Club Constitution

CONTENTS

Clause                                                                                                                             Page

1.               DEFINITIONS................................................................................... 1

2.               EXISTENCE AND NAME OF THE CLUB................................................... 2

3.               OBJECTIVES OF THE CLUB.................................................................. 3

4.               WINDING-UP/LIQUIDATION............................................................. 4

5.               CLUB RECORDS................................................................................. 5

6.               MEMBERSHIP................................................................................... 6

7.               MEMBERS’ MEETINGS........................................................................ 7

8.               PROXIES.......................................................................................... 9

Resolution to             _..................................................................................... 10

Resolution to................................................................................................ 10

Resolution to................................................................................................ 11

(Indicate instruction to proxy by way of a cross in space provided above.).............. 11

Signed on          at  _______............................................................................. 11

Signature.................................................................................................... 11

9.               MEMBER RESOLUTIONS................................................................... 11

10.            NOTICES OF MEMBERS’ MEETINGS.................................................... 12

11.            THE MANAGEMENT COMMITTEE........................................................ 12

12.            MISCELLANEOUS............................................................................. 18

SIGNED AT _______________________________ ON ___________________........... 19

 

 

1.               DEFINITIONS

1.1            In this Constitution, unless clearly inconsistent with or otherwise indicated by the context, the following words and phrases will have the corresponding meanings assigned to them and cognate expressions will have similar meanings:-

1.1.1           “Business Day" means any day, other than a Saturday, Sunday or official public holiday in the Republic;

1.1.2           "the Companies Act" means the Companies Act 71 of 2008, as may be amended or replaced from time to time;

1.1.3           "Competition Climbing" means the amateur sport of climbing in all its forms, both indoor and outdoor, on artificial surfaces and rock;

1.1.4           "the/this Constitution" means this constitution together with the annexures hereto;

1.1.5           "Founding Members" means the signatories to this Constitution;

1.1.6           "general meeting" means an annual general meeting or a special general meeting;

1.1.7           "the Management Committee" means the Committee of Officers elected in accordance with Article 11 from time to time;

1.1.8           "Member" means any person who has complied with the requirements of Article 6 hereof and which has been granted membership in the Club by the Management Committee;

1.1.9           "Officers" means such office-bearers appointed to the Management Committee of the Clubin accordance with the procedures of Article 11 hereof;

1.1.10        "Poll" means voting conducted in written form (as opposed to a show of hands);

1.1.11        "Provincial Body" means the provincial body located within the geographical jurisdiction of the Club, and which is affiliated with the South African National Climbing Federation;

1.1.12        "the Republic" means the Republic of South Africa; and

1.1.13        "Signature Date" means the date on which the last party signs this Constitution;

1.2            any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation as at the Signature Date, and as amended or substituted from time to time;

1.3            if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any party then, notwithstanding that it is only in a definition, effect shall be given to that provision as if it were a substantive provision in the body of this Constitution;

1.4            where any term is defined within a particular clause other than this Article 1, that term shall bear the meaning ascribed to it in that Article wherever it is used in this Constitution;

1.5            where any number of days is to be calculated from a particular day, such number shall be calculated as excluding such particular day and commencing on the next day; if the last day of such number so calculated falls on a day which is not a Business Day, the last day shall be deemed to be the next succeeding day which is a Business Day;

1.6            any reference to "person" shall include a reference to both natural and juristic persons as the context dictates;

1.7            any reference to days (other than a reference to Business Days), months or years shall be a reference to calendar days, months or years, as the case may be; and

1.8            the use of the word "including" followed by a specific example/s shall not be construed as limiting the meaning of the general wording preceding it and the eiusdem generis rule shall not be applied in the interpretation of such general wording or such specific example/s.

 

2.               EXISTENCE AND NAME OF THE CLUB

2.1            The Association established pursuant to this Constitution shallbe known as "the __________________Club".

2.2            The Clubis a voluntary association of persons established within the Republic and has a corporate existence and identity separate of its Members, Officers and employees. The Clubshall continue in existence notwithstanding changes in the composition of the aforementioned. It shall have all of the legal powers and capacity of a natural person except to the extent that:

2.2.1           it is incapable of exercising any such power, or having such capacity; and

2.2.2           it shall have no legal power or capacity if such act or event caused by the Clubshall result in the contravention of the Main Objects.

2.3            Members and Officers shall have no rights in and to the assets of the Clubsolely by virtue of such membership and/or office.

2.4            Amendments to this Constitution may be effected only at ageneral meeting. The proposals for amendments and alterations should be in the form of Notice of Motion, setting out the reasons for such changes and referring to the Articles of the Constitution which are affected. The Notice need not propose the precise change in wording, provided that the motivation and intentions are clearly stated. Such Notices of Motion should be served on the Club Secretary six weeks before the proposed date of the annual general meeting at which such notices are to be considered. No proposed alteration to this Constitution shall be of force or effect unless it has been passed asspecial resolution at the annual general meeting at which it is proposed

3.               OBJECTIVES OF THE CLUB

3.1            Main Objective

3.1.1           To promote CompetitionClimbing in general;

3.1.2           To offer CompetitionClimbing opportunities;

3.1.3           To promote participation in CompetitionClimbing ;

3.1.4           To where possible assist with physical coaching; and

3.1.5           To develop skills and expertise and make such skills and expertise available to the Club.

3.2            Secondary objectives

3.2.1           To promote the sport of CompetitionClimbing;

3.2.2           To ensure that all members are treated fairly and equally;

3.2.3           To create a spirit of esprit de corps amongst members;

3.2.4           To assist where possible in the organisation and administration of the sport in the province;

3.2.5           To co-operate with any bodies regarding the promotion and public recognition of competition climbing in the province;

3.2.6           To promote a drug free sport;

3.2.7           To work with individuals and organisations (including the Provincial Body) to raise funds for the pursuance of the objectives contained in this Constitution; and

3.2.8           To liaise and affiliate with similar clubs.

3.3            Affiliation

3.3.1           The Club shall be affiliated to the Provincial Body, and is to observe and abide by the general and fundamental principles of the:

3.3.1.1             Provincial Body;

3.3.1.2             South African National Climbing Federation (SANCF);

3.3.1.3             International Federation of Sport Climbing (IFSC);

3.3.1.4             South African Sports Confederation and Olympic Committee;

3.3.1.5             International Olympic Committee (IOC); and

3.3.1.6             Drug organisations – World Anti-Doping agency and the South African Institute for Drug Free Sport.

4.               WINDING-UP/LIQUIDATION

4.1            The Clubmay be voluntarily wound-up by way of a special resolution of its Members.

4.2            Upon dissolution of the Club, its net assets must be distributed in the manner set out below:

4.2.1           no past or present Member or Officer of the Club, or person appointing an Officer of the Club, is entitled to any part of the net value of the Clubafter its obligations and liabilities have been satisfied; and

4.2.2           the entire net value of the Clubmust be distributed to any of the followingpersons:

4.2.2.1             any other recreational club which is approved by the Commissioner in terms of section 30A of the Income Tax Act; or

4.2.2.2             a public benefit organisation contemplated in paragraph (a) (i) of the definition of a “public benefit organisation” in section 30(1) which has been approved in terms of section 30(3); or

4.2.2.3             any institution, board or body which is exempt from tax under the provisions of section 10(1)(cA)(i) of the Income Tax Act, which has as its sole and or principal object the carrying on of any public benefit activity; or

4.2.2.4             the government of the Republic in the national, provincial or local sphere, contemplated in section 10 (1) (a) of the Income Tax Act.

4.3            In the event that the net assets of the Clubcannot be distributed as set out in Article 4.2.2 above, the distribution of assets will take place as resolved by:

4.3.1           the Officers, and if no Officers are appointed/holding office, the Members, at or immediately before the time of its dissolution; or

4.3.2           a court, if the Members or Officers fail to make such a determination.

5.               CLUB RECORDS

5.1            The financial year end of the Clubshall be the last day of March each year.

5.2            Where the Clubhas a bank account it must have a separate banking account from which its financial transactions will be conducted and all withdrawals from which will be on the signatures of at least two authorised persons.

5.3            The Management Committee shall ensure:

5.3.1           that all money due to the Clubis collected and received and that all payments authorised by the Clubare made;

5.3.2           that correct books and accounts are kept showing the financial affairs of the Club, including full details of all receipts and expenditure connected with the activities of the Club;

5.3.3           that all cheques, electronic transfers and other negotiable instruments must be approved by any 2 (two) members of the Management Committee or any of itsnominees, being members or employees authorised to do so by the Management Committee;

5.3.4           that all documents are to be kept in a safe place.

6.               MEMBERSHIP

6.1            General

6.1.1           Membership in the Clubshall be open to any such persons who comply with the provisions of this Article 6.

6.1.2           Club membership shall be non-transferable.

6.1.3           Members shall satisfy the criterion of membership as determined by the Management Committee, from time to time,in its sole and absolute discretion.

6.1.4           In addition to those specific requirements imposed by the Management Committee members shall be liable to pay to the Club an annual membership fee as determined by Management Committee from time to time.

6.1.5           Each Member shall indemnify the Club and/or any other provincial or national institutions with which the Club is affiliated against all and any liability or loss of whatsoever nature, including, direct or indirect damages or loss sustained to any person or property (including consequential loss or damages) which he/she maysuffer as a result of he/she exercising his/her membership in the Club. Such indemnity shall be contained in the Club's standard application for membership.

6.1.6           Where a Member had previously been a member of another club, a release letter from the previous club  must be submitted together with the required application forms when application is made for Club membership at the Club.

6.1.7           The voting rights of a Member shall be suspended if:

6.1.7.1             he/she  fails to pay any membership fees due and payable to the Club;

6.1.7.2             he/she does anything which the Management Committee determines to be in contravention with this Constitution or the Main Objects.

6.2            Cessation of membership

6.2.1           Membership by a Member in the Clubshall terminate:

6.2.1.1             upon the expiration of the period of at least one month's notice in writing to the Club of the Member's intention to do so;

6.2.1.2             if, at any time, notwithstanding anything contained in this Constitution, the Management Committee, by ordinary resolution, removes a Member, after having given written notice to and allowing the Member to make representations. Considerations for termination of membership, inter alia, include:

6.2.1.2.1      wilful violations of this Constitution or any other reasonable rules adopted by the Club for its operations;

6.2.1.2.2      wilful conduct prejudicial to the interests of the Club;

6.2.1.2.3      a failure to meet and maintain the initial qualifications for membership in the Club;

6.2.1.3             if he/she fails to pay the membership fee as contemplated in Article 6.1.4 for a period of 20 (twenty) Business Days from when same became due and payable by such Member.

7.               MEMBERS’ MEETINGS

7.1            The Clubis required to convene Members' meetings:

7.1.1           annually, provided that no more than fifteen months must elapse between the date of one annual general meeting and that of the next and an annual general meeting must be held within six months after the expiration of the financial year of the Club; and

7.1.2           whenever 33% (thirty three percent) of the Members demand a Members' meeting of which such meetings may be held at any time.

7.2            Annual general meetings and other special meetings will be held at such a time and place as the Management Committee appoints, irrespective of whether the location is within the Republic or elsewhere.

7.3            The business of the annual general meeting must include:

7.3.1           agreement of the agenda;

7.3.2           President’sreport;

7.3.3           presentation of the Club's annual financial statements;

7.3.4           election of  Officers; 

7.3.5           to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;

7.3.6           to receive from the Management Committee reports on the activities of the Clubduring the last preceding financial year; and

7.3.7           other appropriate matters.

7.4            The minimum number of days for the Clubto deliver notice in writing of a Members' meeting is in respect of:

7.4.1           the annual general meeting, 21 (twenty one) days;

7.4.2           a meeting called for the passing of a Special Resolution, 15 (fifteen) days; and

7.4.3           any other special Members' meetings, 15 (fifteen) days.

7.5            The Clubmay call a special members' meeting (including a meeting where a special resolution is to be passed) with less notice than required by this Constitution, but such a meeting may proceed only if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda –

7.5.1           is present at the meeting; and

7.5.2           votes to waive the required minimum notice of the meeting.

7.6            The authority of the Clubto conduct a meeting entirely by electronic communication, or to provide for participation in a meeting by electronic communication is not limited or restricted by this Constitution.

7.7            No Members' meeting may commence nor may any matter be considered unless a quorum of Members is present. Save as otherwise provided herein, 5% of the Members personally present will be a quorum.

7.8            If, within thirty minutes after the appointed time for a meeting to begin has elapsed and sufficient Members to establish quorum is not present –

7.8.1           for that meeting to begin, the meeting is postponed without motion, vote or further notice, for one week; or

7.8.2           for consideration of a particular matter if there is:

7.8.2.1             other business on the agenda of the meeting, consideration of that matter may be postponed to a later time in the meeting without motion; or

7.8.2.2             no other business on the agenda of the meeting, the meeting is adjourned for one week, without motion or vote; and

7.8.3           if at an adjourned meeting a quorum is not present within thirty minutes from the time appointed for the meeting, the Members present will be quorum.

7.9            Where a quorum is established for a meeting to begin or a matter to be considered, the meeting may continue, or the matter may be considered as long as 75% (seventy five percent) of Member's attending the meeting remain present.

7.10          The maximum period allowable for an adjournment of a Members' meeting may not exceed the earlier of:

7.10.1        the date that is 20 (twenty) Business Days after notice of such meeting was given by the Club; or

7.10.2        the date that is 10 (ten) Business Days after the date on which the adjournment occurred.

7.11          No business will be transacted at the resumption of any adjourned general meeting other than the business left unfinished at the general meeting from which the adjournment took place.

7.12          The President or, failing him/her, the vice-President of the Management Committee (or if more than one of them is present and willing to act, the most senior of them) will be the President of each general meeting.  If no President or deputy President is present and willing to act, the Members present will elect one of the Officers or, if no Officer is present and willing to act, a Member, to be President of that general meeting.

8.               PROXIES

8.1            AMemberis entitled toappointaproxytoattend,speakorvote(whether ona showofhandsorPoll)in his/herstead atanygeneral meeting.

8.2            A proxy need not be a Member of the Club.

8.3            The holder of a general or special power of attorney, whether he/she is himself/herself a Member or not, given by a Member will be entitled to attend meetings and to vote, if duly authorised under that power to attend and take part in the meetings.

8.4            The instrument appointing a proxy:

8.4.1           must be in writing under the hand of the appointee or his/her duly authorised agent;

8.4.2           the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of authority, must be delivered to the Clubnot less than 48 hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default of complying herewith, the instrument of proxy will not be treated as valid;

8.4.3           will  not be valid after the expiration of six months from the date when it was signed, unless so specifically stated in the proxy itself;

8.4.4           cannot be used at an adjourned meeting which could not have been used at the original meeting; and

8.4.5           must be in the following form or as near thereto as circumstances permit:

I,                               , of                                  , being a Member of the  ____________ Club, hereby appoints

                        OF                        or failing him

                        OF                        or failing him

                        OF                        or failing him

as my proxy to vote for me and on my behalf at the annual general/members’ meeting (as the case may be) of the Club be held on                            and at my adjournment thereof as follows:

             In favour of                   Against                  Abstain

Resolution to                                     _                 

Resolution to                                                       

Resolution to                                                       

(Indicate instruction to proxy by way of a cross in space provided above.)

Signed on                       at                _______.

                                                                                                      Signature

9.               MEMBER RESOLUTIONS

9.1            For an ordinary resolution to be adopted at the Members' meeting, it must be supported by at least 50% (fifty percent) of the Members who voted on the resolution.

9.2            For a special resolution to be adopted at a Members' meeting, it must be supported by at least 75% (seventy percent) of the Members which voted on the resolution.

9.3            At any general meeting a resolution put to vote will be decided on a show of hands if no Poll is demanded on or before the declaration of the result of a show of hands. A Poll may only be demanded by:

9.3.1           the President of the meeting; or

9.3.2           not less than 1/3rd (one-third) of the Members having the right to vote at the general meeting.

9.4            In the case of an equality of votes, the President of the meeting at which the vote takes place will be entitled to a second or casting vote.

9.5            On a show of hands, or in the event that voting was conducted by way of Polling, at a general meeting, a declaration by the President as to the result of the voting on any particular resolution and an entry to that effect in the minutes will be conclusive proof of that result, without proof of the number or proportions of votes recorded in favour of, against and as abstaining from such resolution.

9.6            If a Poll is demanded at a general meeting -

9.6.1           on the election of a President or on an adjournment, the Poll will be taken immediately and in such manner as the general meeting determines, and a Poll on  any other question will be taken at such time and in such manner as the President of the general meeting directs;

9.6.2           the result of the Poll will be deemed to be the resolution of the general meeting at which the Poll was demanded;

9.6.3           the demand will not preclude the general meeting from considering any question other than that on which the Poll has been demanded unless the general meeting decides otherwise; and

9.6.4           the demand may be withdrawn at any time.

9.7            No objection will be taken to the admission or rejection of any vote except at the general meeting at which the vote in dispute is cast, or, if it is adjourned, the resumption thereof.  The President of that general meeting or resumed general meeting will determine any issue raised by such objection and his determination shall be final and binding.

9.8            The President of any general meeting will determine the procedure to be followed at that meeting.

10.            NOTICES OF MEMBERS’ MEETINGS

10.1          A notice may be given by the Clubto any Member by way of any electronic notification, which includes inter alia, email, facsimile etc.

10.2          Notice of every Members' meeting will be given in any manner authorised by the Management Committee to the Members. No other persons will be entitled to receive notice of Members' meetings.

10.3          A notice of a Members' meeting must be in writing, and must include:

10.3.1        the date, time and place for the meeting, and the record date for the meeting;

10.3.2        the general purpose of the meeting, and any specific purpose, if applicable;

10.3.3        a copy of any proposed resolution of which the Clubhas received notice, and which is to be considered at the meeting, and a notice of the percentage of voting rights that will be required for that resolution to be adopted; and

10.3.4        in the case of an annual general meeting of the Clubthe financial statements to be presented or a summarised form thereof.

10.4          The members are required to provide satisfactory identification.

11.            THE MANAGEMENT COMMITTEE

11.1          The Management Committee must comprise of at least four Officers, which may either be executive or non-executive Officers.

11.2          Powers of the Management Committee

11.2.1        The Management Committee:

11.2.1.1          is to control and manage the affairs of the Club, and

11.2.1.2          may exercise all such functions as may be exercised by the Club, other than those functions prohibited by this Constitution;

11.2.1.3          has power to perform all such acts and do all such things as appear to the Management Committee to be necessary or desirable for the proper management of the affairs of the Club; and

11.2.1.4          shall arrange all disciplinary hearings.

11.3          Constitution and membership Of the Management Committee

11.3.1        The Founding Members shall elect the first Officers of the Club and assign such designations as required in terms hereof to each of them.

11.3.2        Save for those Officers elected by the Founding Members to be the first Officers, the Management Committee is to consist of the Officers elected at the annual general meeting of the Clubunder Article 7.3.

11.3.3        The following procedure shall apply to the election of Officers to the Management Committee:

11.3.3.1          nominations of candidates for election as Officers of the Club:

11.3.3.1.1   must be made in writing, signed by 2 (two) Members and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination); and

11.3.3.1.2   must be delivered to the secretary of the Club at least 7 (seven) days before the date fixed for the holding of the annual general meeting at which the election is to take place;

11.3.3.2          if insufficient nominations are received to fill all vacancies on the Management Committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting;

11.3.3.3          if insufficient further nominations are received, any vacant positions remaining on the Management Committee are taken to be casual vacancies and may be filled by the Management Committee as it deems fit;

11.3.3.4          voting shall occur by way of a show of hands;

11.3.3.5          if the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected; and

11.3.3.6          if the number of nominations received exceeds the number of vacancies to be filled, a Poll is to be held.

11.3.4        The Management Committee shall consist of the following portfolios:

11.3.4.1          the President;

11.3.4.2          the vice-President;

11.3.4.3          the secretary; and

11.3.4.4          the treasurer.

11.3.5        Each elected member of the Management Committee will, subject to this Constitution, hold office until the conclusion of the annual general meeting following the date of his/her election, but is eligible for re-election subject to Article 11.3.1.

11.3.6        Each elected member, having a specific designation, shall not serve for more than 3 (three) consecutive terms acting within that designation.  

11.3.7        In the event of a vacancy occurring in the elected membership of the Management Committee, the Management Committee may appoint a Member to fill the vacancy and the Member so appointed is to hold office, subject to this Constitution, until the conclusion of the annual general meeting next following the date of the appointment.

11.3.8        Save as otherwise provided herein, the Management Committee will determine portfolios as it deems fit.

11.3.9        Officers shall disclose any conflict of interest which may exist in a deliberation of the Management Committee and shall not vote on any matter they have a conflict of interest in. Officers may be asked to be absent from Management Committee discussions in which the Management Committee considers they have a conflict of interest. A register shall be kept by the Secretary of any conflicts of interest disclosed, or considered to exist by the Management Committee.

11.4          Removal of Officers

11.4.1        The Members may remove any Officer by ordinary resolution once special notice has been given and the Officer has been given a reasonable opportunity to make a presentation. This power remains regardless of:

11.4.1.1          anything mentioned in this Constitution;

11.4.1.2          any agreement between the Club and the Officer; or

11.4.1.3          the fact that the Officer's prescribed term has not expired.

11.4.2        Over and above the provisions of any other law which may prohibit a person from acting in a fiduciary capacity, the office of any Officer will be vacated if the Officer:

11.4.2.1          is declared mentally unfit;

11.4.2.2          resigns his/her office by notice in writing to the Club;

11.4.2.3          compounds with his/her creditors;

11.4.2.4          is directly or indirectly interested in any contract or proposed contract with the Club and fails to declare his/her interest and the nature thereof;

11.4.2.5          absents himself/herself from meetings of the Management Committee for six consecutive months without the leave of the other Officers, and they resolve that his office will be vacated; or

11.4.2.6          is no longer committed to furthering the objects of the Club.

11.4.3        Any failure by the Clubat any time to have the minimum number of Officers as required by this Constitution does not limit or negate the authority of the Management Committee, or invalidate anything done by the Management Committee.

11.5          Meetings And Quorum

11.5.1        The Management Committee may meet together for the despatch of business, adjourn or otherwise regulate its meetings, as the Officers think fit, provided that they must meet as least 2 (two) times in each period of 12 (twelve) months, one meeting of which may coincide with the annual general meeting.

11.5.2        Additional meetings of the committee may be convened by the President or by any Officer. 

11.5.3        The authority of Management Committee to consider a matter other than at a meeting is not limited or restricted by this Constitution.

11.5.4        Oral or written notice of a meeting must be given by the secretary to each Officer at least 48 hours (or such other period as many be unanimously agreed on by the Officers) before the time appointed for the holding of the meeting.

11.5.5        Notice of a meeting must specify the general nature of the business to be transacted at the meeting.  Additional business may be transacted at the meeting, which business the Officers present at the meeting unanimously agree is to be transacted.

11.5.6        Any 3 (three)or at least 50% (fifty percent) of the Officers (where the total membership of the Management Committee is greater than 6 (six)), constitute a quorum for the transaction of the business of a meeting of the committee.

11.5.7        No business is to be transacted by the Management Committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to be dissolved.

11.6          Minutes of Management Committee Meetings

11.6.1        The Officers must ensure thatminutes of meetings are kept, reflecting, inter alia:

11.6.1.1          all appointments of Officers made by the Management Committee;

11.6.1.2          the names of the Officers present at each Management Committee meeting, and of any committee of Officers; and

11.6.1.3          all resolutions and proceedings at all meetings of the Club and the Officers, and of committees of Officers, and every Officer present at any Management Committee meeting or committee of directors must sign his name in a book to be kept for that purpose. The minutes of the meetings must be distributed at least 5 (five) days before the next meeting and will be confirmed as a true record of proceedings at the next meeting of Officers and signed by the President.

11.7          Delegation by Management Committee to sub-committee

11.7.1        The Management Committee may, in writing, delegate to one or more sub-committees (consisting of such Member or Members of the Club, or any other person, as the Management Committee deems fit) the exercise of such of the functions of the Management Committee which are specified in the instrument of appointment.

11.7.2        Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this Article has the same force and effect as it would have if it had been done or suffered by the Management Committee.

11.7.3        The Management Committee may, by instrument in writing, revoke wholly or in part any delegation under this Article.

11.7.4        A sub-committee may meet and adjourn, as it thinks proper.

11.8          Voting and decisions

11.8.1        Questions arising at a Management Committee meeting or of any sub-committee are to be determined by a majority of the votes.

11.8.2        Each Officer present at a Management Committee meeting or of any sub-committee appointed by the Management Committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

12.            MISCELLANEOUS

12.1          Services Of Notices

12.1.1        For the purpose of this Constitution, a notice may be served on or given to a person by:

12.1.1.1          delivering it to the person personally; or

12.1.1.2          sending it by pre-paid post to the address of the person; or

12.1.1.3          sending it by facsimile transmission, email or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

12.1.2        For the purpose of this Constitution, a notice is taken, unless the contrary is proved, to have been given or served:

12.1.2.1          in the case of a notice given or served personally, on the date on which it is received by the addressee; and

12.1.2.2          in the case of a notice sent by facsimile transmission, email or some other form of electronic transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

12.2          Disciplinary Action Against Member

12.2.1        Complaints received by the Management Committee of any misbehaviour of any Member that could bring the Clubor any of its objects as recorded in Article 4 hereof into disrepute, should be investigated and if found to be true, brought before a committee to be constituted for this purpose (hereinafter referred to as the "Disciplinary Committee").  At least 3 (three) persons, comprising of the President, vice-President and one other officer  must be present at such hearing.

12.2.2        The Member involved will be informed within 14 (fourteen) days of such an action to be taken, what the complaints are and where his/her presence should be required for a disciplinary hearing.

12.2.3        The Member subjected to a disciplinary hearing in accordance with this Article 12.2 shall be allowed to make use of representation at such hearings, which shall be communicated to such Member prior to the commencement of such hearing.