MIDLANDS

MIDLANDS

FOUR WHEEL DRIVE OF SOUTH AFRICA

MIDLANDS 4X4 CLUB CONSTITUTION – 20th January 2017

FOUR WHEEL DRIVE CLUB OF SOUTHERN AFRICA KZN- MIDLANDS

1. NAME AND LEGAL STATUS
1.1 The name of the Club is “FWD Club of SA KZN Midlands” referred to in this constitution as "The Club."
1.2 The Club is a juristic person, with perpetual succession, having all the powers in law of a juristic person,
together with such powers as may be specifically conferred on it by this constitution.
1.3 All legal proceedings by and against the Club may be brought and defended in the name of the Club. The
Chairman, and/or his/her nominated alternate shall have the power to institute or defend any such proceedings on
its behalf and in its name when authorised thereto by the Committee.
1.4 The liability of the Club and Committee members is expressly limited to the amount, if any, of their unpaid
subscriptions.

2. MAIN OBJECTIVES
The main objectives of the Club are to:
2.1 promote and maintain the right of Club members and other four wheel drive vehicle owners and users to enter
and enjoy private, public and State land, and to achieve this, to negotiate with national and local government,
other public authorities, and private landowners to facilitate entry to such areas, and to encourage the
development, improvement and maintenance of suitable areas, especially in close proximity to urban areas, in a
non-profit manner.
2.2 provide information, instruction and advice about four wheel drive vehicles and their use, and about any
related subjects to members, vehicle manufacturers, and other appropriate organisations;
2.3 provide a source of and clearing house for information and news about four wheel drive vehicles, camping,
touring, and any other related subjects;
2.4 provide a service to assist civil authorities and others in times of natural or man-made civil disaster or
emergency where four wheel drive vehicles may be useful or necessary, and to promote and maintain such
services on a regular basis;
2.5 maintain a conservation interest group. and provide such services to government, quasi-government, public
and private conservation bodies as may be appropriate, particularly where the use of four wheel drive vehicles
may be useful or necessary;
2.6 maintain and enforce a code of conduct for Club members: without limiting the general terms of the above, the
code of conduct may deal with standards of behaviour, the use of four wheel drive vehicles by members, driving
proficiency and courtesy, standards of equipment and environmental preservation;
2.7 encourage the participation in and development of off-road motor sport by its members, and to organise and
control off-road motor sport events;
2.8 maintain a positive public image of the Club, its members and its objectives through active participation in the
public media;
2.9 develop and maintain such other interest groups or services as may be appropriate to the attainment of any of
the objectives set out in this constitution.

3. ANCILLARY OBJECTIVES
In addition to the objectives set out in paragraph 2 above, the Club has whatever ancillary objectives may be
necessary to enable it to achieve its main objectives.

4. MEMBERSHIP
4.1 The Club and its branches shall consist of persons who have applied for membership on the prescribed form,
have paid the prescribed entrance fee and annual subscription, and have agreed to subscribe to, uphold, and be
bound by the objectives, rules and code of conduct of the Club.
4.2 Such membership shall include the spouse or partner of the main member and their dependent children
(Family membership). For the purposes of this Constitution, dependent child means an unmarried, non-self
supporting child of either spouse or partner, under the age of 21 years, and whose principal place of residence is
with the member signing the application form.
4.3 The Committee shall have the discretion to award Honorary Life Membership to anyone who, in the opinion of
the Committee is deserving of such membership in recognition for distinguished service to the Club.
4.4 The Committee may alter, delete, or create classes of membership from time to time, and may vary the terms
and conditions of membership as it may deem fit, provided that no such amendment may take effect until the
commencement of the next ensuing subscription year.
4.5 The Committee shall from time to time, but not more frequently than annually, determine the membership fees
to be paid annually and the entrance fees to be paid upon application to join the Club by each class of member.
4.6 The Committee shall have the power to amend, suspend, cancel or transfer any class of membership at any
time. Such power shall not be exercised arbitrarily, and any member affected thereby shall be given the
opportunity to be heard. The Committee shall not be required to make its reasons for any such decision public.
4.7 Annual subscriptions shall be payable on or before the first day of January each year. The Committee shall be
entitled to charge interest on overdue subscriptions, but any member whose subscriptions are more than three
months in arrears shall automatically cease to be a member, and may only be reinstated as such on payment of
the then current entrance and subscription fee, and with the express approval of the Committee.
4.8 Members are prohibited from selling their membership rights or any entitlement in terms thereof.
4.9 The committee shall have the power to suspend or cancel a member’s membership should the majority of the
committee members believe this to be necessary – the chairman shall have a deliberative vote and, if neccessary,
a casting vote.

5. MANAGEMENT OF THE CLUB
The administration, control and management of the affairs of the Club shall be vested in a Committee, constituted
in terms of 6.1 below.
The Committee shall be vested with all such powers as may be necessary or requisite to enable it to fulfil its task.
Without limiting such general powers, the Committee shall have the following additional powers:
5.1 to administer control and manage the affairs of the Club;
5.2 to open and operate accounts with any registered financial institution, to issue any negotiable instruments in
any form for the purposes of the Club, and to invest and reinvest funds of the Club as it may deem fit;
5.3 to borrow money not exceeding 75% of the value of the Club's then current assets on reasonable commercial
terms for the purposes of the Club;
5.4 subject to ratification by the members of the Club in special general meeting, for the purposes of the Club to
secure the borrowing of funds by the pledge or mortgage of the Club's moveable or immovable property, to
acquire or to sell, rent, hire, (or otherwise encumber or alienate any rights to) immovable property;
5.5 to frame such by-laws, rules and codes of conduct as may be necessary for the proper functioning of the Club;
5.6 to engage and remunerate administrative staff (including an administrative secretary) to assist in the
administration of the Club, either on a part-time or full time basis. No remuneration will be paid to any person
which is excessive, having regard to what is generally considered reasonable in the sector and in relation to
the service rendered nor may any remuneration be determined as a percentage of any amounts received or
accrued to the recreational club.
5.7 approve and admit branches of the Club.
5.8 to hold enquiries and to take disciplinary action against any member or branch of the Club for any infringement
of the objectives, rules, by-laws, and code of conduct of the Club;
5.9 to form such subcommittees as it may deem necessary, and to delegate to such sub-committees any of the
powers with which it is vested; and
5.10 to co-opt members of the Club to the Committee, either to fill casual vacancies on the Committee, or for the
purposes of any specific task or function; and
5.11 to form or permit the formation of special interest groups or sections of the Club, if the Committee is satisfied
that it is in the interests of the Club for such section to be formed.(In future referred to as “Section/s”.) The
Committee may require any Section to prepare and operate in accordance with rules of procedure or its own
constitution which shall be subject to, and may not be in conflict with, the provisions of this constitution.

6. COMPOSITION OF THE COMMITTEE AND THE ELECTION OF OFFICE BEARERS AND COMMITTEE
MEMBERS
6.1 The Committee shall consist of:
6.1.1 Five office bearers as follows: Chairman, Vice-Chairman, Events Co-ordinator, Meetings Secretary (referred
to in this constitution as "the Secretary") and Treasurer; and
6.1.2 up to four ordinary committee members;
6.1.3 ex officio members appointed in terms of 6.10 below; and
6.1.3 any members of the Club co-opted in terms of 5.10 above.
6.1.4 Office bearers and committee members shall be elected by the members at the Annual General Meeting of
the Club
6.1.5 No one may be elected to occupy more than one officer bearer position.
6.2 A Chairman must have served on the committee for at least one year in the previous five years before election
as Chairman.
6.3 All office bearers are elected to office for a period of two years, where after they may be elected to that
position for the ensuing two years provided that no office bearer remain in the same position for more than four
consecutive years, save by agreement at a club Annual General Meeting.
6.4 Ordinary committee members may be elected for a period of one year after which he/she may be re-elected.
6.5 No office bearer or committee member may remain on the committee for more than six consecutive years save
by agreement at a club Annual General Meeting.
6.6 The election of Office Bearers and Committee members shall be conducted by the Chairman, or any nonretiring
member of the Committee, or failing this by a person nominated by the Chairman.
6.7 Nominations for the Committee shall be signed by the proposer and a seconder, and by the nominee, and
must reach the Secretary (or any office bearer nominated by the Chairman) not less than seven days before the
date of the Annual General Meeting. In the event that fewer than five nominations are received seven days before
the AGM, the Committee shall be entitled to allow nominations to be made at the Annual General Meeting,
provided that no person may be nominated for the Committee unless his or her specific consent to the nomination
has been obtained.
6.8 The election of the Committee shall be by secret ballot.
6.9 The committee shall appoint from members of the Committee and the Club such standing committees and
sub-committees for special purposes as it may deem necessary.
6.10 The Chairman, manager, or other person responsible for the management of the affairs of each Section of
the Club (“Section Leader”) is automatically an ex officio member of the Committee. Such person shall hold office
on the Committee for so long as he or she is the Section Leader for that Section.
6.11 The Section Leader shall appoint a member of his section as his deputy to attend meetings of the Committee
in his stead whenever he is unavailable for any meeting, The Section Leader must ensure that his deputy is fully
conversant with the affairs of his Section, and is properly empowered by the Section to take decisions on its behalf
and to represent it at Committee meetings.

7. PROCEEDINGS OF THE COMMITTEE
7.1 The Committee shall meet whenever necessary, but not less than six times per year. The Secretary shall
ensure that at least ten days written (e-mail/ SMS) notice of each meeting is given to every member of the
Committee. The notice (e-mail) shall be accompanied by the agenda for the meeting, and a copy of the
minutes of the previous meeting. The Committee may dispense with this requirement or condone short notice of
any meeting.
7.2 A quorum shall consist of one half of the members of the Committee. Each member of the Committee shall
have one vote, and the Chairman shall have both a deliberative and a casting vote.
7.3 If a member of the Committee fails, without having obtained leave of absence, to attend three consecutive
meetings of the Committee of which proper notice has been given, he or she shall be deemed to have vacated his
or her seat and shall be so informed in writing by the Chairman. The Committee shall be entitled
to condone absence from meetings on good cause shown by the member, and may grant a member leave of
absence for a period not exceeding one year.
7.4 The committee may make a special resolution to suspend or expel a committee member from the committee
should that member’s behaviour, in the opinion of the other committee members, be considered significantly
disadvantageous to the workings of the committee or club. The committee member concerned shall be given
opportunity to be heard before the decision is made.
7.5 A special resolution of the Committee shall require a two thirds majority of the quorum present to adopt the
motion. All other decisions of the Committee shall be by simple majority.
7.6 The Chairman, or in his or her absence, the Vice-Chairman, shall preside at all meetings of the committee. If
both the Chairman and Vice-Chairman are absent, the members then present shall elect a chairman for the
meeting.

8. RECORDS AND ACCOUNTS
8.1 The financial year of the Club is from 1st January to 31st December of each year, or such other dates as the
members in Annual General Meeting may determine. Any reference to a year in this constitution means the
Club's financial year.
8.2 The Secretary shall ensure that proper minutes of all meetings of the Committee are maintained, and are kept
in a suitably accessible and secure form. Any member of the Committee shall be entitled to inspect such records
upon giving reasonable notice to the Secretary.
8.3 The Treasurer shall ensure that proper books and accounts of the business and affairs of the Club are kept in
accordance with generally accepted accounting practices applicable to a Club. Such books and records shall be
available for inspection by any member of the Committee upon giving reasonable notice to the Treasurer.
8.4 The Treasurer shall prepare and present to each Committee meeting financial reports in a form reasonably
required by the Committee. Such reports shall be made at least once each quarter.
8.5 The financial records of the Club shall be audited by an Accounting Officer at the end of each financial year.
The audited accounts shall be tabled and presented to the members at each Annual General Meeting.
8.6 The Section Leader of each Section of the Club shall (unless excused there from by the Chairman) report to
each Committee meeting on the affairs of the Section represented by him or her, and shall provide the Committee
with proper and regular financial reports in the form required by the Committee.
8.7 At least three persons who accept fiduciary responsibility for the club will not be connected persons in relation
to each other, and no single person directly or indirectly controls the decision making powers relating to such
organisation.
8.8 The recreational club is not or was not knowingly a party to, or does not knowingly permit or has not knowingly
have permitted itself to be used as part of any transaction, operation or scheme of which the sole or main purpose
is or was the recreation, postponement or avoidance of liability for any tax, duty or levy which, but for such
transaction, operation or scheme, would have been or would have become payable by any person under the
Income Tax Act or any other Act administered by the Commissioner for the South African Revenue Services.
8.9 The recreational club will submit the required returns for income tax together with the relevant supporting
documents.

9. AFFILIATION
9.1 The Club may admit as affiliates any other club, society or organisation having objectives essentially similar to
or commensurate with those of the Club, as expressed in this constitution. Such admission shall be on such
terms, including the payment of any affiliation fees, as the Committee may from time to time decide.
9.2 The Committee may decide by special resolution to apply for the affiliation of the Club to any other club,
society or organisation having objectives essentially similar to or commensurate with those of the Club, or if in the
opinion of the Committee, such affiliation will further the aims and objects of the Club.

10. ANNUAL GENERAL MEETING
10.1 The Annual General Meeting of the members of the Club shall be held no later than three months after the
end of the Club's financial year, at such time and place as the Committee may determine
10.2 Members shall be given not less than 21 (twenty one) days notice in writing of the Annual General Meeting.
The notice shall stipulate the time and venue of the meeting, and shall contain an agenda for the meeting. In
addition, the notice shall contain a list of all current Committee members, together with their retirement dates, and
in the case of retiring or co-opted members, whether they are available for re-election or election, as the case may
be.
10.3 The business of the Annual General Meeting shall be to:
10.3.1 adopt, with or without modification, the minutes of the previous Annual General Meeting;
10.3.2 receive and consider the Annual Report of the Chairman and Committee on the activities of the Club during
the preceding year;
10.3.3 consider and approve the audited financial statements for the preceding year;
10.3.4 consider any notices of motion submitted in writing to the Secretary not less than 14 (fourteen) days before
the meeting;
10.3.5 elect auditors for the next financial year. Any proposal to nominate alternative auditors shall be submitted in
writing to the Secretary not less than 14 (fourteen) days before the meeting;
10.3.6 transact any other business with the approval of the Chairman;
10.3.7 elect office bearers and members of the Committee.
10.4 The quorum for the Annual General Meeting shall be the number of members with full voting rights present at
the meeting, provided that the number of members present exceeds the number of members of the Committee
present. If a quorum is not present, the Committee shall adjourn the meeting for a period not exceeding 30 (thirty)
days, to such time and place as it may determine. The number of members present at such adjourned meeting
shall form a quorum.
10.5 The Chairman, or in his or her absence, the Vice-Chairman, shall preside at the Annual General Meeting. If
both the Chairman and Vice-Chairman are absent, the members then present shall elect a chairman from them for
the meeting.

11 SPECIAL GENERAL MEETING
11.1 A Special General Meeting of the Club may be called by a special resolution of the Committee, or by a
petition signed by not less than 25 (twenty five) members of the Club in good standing, with voting rights.
11.2 Within 14 (fourteen) days of the special resolution of the Committee, or receipt of the petition referred to
above, the Secretary shall convene a Special General Meeting on not less than 21 (twenty one) days written
notice. The notice shall state specifically the purpose of the meeting, and shall contain the terms of the resolutions
proposed for consideration at the meeting.
11.3 The provisions of clauses 11.4 and 11.5 shall apply to a Special General Meeting, mutatis mutandis.
11.4 Any resolution, except a resolution to annul or amend this constitution, or to dissolve the Club, shall be
decided by a simple majority.

12 AMENDMENT OF THE CONSTITUTION
This constitution may only be amended by a two thirds majority of the members of the Club present in a Special
General Meeting convened for that purpose in accordance with the provisions of clause 12.
A copy of all amendments to the constitution under which the recreational club as established, will be submitted to
the Commissioner of the South African Revenue Services.

13 DISSOLUTION OF THE CLUB
The Club may be dissolved by a two thirds majority of the members of the Club present in a Special General
Meeting convened for that purpose in accordance with the provisions of clause 12. The meeting shall decide on
the disposal of assets, provided that no assets may be distributed to the members of the Club. No surplus funds
will be directly or indirectly distributed to any person.
Section 30A(2)(iii) was amended by section 54(1)(b) of Act No.7 of 2010 of the Revenue Laws Amendment Act, to
state On dissolution of the recreational club the assets must be transferred to-
(i) Any other recreational club which has been approved by the Commissioner in terms of section 30A ofthe Act;
(ii) Any 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) of the Act.
(iii) Any institution, board or body which is exempt from tax under the provisions of section 10(1)(cA)(i),which has
as its sole or principal object the carrying on of any public benefit activity; or
(iv) The government of the Republic in the national, provincial or local sphere, contemplated in section n10(1)(a) of
the Income Tax Act.

14 VOTING RIGHTS
Each family membership whose subscriptions are not in arrears (members in good standing) has one vote.

15 ADOPTION AND RATIFICATION OF CONSTITUTION
This constitution may be adopted by a two third's majority of the members of the Club present at the Annual
General Meeting, provided that the notice convening the meeting also gave notice of the intention to present this
constitution for adoption and ratification. Once this constitution has been so adopted and ratified, it shall
supersede all previous constitutions of the Club, which shall thereupon become of no further force or effect.

16 VALIDATION OF PRIOR ACTS
16.1 Anything done by the Committee in good faith in terms of any previous constitution shall be deemed to have
been done in terms of this constitution. The adoption of this constitution by the Club members in Annual General
Meeting shall ratify any such act or acts, notwithstanding any defect, procedural or otherwise, in the performance
thereof.
16.2 Nothing done by the Committee in good faith shall be invalid merely because adequate or proper notice
thereof has not been given as required by this constitution. The members of the Club in Annual or Special General
Meeting shall have the power to rectify any prior act of the Committee, and in particular shall be
entitled to waive proper or adequate notice of any meeting.

17 SETTLEMENT OF DISPUTES
Any dispute as to the application or interpretation of this constitution shall be settled by resolution of the
Committee, whose decision on such matters shall be final and binding on all members.

18 COPIES OF CONSTITUTION
Each member of the Club shall be entitled to a copy of this constitution.

19 DATE OF CONSTITUTION
This constitution may be referred to as "Constitution of the FWDC SA KZN Midlands".
Club Constitution September 2009
Updated 14 January 2011
Updated 22 February 2011

Suggested 10th October 2016

 

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