Constitution of the BMW Car Club Cape Town
ARTICLE 1 – NAME, OBJECTIVES, POLICY
1.1. The Name of the Club shall be “BMW Car Club Cape Town” (hereinafter called the Club) and any derivatives or translations thereof.
The Objectives of the Club are to:
2.1. Promote and further interest in BMW cars and BMW-engined vehicles.
2.2. Hold breakfast runs, social meetings, events and outings, and co-promote events with other clubs and related organisations at the discretion of the committee.
2.3. Maintain a Register of members.
2.4. Exchange and pool technical knowledge, data and experience.
2.5. Communicate with members either by way of the printed or electronic media, giving news of the Club, its members, BMW products, and other items of interest and assistance.
2.6. Promote cultural and social responsibility activities.
2.7. Promote safe and competent driving skills and undertake suitable driver training and related support.
3.1. The Club is controlled and run by the Committee on behalf of the paid-up members of the Club.
3.2. The Club is an independent non-profit Organisation and shall not fall under the control of, or be dependant upon BMW SA, BMW AG, the International council of BMW Clubs, BMW Clubs Africa or any BMW Dealer.
3.3. The Club may be a member of BMW Clubs Africa (which is a member of the International Council of BMW Clubs) and may become affiliated to or become a member of organisations with similar objectives but shall not fall under the control of any such organisation.
ARTICLE 2 – ORGANISATION, COMMITTEE, GENERAL MEETINGS OF MEMBERS
1.1. The Club shall be based in Cape Town and controlled by the committee.
1.2. The Club shall consist of every paid-up member, but shall not have less than 10 (ten) Club members at any one time.
1.3. Membership shall be available to persons who own or drive a BMW product, and to all other persons interested in BMW products.
1.4. Annual membership shall run from the 1st of the joining month, for 12 calendar months.
1.5. A person becomes and remains a member in good standing by paying his or her Subscription Fee on an annual basis. Membership will automatically lapse if the membership fee is not paid by the end of the second month after joining or renewing their membership.
1.6. New members will be suitably welcomed into the Club at an appropriate time and issued their membership cards and other Club regalia and documentation, after receipt of the membership fee.
1.7. Members and Visitors participate voluntarily in any Club activity and at own risk.
2.1. The Club shall be directed and its business conducted by the Committee.
2.2. The Committee shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer, who are the office-bearers of the Club, and not more than six ordinary members holding portfolios which shall be determined by the Committee.
2.3. The Committee shall meet at least eight times each year at a venue determined by the Committee. Two-thirds of the Committee present in person shall represent a quorum. Any member of the Committee who does not attend two consecutive meetings without valid reason shall be deemed to have resigned from the Committee.
2.4. Any resolution or business requiring a vote shall be passed by a simple majority of Committee members present by show of hands. In theevent of a tie in the voting, the Chairperson shall be entitled to a casting vote, in addition to his or her ordinary vote.
2.5. Nominations to the Committee shall be made in writing and signed by the named Proposer, a named Seconder and include the written consent by the Nominee and handed to the Chairman at the Annual General Meeting. Each valid nomination form will be accepted by signature of an office-bearer of the Club before election may take place. Only persons who have been members of the Club in good standing for at least a year before the date of the Annual General Meeting may be nominated.
2.6. The Committee for the coming year shall be the nominated persons. If more nominations than vacancies on the Committee are received, the Committee shall be elected by a ballot of the members present at the Annual General Meeting. The nominees relative to the vacancies receiving the highest number of votes shall be the Committee for the coming year.
2.7. The Committee so elected shall at its first meeting after the Annual General Meeting elect the office-bearers from their members, decide on the portfolios of the ordinary members and shall also appoint a representative and an alternate to serve on the committee of BMW Clubs Africa.
2.8. When elected, the Committee members shall serve a period of one year from election. After the year period it is required that they are re-elected following the constitutional procedure.
2.9. The Chairman elect shall serve a two-year term in that capacity.
2.10. The Committee will exercise discipline within the Club. After due consultation, it may remove an ordinary member or a Committee member (including Chair) for conduct unbecoming by using the Committee voting procedure.
- ANNUAL GENERAL MEETING
3.1. The Annual General Meeting shall be held annually in Western Cape during the month of January or February. Only members in good standing shall be entitled to vote and participate in the meeting. Observers and visitors may attend, but not vote or speak. The Club members present shall represent a quorum.
3.2. The Committee shall give twenty-one days notice of the time and place of the meeting to the members providing at the same time the agenda of the meeting. All items which members wish to have discussed under General on the agenda shall be notified to the Chairman in writing at least seven days before the meeting.
3.3. Any resolution or business requiring a vote, other than the election of Committee members shall be passed by a simple majority of members present, by a show of hands.
- SPECIAL GENERAL MEETING
4.1. A Special General Meeting shall be called by the Committee on receipt of a written application, signed by not less than one fifth of the members in good standing as at the date or receipt of the application, or by resolution of the Committee.
4.2. Notice, voting and quorum shall be as in section 3 above.
ARTICLE 3 – POWER, ROLES AND DUTIES OF OFFICE BEARERS
1.1. The Committee shall control and manage the club on behalf of the members. Between Annual General Meetings all actions necessary to carry on the business of the Club shall be taken by the Committee.
1.2. The Committee shall have the power to refuse any application for membership without disclosing its reasons, and to suspend or expel any member whose conduct it deems to be prejudicial to the interests of the Club or its members. The Committee may exercise this power only once proper investigation has been conducted and interviews completed.
1.3. The Committee shall annually determine the Joining Fees and Subscriptions (the membership fee) to be paid by members.
1.4. Notwithstanding clause 2.2 of Article 2, the Committee may co-opt members to the Committee for ad-hoc purposes and decide on the tasks and roles of such members. Co-opted members automatically end their term of office on the completion of the task or at the end of the Club Year.
1.5. The Committee may appoint ex-officio a Patron of the Club. Such appointment shall be for the period from one Annual General Meeting to the next, and shall be ratified by a vote at the Annual General Meeting.
1.6. The Committee may form sub-committees under its control and which shall be chaired by a member of the Committee to assist with any task of the Club requiring additional expertise or help.
2.1. The Chairman shall chair General Meetings and Committee Meetings and oversee the proper management of the Club.
2.2. The Chairman or his/her selected representative(s) shall represent the Club as required and shall maintain links with BMW Clubs Africa, BMW SA, BMW AG, the International Council of BMW Clubs and other organisations.
2.3. The Chairman may act on behalf of the Committee in urgent situations, advising them as soon as possible thereafter.
3.1. The Vice-Chairman shall assist the Chairman with the running of the Club paying particular attention to administrative matters, and shall act for and on behalf of the Chairman in his/her absence.
3.2. In the event of the Chairman vacating office for any reason, the Vice-Chairman shall become Chairman until the end of the current term ofoffice of the Chairman.
4.1. The Secretary shall take minutes of all meetings of the Committee and of General Meetings, and keep a minute book with a record of all minutes.
4.2. The Secretary shall run the office and deal with all day-to-day correspondence and all related matters incidental to the running of the Club.
4.3. The Secretary shall keep the records of the Club, including a register of members and issue membership cards as appropriate.
5.1. The Treasurer shall have charge of and maintain proper accounts of the funds of the Club, which shall be deposited in the name of the Club at a bank approved by the Committee.
5.2. The Treasurer shall make all payments necessary for the operation of the Club, upon signature as required in clause 2 Article 4.
5.3. The Treasurer shall collect and bank any monies due to the Club on a regular basis, after recording in the books of the Club.
5.4. The Treasurer will have under his or her control the assets of the Club.
5.5. The Treasurer shall report to the Committee on the state of the finances of the Club on a regular basis. Approval by the Committee of the financial report shall signify approval of all income and expenditure therein.
5.6. The Treasurer shall present an Annual Financial Statement to the Annual General Meeting.
ARTICLE 4 – ADMINISTRATION, FINANCE, SIGNATORIES, WINDING UP, AMENDMENTS
- ADMINISTRATION AND FINANCE
1.1. The Club is not for profit and all income and property of the Club shall be applied solely towards the objectives. No portion thereof shall be paid or transferred directly by way of dividends or bonus or otherwise, to any persons provided that nothing herein shall prevent the payment in good faith of remuneration to any person in return for any services rendered to the Club.
1.2. Immovable property and other investments and assets of the Club wherever situated shall vest in and be registered in the name of the Club.
1.3. The funds of the Club will be applied within the Republic of South Africa and funds received from the RSA will only be applied in this area.
2.1. The authorised signatories of the Club shall be the Chairperson, and by two other members of the Committee. The signatures of any two of the authorised signatories for the time being duly authorised thereto by a Resolution of the Committee initially at their first meeting of the year, shall be required for the signing of banking documents, formal and legal documents on behalf of the Club, documents relating to the purchase, mortgaging or sale of immovable property and any other formal business necessary for normal day to day operation of the Club.
2.2. The Committee shall appoint a reasonable number of persons who may issue notices on their behalf. Their appointment initially shall be formally approved and minuted at the first Committee meeting of the year.
2.3. The authorised signatories and those authorised to issue notices shall conduct all business in a manner that is in keeping with the policy and objectives of the Club being duly aware of their responsibility.
- WINDING UP
3.1. If upon the winding up or dissolution of the Club there remain after the satisfaction of all its debts and liabilities, any assets whatsoever, the same shall not be paid to or distributed among the members but shall be given or transferred to some other organisation having objects similar to the objects of the Club or a charity. The beneficiary shall be determined by the members in General Meeting at or before the winding up or dissolution.
- AMENDMENTS TO CONSTITUTION
4.1. Amendments to this Constitution shall only be made by the members in General Meeting. Notice as required in Article 2 clauses 3 and 4 shall be given and any amendment shall require a two-thirds majority of the members present, by a show of hands.