ABC Constitution

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AFRICAN BASENJI CLUB - CONSTITUTION

INTERPRETATION.
Throughout this Constitution and in any Regulations framed under it, words importing the singular shall include the plural, words importing the masculine gender shall include the feminine and neuter genders and vice versa unless such interpretation is inconsistent with the context thereof.
NAME.
The name of the Club shall be AFRICAN BASENJI CLUB hereafter referred to as "the Club".
THE KENNEL UNION OF SOUTHERN AFRICA.
The Club shall conduct its business in accordance with the Constitution and Rules and Regulations of the Kennel Union of Southern Africa.
HEADQUARTERS AND ADDRESS OF CLUB.
The headquarters of the Club shall be in the Gauteng Province of South Africa.
OBJECTS.
The objects of the Club shall be:
1. to promote, encourage, foster and advance the responsible breeding, well-being of and interest in the Basenji breed of dogs;
2. to promote a better understanding and wider knowledge of Basenjis among people interested in the breed;
3. to observe and adhere to the Breed Standard of the Basenji breed of dog as adopted from time to time by the Kennel Union of Southern Africa:
4. to adhere to the Code of Ethics as adopted by the Club as well as the Code of Ethics as adopted by the Kennel Union of Southern Africa.,
5. to organise, hold and encourage participation in shows (including match meetings) in breed, obedience, lure coursing, jumping, working trials and other activities recognised by the Kennel Union of Southern Africa including training for any or all of these activities.
POWERS.
For the better attainment of its objects, the Club shall be empowered:
1. to collect, canvas for and to accept subscriptions, bequests, endowments and benefits of any nature for the Club, from any person or body or from any source whatsoever;
2. to invest the funds and assets of the Club in securities nominated by the Committee;
3. subject to the approval of a two-thirds majority of members with voting rights present at a General or Special General Meeting;
  1. to acquire or dispose of immovable property;
  2. to mortgage the immovable property of the Club and to mortgage or pledge the movable property of the Club;
  3. (iii) to create and issue debentures and to mortgage the immovable property of the Club to secure such debentures;
4. to offer prizes and trophies in connection with any of the Club's activities;
5. to arrange social functions for members and guests;
6. to design, register and issue any heraldic arms, badges or uniforms;
7. generally to perform all such acts as may be expedient or necessary to further the interests of the Club and objects for which it is formed;
8. buy, dispose of, rent, lease and / or hire movable property, goods and services required for the effective conduct of the Club's affairs or for the advancement of the interests of the Club's members.
TRADING AND INCOME.
The Club shall not engage in any activity or transaction which has as its object the financial gain of any person or persons or any institution other than the Club. The income and property of the Club shall be used solely for the purposes of the Club's objects.
TRUSTEE.
The Chairman of the Club for the time being shall be the Trustee of the Club in whom shall vest all movable and immovable property of the Club and who shall be entitled to sue and accept service in the name of the Club.
In handling the property of the Club and in dealing with legal issues the Trustee shall always act on behalf of the Club and in accordance with such directions given or decisions made from time to time by the Committee or passed by members in a General Meeting of the Club.
INDEMNITY.
All office bearers and members of the Club shall be indemnified by the Club in respect of any liability incurred while acting on behalf of the Club, provided they acted in accordance with directions given or decisions made from time to time by the Committee or passed by members in a General Meeting of the Club.
MEMBERSHIP.
1. Membership shall be open to any person who is not disqualified or suspended by the Kennel Union of Southern Africa.
2. There shall be five classes of membership viz.:
  1. Ordinary Members being persons over 18 years of age who are not otherwise defined in this section. An ordinary member shall be entitled to vote at all General Meetings of the Club.
  2. Family Members being two persons over 18 years of age who reside at the same residential address. Family members shall each be entitled to vote at all General Meetings of the Club.
  3. Junior members may participate in the discussion on any matter before the Club, but shall not be entitled to vote thereon.
  4. Life Members being persons who have paid the relative entrance fee and subscription, provided that if an ordinary or family member decides to become a life member he shall not be required to pay an entrance fee. Life members shall be entitled to vote as ordinary members.
  5. Honorary Life Members being persons considered worthy of special recognition for services to the Club, to Basenji affairs or for an outstanding achievement in connection with Basenjis.
    Honorary Life Members may be elected at an any Annual General Meeting. Nominations, proposed and seconded, must be received in writing by the Secretary not less than 30 (thirty) days prior to the date of the Annual General Meeting. The decision as to whether the proposals are accepted or not shall rest with the Committee. If accepted their names shall appear on the Agenda for the Annual General Meeting and they must be elected by a majority of two-thirds of those present. They will not be subject to retirement.
    
    An Honorary Life Member shall enjoy full privileges of membership of the Club, free of entrance fee and subscription and shall be entitled to vote as an ordinary member.
3. The liability of each member shall be limited to the amount of the annual subscription.
APPLICATION FOR MEMBERSHIP.
1. Application for membership shall be made in writing on the form prescribed from time to time and shall be considered by the Committee at its first meeting after the receipt of the application and until acceptance by the Committee has been conveyed to the applicant he shall have no voting rights.
2. The Committee shall have complete and absolute discretion to accept, refuse or refer any application without having to disclose any reason for its decision.
LAPSING OF MEMBERSHIP.
Membership will lapse:
1. Upon failure to pay entry fees and initial subscription within 30 (thirty) days of the date on which they become due;
2. Upon failure to pay a renewal subscription within 60 (sixty) days of the date on which it became due;
3. Upon receipt by the Secretary of written notice of resignation. All fees, subscriptions and other monies due prior to the date of receipt of the notice of resignation shall remain due and payable;
4. Upon the death of a member;
5. Upon the event of any member, being convicted of any offence and sentenced to imprisonment without the option of a fine or being convicted of any offence relating to cruelty towards or neglect of an animal;
6. Upon the member being disqualified or suspended by the Kennel Union of Southern Africa.
REPRIMAND, EXPULSION OR SUSPENSION OF A MEMBER.
1. Whenever by majority vote of the whole number of its members, the Committee is of the opinion that the behaviour or conduct of a member has been harmful, prejudicial or injurious to the objects, interests, good order or character of the Club or of the Kennel Union of Southern Africa, the Committee shall have the power to:
  1. reprimand such member in writing;
  2. suspend such member from all privileges of membership for a period not exceeding six months in cases where in the opinion of the Committee, his conduct was not sufficiently serious to justify expulsion. A member who has been suspended shall not be entitled to the refund of any fee or subscriptions paid or due by him;
  3. expel such member who shall thereupon be debarred from all privileges of the Club.
2. Before deciding to expel or suspend a member, such member shall be afforded full opportunity to explain his conduct to the Committee.
3. A member who has been suspended or expelled shall have the right to appeal against his suspension or expulsion to the members of the Club in a Special General Meeting.
  Such appeal must be lodged within 30 (thirty) days of the receipt of notification of such suspension or expulsion with the Chairman or Secretary who shall take immediate steps to convene the Special General Meeting.
  
  At this meeting the case against the member shall be put by one member of the Committee on behalf of the Committee, and the member shall be given an equal opportunity to defend himself
  
  To reverse the Committee's decision will require a two-thirds majority of members with voting rights present. The vote shall be taken by ballot.
SUBSCRIPTIONS.
1. Entrance fees and subscriptions payable by the various categories of members shall be as determined from time to time by the Committee and may include special subscriptions from members.
2. Subscriptions shall be for one year from:
  1. 1 March each year, provided that for members joining on or after 1 September the subscription shall be halved for that year only and shall be due on that date.
3. Renewal subscriptions shall be due and payable on:
  1. 1 March each year.
PATRON, PRESIDENT AND HONORARY VICE-PRESIDENTS.
1. The Officials of the Club shall consist of.
  1. Patron;
  2. President;
  3. Honorary Vice-Presidents;
    who may be elected at any Annual General Meeting.
2. Nominations for Officials, proposed and seconded, must be received in writing by the Secretary not less than 30 (thirty) days prior to the date of the Annual General Meeting. The decision as to whether the proposals are accepted or not shall rest with the Committee. If accepted their names shall appear on the Agenda for the Annual General Meeting and they must be elected by a majority of two-thirds of those present.
3. The Officials shall hold office at the members' pleasure and may not serve on the Committee while holding office.
4. The Patron, President and Honorary Vice-Presidents may take part in any General Meeting of the Club and the President may also attend any meetings of the Committee and participate in the discussions thereat but these offices shall not, per se, carry any entitlement to vote.
A. MANAGEMENT COMMITTEE.
1. The management and control of the Club shall be vested in a Committee consisting of 7 (seven) Committee members all of whom shall:
  1. be ordinary or family members of the Club;
  2. be not less than 18 (eighteen) years of age;
  3. be elected at an Annual General Meeting;
  4. hold office as hereinafter provided.
2. At its first meeting, which shall be held within seven days of the Annual General Meeting at which it was elected, the Committee shall:
  1. from among its number elect a Chairman and a Deputy Chairman;
  2. not necessarily from amongst its number, appoint an Honorary Secretary and an Honorary Treasurer who may be one and the same person.

B. TERMS OF OFFICE.
1. The Committee elected at the first Annual General Meeting held under this Constitution, shall at its first meeting, determine by lot which four members of the Committee shall retire from office at the end of the next ensuing Annual General Meeting. The following year, the remaining members shall retire and so on in rotation.
  Except for the Committee members thus chosen to serve for one year only, all Committee members shall be elected to serve for a term of two years.
  
  All Committee members upon conclusion of their term of office may offer themselves for re-election provided they remain otherwise eligible.
2. The office of Chairman, Deputy Chairman, Honorary Secretary and Honorary Treasurer shall be held from the date of appointment thereto until the close of the next Annual General Meeting.

C. VACANCIES.

A Committee member's seat shall fall vacant if such member:
1. dies - from the date of his death;
2. resigns - from the date of such resignation;
3. otherwise ceases to be a member of the Club - from the date his membership ceases;
4. fails to attend three consecutive meetings of the Committee without the permission of the Committee - from the day following the date of the third meeting he had failed to attend.
The Committee may appoint a member of the Club to fill any vacancy arising in terms of sub-section (a) above and such member shall hold office for the remainder of the term of office of the Committee member he has replaced.

POWERS OF COMMITTEE.

The Committee shall have full power and authority to carry out all or any of the Objects of the Club save where such powers are expressly reserved for a General Meeting.
In particular but without prejudice to this general authority, the Committee shall have the power and authority:
1. to make, vary and repeal regulations for the better conduct of the Club:
2. to appoint such sub-committees as may be found necessary for the efficient administration of the Club for any special purpose and to delegate thereto such of its powers as it may deem desirable. Subcommittees shall report back to the Committee;
3. to co-opt any person in an advisory capacity, such co-opted person having no power to vote:
4. to supervise the financial affairs of the Club;
5. to seek the views of members upon any matters by means of a questionnaire or referendum;

DUTIES OF OFFICERS.

CHAIRMAN AND DEPUTY CHAIRMAN.
1. It shall be the duty of the Chairman and Deputy Chairman to further the interests and prestige of the Club at all times and to ensure that the provisions of this Constitution and any regulations framed thereunder are complied with and that all decisions of the Club are carried into effect.
2. The Chairman shall preside at all meetings of the Club and of the Committee, and in his absence the Deputy Chairman, if present, shall preside. If the Chairman and the Deputy Chairman are both absent, the members present shall appoint from among their number, a member to preside at such a meeting and the person so appointed shall have and exercise the powers and functions which could have been exercised by the Chairman if he were present.
3. The Chairman shall, at the Annual General Meeting, report on the activities of the Club during the past year.
HONORARY SECRETARY.
It shall be the duty of the Honorary Secretary:
1. to attend all general meetings of the Club and all meetings of the Committee and to maintain correct records of the proceedings and decisions taken thereat. In the event of the Honorary Secretary being unable to be present at any meeting he shall ensure that the minute books, correspondence etc., required at the meeting are handed to the Chairman prior to the meeting. In such event, the meeting shall nominate one of its members to act as Secretary at the meeting;
2. subject to the control of the Committee, to receive and conduct the correspondence of the Club;
3. to ensure all notices required by this Constitution are properly given;
4. to maintain an up-to-date register of members and their addresses.
HONORARY TREASURER.
It shall be the duty of the Honorary Treasurer
1. to attend all general meetings of the Club and all meetings of the Committee. In the event of the Honorary Treasurer being unable to be present at any meeting he shall ensure that the financial books, statements etc., required at the meeting are handed to the Chairman prior to the meeting. In such event, it shall be the duty of the Honorary Secretary to inform the Treasurer of all decisions taken at the meeting:
2. to maintain proper books of account reflecting the Club's financial transactions and financial position of the Club;
3. subject to the control of the Committee, to administer the financial affairs of the Club;
4. to collect and bank expeditiously all monies owing to the Club and to disburse monies due by the Club without undue delay;
5. to prepare the financial statements of the past year for presentation at the Annual General Meeting.
AUDITOR.
1. At each General Meeting an Auditor who may not necessarily be a member, but shall hold adequate experience to discharge his duties, shall be elected. He shall audit the books of account, verify the assets of the Club and report thereon prior to the Annual General Meeting.
2. No member of the Committee shall be eligible for appointment as auditor.
OTHER OFFICERS.
The duties of any other officers appointed by the Club or the Committee shall be laid down by the appointing body.

FINANCIAL YEAR.

The financial year of the Club shall run from 1 March to 28 / 29 February.
No persons other than a person acting within the limits of any authority conferred upon him by this Constitution or by a Committee, shall have the authority to give receipt for money or otherwise to enter into contract or arrangement having the effect of imposing any liability on the Club or in any other way pledge the credit of the Club.
The books of account in terms of section 18 C of this Constitution shall be open at all times to the inspection of any member of the Committee.

MEETINGS.

ANNUAL GENERAL MEETING.
1. The Annual General Meeting shall be held not later than three months after the close of the Club's financial year on a date and at a time and place to be determined by the Committee.
2. It shall be competent for any member to request that an item other than a proposal to amend, alter or add to the Constitution, be placed on the Agenda, provided that such request is in the hands of the Honorary Secretary not later than one calendar month after close of the Club's financial year.
3. Notice stating date, time and place of the Annual General Meeting shall be posted to the members not less than 14 (fourteen) days prior to the date of such meeting.
4. The Agenda for such meeting, which shall include the following items, shall be posted to the members not less than 1 0 (ten) days prior to the date of such meeting:
  Notice convening the meeting.
  Minutes of the Previous Annual General Meeting and Minutes from any Special General Meeting held since then.
  Matters Arising from the Minutes.
  Chairman's Report for the Year.
  Audited Financial Report.
  Matters Submitted by the Committee.
  Matters Submitted by the Members.
  Election of Officials.
  Election of Committee.
SPECIAL GENERAL MEETING.
1. Special General Meetings shall be called:
  1. by direction of the Committee;
  2. when required to consider any matter in terms of this Constitution;
  3. on a requisition (stating clearly, in detail, the purpose of the meeting), signed by not less than 10 (ten) members.
2. Notice stating date, time and place of the General Meeting and setting out the business to be transacted thereat, shall be posted to the members not less than 14 (fourteen) days prior to the date of such meeting.
3. A Special General Meeting required or requisitioned in terms of subsection (i) (b) or (c) above, shall be convened within 6 (six) weeks of the receipt by the Honorary Secretary of such requisition or of the information making such Special Meeting necessary.
4. No business except that stated in the Notice Convening the Meeting may be transacted at any Special General Meeting.
COMMITTEE MEETINGS.
1. The Committee shall meet for the despatch of business as often as is necessary but not less than once every six (6) months, provided that the Secretary shall convene a meeting of the Committee immediately on receipt of a written request signed by at least five members of the Committee and setting out in full the purpose of the meeting.
2. Not less than 7 (seven) days' notice of all meetings of the Committee shall be given unless otherwise agreed to by the Committee members.
NON-RECEIPT OF NOTICES.
The non-receipt by a member of a notice convening any meeting of the Club or Committee shall not vitiate the proceedings of such meeting.

QUORUMS AT MEETINGS.

Except where elsewhere provided, the quorum at any:
1. Annual or Special General Meeting shall be 10 (ten) members with voting rights,
2. Committee - 5 (five) Committee members.
If at the expiration of 20 (twenty) minutes after the scheduled time of commencement of the meeting a quorum is not present, the meeting shall:
1. if it is a Special General Meeting called at the requisition of members - be abandoned;
2. in all other cases those members with voting rights present shall constitute a quorum and shall proceed with the business of the meeting.

VOTING.

At all general meetings of the club,every member vested with a vote in terms of section 10 shall be entitled to one vote.
Matters before such meetings shall be decided by a simple majority of the votes of those present and voting except where a specific majority is required in terms of this Constitution, or unless three or more voting members demand that such voting be conducted by ballot.

If a ballot is so demanded it shall be by a secret vote. The result of the ballot shall be deemed to be a decision of the meeting at which the ballot was requested.
At Committee meetings, each Committee member shall have one vote. Matters before the Committee shall be decided upon by a simple majority of the votes of those present.
At all meetings of the Club or the Committee, the Chairman of the meeting shall, in the event of an equal number of votes cast for and against a motion, have a casting vote in addition to his deliberative vote.

AMENDMENT OF THE CONSTITUTION.

No alteration, amendment or addition to this Constitution shall:
1. be made except at a Special General Meeting properly convened and then only if not less than two-thirds of the members with voting rights who are present vote in favour thereof;
A proposal to alter, amend or add to this Constitution may be submitted only:
1. by the Committee,
2. by a requisition addressed to the Secretary signed by not less than 20 (twenty) members.
Notwithstanding section (b) above, any member with voting rights may propose an amendment, alteration or addition to this Constitution by submitting such proposal in writing and fully motivating such proposal, to the Secretary, who shall lay such proposal before the next meeting of the Committee.
The Committee shall have the discretion to determine whether or not the proposal will be submitted to a General meeting.

DISSOLUTION OF THE CLUB.

Any proposal to dissolve the Club shall only be considered at a Special General Meeting convened for this purpose, and then only in terms of this section.

No proposal to dissolve the Club shall be considered unless there are present not less than two-thirds of the members with voting rights of the Club at the time of such proposal, of whom not less than three-quarters vote in favour of such proposal.

Immediately a decision to dissolve the Club has been taken in terms of this section, the Trustee shall forthwith liquidate the affairs of the Club and if there is a surplus of assets on realisation, such surplus shall be disposed of to another body or bodies of similar interests in the manner prescribed by the Special General Meeting at which the decision to dissolve the Club was taken.

A proposal to merge with any other Club or body shall be dealt with in the same manner as a proposal to dissolve the Club and the terms of such merger shall be approved at the Special General Meeting convened to consider the proposal to merge.

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