Finances
    1. The financial year of the Club will be from 1 January to 31 December.
    2. The Treasurer may, with the approval of the Management Committee, open one or more bank accounts into which the funds or surplus funds of the Club may be deposited and from which payments on behalf of the Club may be made.
    3. Withdrawal of funds from the Club’s bank account will only be done on authorisation of the Treasurer and the Chairperson or another Official duly appointed by the Management Committee.
    4. The accounts, asset register and books of the Club will be properly maintained, kept up to date and open to inspection by members at all reasonable times during business hours.
    5. The accounts of the Club will be examined annually and the correctness thereof ascertained by the auditors of the Club in accordance with standard accepted accounting practice.
12. Conduct
    1. A member of the Club will at all times conduct himself or herself in such a way that the good name and reputation of the Club may not suffer prejudice as a result of his or her conduct.
    2. Any Member is entitled to bring any infringement of the Constitution, the Code of Conduct, or any of the rules of the Club, any resolutions adopted and rulings made by the Club or Management Committee, any contract entered into by the Club, any competition established by the Club, or any laws, by-laws, regulations or rules of Cycling South Africa (CSA) to the attention of the Management Committee.
    3. Any three members of the Management Committee nominated for such purposes by the Management Committee from time to time, will constitute a Subcommittee on Discipline to deal with any infringement.
    4. If the Subcommittee for Discipline is of the opinion that an infringement is serious, it will inform the member concerned in writing of the exact nature and extent of the charge, as well as the time, date and place for the disciplinary hearing.
    5. A member charged before the Subcommittee for Discipline may be assisted in proceedings before the disciplinary committee by another member of his or her choice and the person presiding over the disciplinary committee will inform the member concerned of this right before the proceedings commence.
    6. If the Subcommittee for Discipline finds the accused member guilty of an infringement
       as charged, it may –
       1. warn the member;
       2. impose a fine not exceeding R5 000.00 (Five Thousand Rand) on the member;
       3. suspend the member for a period not exceeding six months; or,
       4. recommend to the Management Committee that the member should be expelled from the Club.
    7. The Subcommittee for Discipline will, within 3 days, inform the member concerned in writing of its finding and decision, stating the reasons for such finding and decision.
    8. If a Member feels aggrieved as a result of a decision by a disciplinary committee, the member may, within 7 days of being informed of the decision of the disciplinary committee, in writing appeal to the Chairman of the Club, stating the reasons for the appeal.
    9. The Chairperson of the Club will consider the appeal on the minutes of the disciplinary committee, the finding and reasons contemplated and the written reasons and may in whole or in part, revoke or amend the decision of the disciplinary committee.
    10. The decision of the Chairman of the Club will be final and binding on all concerned.
    11. Any Member who’s membership fees are overdue, or is charged by the Subcommittee for Discipline will be deemed not to be in good standing of this Club.
13. Notices
    1. A notice may be served in writing by the Club upon any member at the address specified on the prescribed membership application form completed by the particular member unless the member will have notified the Secretary in writing of another address for service of notices.
    2. Notice sent to a member’s email address or WhatsApp number or SMS at the member’s telephone number, as specified in the prescribed membership application form, will be deemed to have been served.
14. Indemnity
    1. Every Official, servant, agent and employee of the Club and any managing agent, his or her employees, nominees or invitees, will be indemnified by the Club against all costs, losses and expenses which such person or persons may incur or become liable for by reason of any contract entered into or any lawful act or deed done by such person or persons in the discharge of their respective duties, including in the case of an Official, his or her duties as Chairperson, Treasurer, Secretary or other Official.
    2. Without prejudice to the generality of the sub clause 14, the Club will specifically indemnify every person referred to in sub clause 14 against all losses of whatsoever nature incurred arising out of any bona fide act, deed or letter done or written by him or her jointly or severally in connection with the discharge of his or her duties.
15. AMENDMENT
    1. This Constitution may be amended by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.
16. DISSOLUTION
    1. The Club may dissolve itself by resolution of a general meeting passed by a majority of not less than 75% of the votes cast.
    2. In the event of dissolution of the Club the Management Committee will act as liquidators and the Club’s net assets after discharge of its liabilities will be distributed in the liquidators’ discretion to one or more mountain biking or similar clubs.