(AS AMENDED AT A MEETING OF MEMBERS HELD ON 2 SEPTEMBER 2010 HELD AT THE MTN SCIENCENTRE AUDITORIUM, CANAL WALK)
This constitution is a legal document and copyright is reserved.
The name of the association shall be the PEDAL POWER ASSOCIATION (PPA) hereinafter referred to as “the association”.
2. LEGAL PERSONALITY
The association shall be a corporate body having a separate legal persona with perpetual succession capable of owning both movable and immovable property in it’s own name and with the right to sue or be sued in it’s own name. The income and property of the association whencesoever derived shall be applied solely towards the promotion of the objects of the association as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly to any members of the association, provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer or employee of the association or to any member thereof in return for any services actually rendered to the association.
3. OBJECTS AND POWERS
The association shall have full powers to carry out it’s main and ancillary objects and purposes. The powers of the association shall be exercised by the committee constituted in terms of clause 4 below save to the extent that they are exercised by the members in general meeting.
The main purpose and object of the association is to promote cycling and the interests of cyclists. Without limiting the generality of the aforegoing, the association shall have the following ancillary objectives:
(a) to be a representative body for the furtherance of the interests of cyclists;
(b) to promote cycling as a recreational activity, a sport and as a means of transportation;
(c) to improve conditions for cyclists with particular regard to their safety;
(d) to arrange and organise cycle tours, fun rides and outings;
(e) to co-ordinate cycle tours, fun rides and outings organised by other bodies and to assist them in their efforts;
(f) to establish contact and liaise with and where appropriate affiliate with other organisations having similar or alike interests and objectives.
4.1.1 The committee shall consist of 12 (TWELVE) members, including:
(a) a Chairman;
(b) a Vice-Chairman;
(c) a Treasurer;
(d) 9 (NINE) other members.
[Paragraph 4.1.1 replaced, as approved at the AGM on 2 September 2010]
4.1.2 The office bearers of the committee shall be decided upon and elected by the new committee and not by the A.G.M.
4.1.3 No person may be an Executive Committee member in the event that his/her spouse or any other immediate family member is employed by the Association on a full-time or part-time basis and in any capacity whatsoever. This clause shall not preclude the Association from paying an Honorarium to any spouse or immediate family member who performs voluntary work for the Association on a casual basis at any time.
4.1.4 The Executive Committee may resolve that an Executive Committee member shall be entitled to:
126.96.36.199 payment of an annual honorarium in such amount as the Committee may recommend and the Annual General Meeting may adopt; and/or
188.8.131.52 payment of out-of-pocket expenses or other disbursements in such amounts as the Committee may, from time to time, determine; and/or
184.108.40.206 payment in good faith of remuneration for services rendered to or on behalf of the Association (apart from those services ordinarily expected of a Committee member) in such amounts as the Committee from time to time may determine or agree to.
4.1.5 All Committee members shall annually and not later than the first meeting after their election to office in any year, in writing, declare any commercial or other conflicts of interests which they may have with the Association, in such form as the Committee, from time to time, may stipulate. Nothing herein contained shall preclude anyone from being a member of the Committee, notwithstanding that he or she may have conflicts of interest with the Association, provided that the person concerned declares such conflicts and the Committee is nonetheless satisfied that the Association is not substantially prejudiced thereby and provided further that the member concerned shall recuse himself/herself from all voting in regard to all issues in which he or she may have a conflict of interests.
4.2 Election at Annual General Meeting
Committee members shall be elected as follows at the Annual General Meeting and shall, subject tot the provisions herein contained, remain in office until the AGM two years after the election of each member:
4.2.1 One half of the committee members shall be elected in even years and the other half of the committee members shall be elected in odd years. Each committee member shall serve for a period of two years from his/her election until the AGM two years after the election.
4.2.2 At the first AGM after the adoption of the amendment of clause 4.2, one half of the committee members shall be elected for one year and the other half for two years.
4.2.3 In the event that a vacancy of a committee member occurs due to resignation, disqualification or death, the period of co-option shall be for the remaining portion of the two year period to which the former committee member in respect of whom the vacancy occurred, was elected.
Nominations of candidates for election to the committee at any meeting shall be in writing, signed by a member and accompanied by the written consent of the candidate nominated, so as to be received at the domicilium of the association not later than 5 (FIVE) days before the meeting; provided that notwithstanding the aforegoing the Chairman of such meeting may in his sole discretion allow any nominee to consent to his/her nomination at the meeting itself if in his opinion there are special grounds therefore.
[Paragraph 4.2 replaced, as approved at the AGM on 23 August 2006]
4.3 Only members of the association in good standing may be elected to the committee.
4.4 The committee may fill any vacancy in their number or co-opt any other additional member/s, provided that the number of other additional members shall not exceed 10 (TEN). Any member so co-opted shall hold office until the next A.G.M. when he shall retire and be eligible for re-election as though he had been elected at the previous A.G.M.
4.5 Vacation of office
A member shall cease to hold office as a committee member if:
4.5.1 by notice in writing he resigns his office;
4.5.2 he is or becomes of unsound mind or surrenders his estate as insolvent;
4.5.3 he is convicted of an offence which involves dishonesty;
4.5.4 he absents himself from 3 (THREE) consecutive meetings of the committee without special leave of absence from it;
4.5.5 by resolution of a general meeting of the association he is removed from his office.
4.6 Committee meetings and procedures thereat
4.6.1 The committee shall meet at such time and place as shall be decided by it from time to time provided that it shall meet at least once every 3 (THREE) calendar months. Notice, either oral or written, shall be given to all committee members as are within the Republic of any proposed meeting. Special meetings of the committee may be called by the Chairman or in his absence, the Vice-Chairman.
4.6.2 3 (THREE) committee members may at any time convene a meeting of the committee by giving notice to the other committee members in writing and not less than 10 (TEN) days before the proposed meeting, which notice shall specify the reason for calling such a meeting; provided that in cases of emergency such shorter notice as is reasonable in the circumstances may be given.
4.6.3 Not less than half of the members of the committee shall constitute a quorum at any meeting. If a quorum is not present within 30 (THIRTY) minutes of the appointed time, such meeting shall stand adjourned to the same day of the following week at the same time. If thereafter the number of members falls below the number necessary to form a quorum, the remaining members may continue to act but only for the purpose of convening a general meeting of members.
4.6.4 If the Chairman vacates his office or is removed therefrom by members at a general meeting, then the Vice-Chairman shall automatically become the chairman and he shall hold office for the remaining period in respect of which the first mentioned Chairman was elected. The committee shall then elect a new Vice-Chairman at the meeting following immediately upon the vacation of office by the former Chairman.
4.6.5 All matters at any committee meeting shall be determined by a majority of those present and voting. In the event of an equality of votes, the Chairman of any meeting shall have a casting as well as a deliberative vote.
4.6.6 The committee shall keep minutes of its meetings.
4.6.7 The committee may make decisions by way of telephone, e-mail or other means of communication. The procedure for making such decisions shall be determined by the committee.
[Paragraph 4.6.7 inserted; as approved at the AGM on 23 August 2006]
4.7 Powers of the committee
The management and administration of the association shall vest in the committee which may exercise all such powers of the association and do on behalf of the association, all such acts as may be exercised and done by the association itself and as are not by it’s constitution required to be exercised or done by the association in general meeting. Without in any way limiting the generality of the aforegoing, such powers shall include but not be limited to, the following:
4.7.1 generally to deal with the property and funds of the association for the objects and purposes of the association;
4.7.2 to operate banking accounts with all powers required by such operations;
4.7.3 the making of and entering into and carrying out of contracts or agreements for any of the purposes of the association;
4.7.4 the employment and payment of agents, servants and any other parties;
4.7.5 the making, amendment and repeal of rules, regulations and by-laws which shall be binding upon members and on all persons participating in an event organized or sanctioned by the association as if they form part of this constitution;
[Paragraph 4.7.5 amended, as approved at a general meeting of members on 23 April 2007]
4.7.6 the levying of a subscription payable by members as provided in clause 5 hereof;
4.7.7 the investment and re-investment of monies of the association not immediately required, in such manner as may from time to time be determined by the committee;
4.7.8 to buy, sell, let or hire, exchange, transfer, receive by way of donation or otherwise movable and immovable property including debentures, stocks and shares; and to invest the funds in government or municipal stock, mortgage bonds, on fixed deposit or otherwise in banks, building societies or like financial institutions; to borrow money on the security of immovable property and pass mortgage bonds on the same;
4.7.9 to institute and defend legal proceedings on behalf of the association in the name of the association and for that purpose to sign and execute any necessary Powers of Attorney;
4.7.10 to form sub-committees and to delegate such powers to such committees as it may deem necessary
[Paragraph 4.7.10 replaced as approved at the AGM on 23 August 2006.]
4.7.11 Disciplinary sub-committee
220.127.116.11 The committee shall form a disciplinary sub-committee.
18.104.22.168 The disciplinary sub-committee shall consist of three members, of which at least two members shall be members of the general committee. The third member shall be either a member of the association or an advocate or an attorney.
22.214.171.124 The composition of the disciplinary sub-committee for the purpose of holding a hearing shall be appointed by the committee member charged with discipline after consultation with the Chairman and/or the Vice Chairman. The committee member charged with discipline may appoint himself to the disciplinary sub-committee for the purpose of holding a hearing.
126.96.36.199 The disciplinary sub-committee shall have the power to:
(a) frame, enquire into and decide on charges against members and persons participating in events organized or sanctioned by the association (hereafter referred to as “event” or “events”);
[Paragraph 188.8.131.52(a) replaced as approved at a general meeting of members on 23 April 2007]
(b) consider whether a member or other person participating in an event is guilty of:
1. a breach of the provisions of this constitution or the by-laws or regulations or rules made hereunder;
2. conduct pre-judicial to the interests or reputation of the association;
3. non-payment within one month of the imposition of a fine imposed by the sub-committee
4. conduct unbecoming a lady or a gentleman at an event referred to in clause 184.108.40.206(a) or a cycling event or a place associated with the association.
[Paragraph 220.127.116.11(b) replaced as approved at a general meeting of members on 23 April 2007]
(c) Make decisions on a balance of probabilities.
(d) Determine what evidence to admit at a hearing, including evidence that would not be normally be admissible in a court and to consider what weight to attach to such evidence.
(e) Impose a sanction or sanctions including disqualification from an event, a reprimand, impose a fine of up to R5 000, suspend the membership of a member or expel a member or any combination of the sanctions mentioned that are not inconsistent with each other, and shall consider the extent to which such sanction shall be published.
[Paragraph 18.104.22.168(e) replaced as approved at a general meeting of members on 23 April 2007]
22.214.171.124 A member or other person who has been sanctioned shall have the right to have the decision and sanction of the disciplinary sub-committee reviewed by the committee. In the event that new evidence is submitted on review an explanation must be furnished as to why such evidence was not placed before the disciplinary sub-committee at the time of the hearing. All submission on review shall be in writing and shall be submitted within seven calendar days of the decision taken on review. A copy of such submissions shall be provided to the disciplinary sub-committee for comment.
126.96.36.199 The committee may confirm or alter the decision alter the disciplinary sub-committee and impose any sanction as set out above, whether or not more severe. The committee shall not interfere with the decision of the disciplinary sub-committee unless it has carefully considered any reasons stated by the disciplinary sub-committee.
188.8.131.52 Any members of the committee that served on the disciplinary sub-committee shall not by virtue of that alone be disqualified from participating in the discussion and decision of the committee when review the decision.
184.108.40.206 A person against whom charges is being considered or has been sanctioned shall not be entitled to legal or lay representation at any hearing or the review of a hearing, unless the chairman of the applicable tribunal so rules.
[Paragraph 4.7.11 inserted as approved at the AGM on 23 August 2006]
4.8 Summary disqualification
Any person who participates an event referred to in clause 220.127.116.11 may be sanctioned by being summarily disqualified from that event without a hearing by any person appointed by the committee.
[Paragraph 4.8 inserted; as approved at a general meeting of members on 23 April 2007]
4.9 To make rules, regulations and by-laws not inconsistent with this constitution to govern its activities and events, including rules for the conduct of events referred to in clause 18.104.22.168.
[Paragraph 4.9 inserted; as approved at a general meeting of members on 23 April 2007]
No committee member shall be liable to the association or to any member thereof, or to any other person whomsoever for any act or omission by himself, by the association or by it’s servants or agents. All committee members shall be indemnified by the association against any loss or damage suffered by him in consequence of any purported liability, provided that such member has, upon the basis of information known to him, or which reasonably should have been known to him, acted in good faith and without gross negligence.
[Clause 4A renumbered, as approved at a general meeting of members on 23 April 2007]
5.1 A member of the Association may, subject to that which is set out elsewhere in this Constitution, be either a natural person or an artificial legal entity, recognised at law (“artificial persona”).
5.2 An application for membership shall be made, in writing, in the form prescribed by the Committee from time to time and addressed to The Secretary of the Association. All applications shall be considered and decided by the Committee which may, in its absolute discretion, refuse an application for membership and need not state the grounds for such refusal, subject always to the applicant’s rights not to be unlawfully discriminated against, as provided for in terms of the Constitution of the Republic of South Africa (“CRSA”). The Committee shall have the right to delegate the powers herein provided for, to one or more persons, in the Committee’s discretion.
5.2 The membership of a member shall:
5.3.1 endure for 1 (ONE) calendar year from the date of joining in all cases where the Committee has not determined a renewal date in terms of clause 5.4 below;and
5.3.2. endure until the forthcoming renewal date, in the event of the Committee having determined a renewal date in terms of clause 5.4 below;
provided that, in either case, such membership may be automatically renewed annually, subject to payment by the member of the annual membership fee as determined in accordance with this Constitution, by not later than 30 (THIRTY) days after the member’s annual membership falls due for renewal.
5.3 The Committee shall have the right, at any time and from time to time, to determine a date upon which the membership of all members shall terminate, subject to rights of renewal as more fully set out in clause 5.3 above (herein referred to as “the renewal date”). Where the Committee has determined a renewal date, then:
5.4.1 all existing members at the time, shall be entitled to a pro rata refund of membership fee for the year in question, which entitlement shall accrue on the forthcoming renewal date and be applied automatically in reduction of the member’s membership fee for the immediately following year unless the member ceases to be a member, in which event the member shall be entitled to a refund of the sum in question, on written request; and
5.4.2 members who join after determination of a renewal date, shall pay a reduced membership fee for the year in which they first join, calculated, pro rata, in the same ratio as the number of days remaining to the forthcoming renewal date bears to a full year.
5.5 Each member shall receive a membership card, valid for the member’s period of membership and the Association shall keep and maintain a register of members.
5.6 Membership fees shall be determined by the Committee from time to time and any changes shall, in the case of existing members, be applicable from the date of the forthcoming renewal of membership.
5.7 Pursuant to the provisions of clause 4.7.10 above and subject to the provisions of the CRSA, the Committee shall have the right to reprimand, fine, suspend or expel any member or refuse to renew any membership, without stating its reasons therefor.
5.8 The Committee shall have the right, at any time and from time to time, to admit Honorary and/or Life Members of the Association, upon such terms and conditions as it may stipulate and the membership of Honorary or Life Members appointed prior to the 2004 Annual General Meeting are hereby ratified.
5.9 The membership of members which are artificial personae shall be subject not only to the terms and conditions stated in this Constitution but to such additional terms and conditions as the Committee may resolve, from time to time, provided that under no circumstances shall any such member have more than 1 (ONE) vote for the purposes of voting at meetings of the Association.
6. MEETINGS OF THE ASSOCIATION AND VOTING
6.1 Annual general meetings of members shall be held once in every year at such time and place as may be determined by the committee provided that such A.G.M.s shall be held within 3 (THREE) months after the end of each financial year. The business to be done at the annual general meeting shall include:
6.1.1 the receipt of a report on the financial and other affairs of the association;
6.1.2 the adoption of the minutes of the previous annual general meeting;
6.1.3 the adoption of the association’s balance sheet and accounts;
6.1.4 the consideration of any resolutions concerning the affairs of the association of which due notice has been given;
6.1.6 the election of members to the committee.
6.2 Ordinary General Meetings
The committee may call an ordinary general meeting of members whenever it thinks fit. Ordinary general meetings may also be called upon the written request of not less that 50 (FIFTY) members or from at least 10% (TEN PERCENT) of all members if the total membership is less than 500 (FIVE HUNDRED).
An ordinary general meeting shall have power to raise, discuss and decide only such specific matters as have been set out for consideration in the notice of the meeting.
6.3 Notice of Meetings
6.3.1 An A.G.M. shall be convened on not less than 21 (TWENTY ONE) days’ notice in writing. An ordinary general meeting shall be called by not less than 14 (FOURTEEN) days’ notice in writing. Such notice in writing may be sent by electronic mail, provided that any member may request in writing that such notice be sent to him or her by ordinary mail, in which case it shall be so done.
[Sentence inserted, as approved at the AGM on 23 August 2006]
6.3.2 Notices calling A.G.M.s shall be inclusive of the day on which it is given and shall specify the place, the day and the hour of the meeting and, the general nature of the matter to be discussed provided that any meeting shall, not withstanding that it is called by shorter notice than that specified, be deemed to have been correctly called if it is so agreed by 90% (NINETY PERCENT) of the members present.
A quorum for the A.G.M or O.G.M. shall be 50 (FIFTY) members or 10% (TEN PERCENT) of all members if the total membership of the association is less than 500 (FIVE HUNDRED).
If within a half hour from the time appointed for the holding of a meeting, a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved.
In any other case, it shall stand adjourned to a place, time and day decided upon by the committee at the meeting to be adjourned and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum.
The chairman and failing him the Vice-Chairman of the committee shall preside at every general meeting but if there is no such Chairman or Vice-Chairman present then the members present shall choose a Chairman from the members of the committee or failing any of them then from some member present.
At all general meetings, resolutions put to the vote, save for resolutions for the election of a member to the committee or his removal therefrom, which shall be decided by ballot, shall take place by show of hands unless by majority vote the meeting decides that voting shall be by a ballot, in which event the ballot shall take place immediately. Each member shall have one vote only.
There shall be no voting by proxy save with the consent the committee and upon such terms and conditions as it may from time to time stipulate.
6.8 Only members whose membership fees are fully paid up and who are in good standing shall be entitled to vote at any meeting.
7. FINANCIAL MATTERS
7.1 The association’s financial year shall end on 30 June each year or any other date to be determined by the committee.
7.2 Proper books of account shall be kept by the committee.
7.3 Monies received shall forthwith be deposited in an appropriate savings or bank account opened for that purpose.
7.4 Withdrawal from the said account shall be made and signed only by member/s nominated by the committee from time to time.
7.5 Where practical, monies not required immediately shall be invested to the best advantage of the association.
7.6 The committee shall cause to be prepared and shall lay before every Annual General Meeting a statement of the association’s financial affairs for the year concerned. Such statement shall have been examined by an accounting officer who shall have certified thereon that the statement fairly represents the state of the financial affairs of the association. For the purposes of this clause the phrase “accounting officer” shall mean a person who in terms of Section 60(2) of the Close Corporations Act No 69 of 1984 is qualified to perform the duties of a accounting officer.
8. AMENDMENT OF THE CONSTITUTION
This constitution may be amended only by a two thirds majority of members present in general meeting provided that notice of the proposed amendment has been duly given in terms of the notice calling the meeting.
The association may be dissolved, or merged with another association with similar purposes and objects, in each case only:
9.1 on a resolution passed by at least a majority of members present at a duly constituted general meeting of members provided that notice of the proposed dissolution of merger has been duly given in terms of the notice calling the meeting; or
9.2 on an application to a Court of law by any member on the grounds that the association has become dormant or is unable to fulfil it’s purposes and objects.
On merger, the assets of the association shall accrue to the association with which the merger is effected.
On dissolution the assets of the association shall be realised and transferred to an association or club having similar objects and purposes or failing such a body then to such registered charitable institution as the committee may decide upon.
10.1 Every member shall cause his address or any change thereof to be recorded with the Secretary.
10.2 Any notice or communication of whatever kind to a member shall be addressed to him at the address which according to the Association’s records, is his latest address. Such notice shall be deemed for all purposes to have been received by such member within 5 (FIVE) days of it being posted. Such address shall be deemed to be the member’s domicilium citandi et executandi for all purposes;
10.3 The accidental omission to give notice of any meeting to any person or persons entitled to be present thereat shall not, ipso facto, invalidate the proceedings at that meeting. Any member absent from any meeting as a result of such accidental omission shall only be entitled to challenge the proceedings at that meeting and any resolutions passed in terms thereof provided that he can establish substantial prejudice to himself and provided further that he can establish that, had he been present, any resolution/s which was or was not passed might well have been passed or not passed as the case may be, had he been present.
10.4 Every member of the association shall be entitled at all reasonable times to inspect the books of account and other documents of the association which the secretary or other custodian shall accordingly be obliged to produce, upon payment of a reasonable fee prescribed by the committee from time to time.
10.5 The domicilium citandi et executandi for the association shall be 9 Hill Park Lane, Mowbray, 7700 or such other address or addresses as the committee may from time to time appoint.
11. NO DISCRIMINATION
Discrimination based on race, colour, creed or political persuasion against any prospective member or members shall not be permitted. No discussion on race, colour or creed shall form part of the association’s deliberations.
Should any dispute or doubt arise as to the interpretation or meaning of this constitution or any rules or regulations of the association, the committee shall be the final arbiter and it’s decision shall be binding upon the members