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Constitution

CONSTITUTION

of the

VOLUNTARY ASSOCIATION

known as

THE MOUNTAIN CLUB OF SOUTH AFRICA

INDEX

No. Clause Heading

1. Background
2. Name
3. Objects
4. Legal Status
5. Non Profit Distributing Character
6. Powers
7. Membership
7.1 Classes of Membership
7.2 Establishment of Sections
7.3 General Conditions
7.4 Termination of Membership
8. The Central Committee
8.1 Powers
8.2 Composition
8.3 Election of Office Bearers
8.4 Vacation of Office by Office Bearer
8.5 Procedures at Meetings
8.6 Other Functions
9. Annual General Meeting
10. Notices
11 Financial Matters
11.1 Receipts and Expenditure
11.2 Bank Account(s)
11.3 Signatories
11.4 Financial Year End
11.5 Financial Records
11.6 Annual Financial Statements
12 Domicile
13. Amendments to the Constitution and Dissolution
14. Indemnity
15 Disputes

Schedule A: General Administrative and Investment Powers

Schedule B: Requirements of the South African Revenue Service for Exemption from Taxes & Duties

1. BACKGROUND

The Mountain Club of South Africa (MCSA) was established in Cape Town in 1891 to further the interests of mountaineering in South Africa and elsewhere and evolved into a national association, with a federal structure.

. NAME

The name of the Association is:

The Mountain Club of South Africa

(hereinafter referred to as the “Club”)

3. OBJECTS

The Club is a public, non-profit organisation established for the sole object of promoting the interests of mountaineering, primarily in South Africa, as a recreational pastime and on a non-professional basis conducting all its activities in a manner that is for the benefit of, and widely accessible to, the general public. Without limiting its general nature, the objects shall, interalia, include:

3.1 organise and facilitate mountaineering;

3.2 procure and protect real rights in and access to mountains and mountain areas;

3.3 initiate and support actions towards protecting the natural beauty and wilderness character of mountains and to promote their effective conservation management;

3.4 promote the safety and training of mountaineers;

3.5 organise search and rescue parties;

3.6 promote the study of mountains and their environments, the preservation of historical and archaeological sites thereon and the dissemination of information on mountains and mountaineering.

4. LEGAL STATUS

The Club is a body corporate with its own legal identity that is separate from its individual members. The Club shall continue to exist even if the members change. The Club may own property, enter into contracts, and sue or be sued in its own name.

5. NON-PROFIT DISTRIBUTING CHARACTER

5.1 The receipts and property of the Club shall be used solely for the promotion of its stated objects. No portion of the income or property of the Club shall be paid or distributed directly or indirectly to any person (otherwise than in the ordinary course of undertaking any public benefit activity) or to any member of the Club or Central Committee, except as:

5.1.1 reasonable compensation for services actually rendered to the Club;

5.1.2 reimbursement of actual costs or expenses reasonably incurred on behalf of the Club.

5.2 Upon the dissolution of the Club, after all debts and commitments have been paid, any remaining assets shall not be paid to or distributed amongst members, but shall be transferred by donation to any Section of the Club, failing which, to some other society or association which the Central Committee (and failing which any division of the High Court) considers appropriate, which:

5.2.1 has objects the same or similar to the objects of the Club; and

5.2.2 should the Club be exempt from the payment of any taxes and duties, is also exempt from the same taxes and duties.

5.3 In order to maintain its present and future tax exemption status, the Club shall at all times fully comply with all the requirements of the Income Tax Act No 58 of 1962, as amended from time to time, and, where applicable, of the South African Revenue Service, upon which such exemption shall depend.

6. POWERS

The Club, acting through its Central Committee, or at Annual General Meetings, shall have all the powers necessary for it to carry out its stated objects effectively. Such powers shall include, but not be limited to, the General Administrative and Investment Powers set out in the attached Schedule A.

7. MEMBERSHIP

7.1 Classes of Membership

The Club shall have the following classes of membership:

7.1.1 Sections, being regional mountain clubs already formed or to be formed in any part of Southern Africa and already are, or to be in future, affiliated to the Club; and

7.1.2 Persons, being all individual members of constituent Sections, irrespective of race, gender or creed: and

7.1.3 Honorary Members elected in terms of Clauses 8.6.5(iii) and/or 8.6.9

7.2 Establishment of Sections

7.2.1 The Central Committee, as hereinafter constituted, may prescribe procedures or formalities to be observed by organisations or groups applying for membership as Sections;

7.2.2 An application for membership as a Section of the Club shall be approved by not less than two thirds of the members of the Central Committee to whom are attributable not less than two thirds of the total votes determined in terms of Clause 8.5.4.

7.3 General Conditions

7.3.1 Each Section shall bear the name of its region or locality after the words "The Mountain Club of South Africa";

7.3.2 A Section shall be a fully autonomous body, with its own legal identity and Constitution and shall exercise exclusive control over its own membership, funds and property; provided that, on admission to the Club, it shall signify its membership of the Club, in a manner prescribed by the Central Committee;

7.3.3 The constitution of a Section shall not contain any provisions inconsistent or incompatible with this Constitution;

7.4 Termination of Membership

The Central Committee may terminate the membership of a Section by a decision of not less than two thirds of the members of the Central Committee to whom are attributable not less than two thirds of the total votes determined in terms of Clause 8.5.4 inclusive of the Section whose membership it is proposed to terminate.

8. THE CENTRAL COMMITTEE

8.1 Powers

8.1.1 Subject to the terms of this Constitution and to the resolutions of those present at Annual General Meetings, the affairs of the Club shall be controlled and managed by the Central Committee who may exercise all the powers of the Club, and in particular, shall formulate the general policy of the Club, deal with matters of common interest to all Sections and take all such steps as it may deem necessary for the implementation of the objects of the Club.

8.1.2 At an Annual General Meeting, the Club may review, approve or amend any decision taken by the Central Committee but no such resolution of the Club shall invalidate any prior action taken by the Central Committee in accordance with the provisions of this Constitution.

8.2 Composition

8.2.1 The Central Committee shall consist of:

8.2.1(i) the President, ex officio, elected in terms of Clauses 8.3.1; and

8.2.1(ii) the Deputy President, elected from the members of the Central Committee in terms of Clause 8.3.5; and

8.2.1(iii) the Honorary Secretary, ex officio, elected in terms of Clauses 8.3.1; and

8.2.1(iv) the Honorary Treasurer, ex officio, elected in terms of Clauses 8.3.1; and

8.2.1(v) the Chairperson of each Section of the Club.

8.2.2 The Chairperson of a Section may be represented by an alternate nominated in writing by the Committee of the said Section.

8.2.3 The President shall, subject to any appointment made in terms of Clause 8.6.3, act as the Chief Executive Officer of the Club and the Central Committee

8.3 Election of Office Bearers

8.3.1 The President, Honorary Secretary and Honorary Treasurer (“the Office Bearers”) shall be elected at the Annual General Meeting of the Club, and shall hold office until the succeeding Annual General Meeting, when all of them shall resign. The Office Bearers shall be elected at each succeeding Annual General Meeting.

8.3.2 Nominations, by Sections, for the Office of President, Honorary Secretary and Honorary Treasurer, for the said offices shall:-

8.3.2(i) be in writing;

8.3.2(ii) be accepted in writing by the nominees; and

8.3.2(iii) reach the Honorary Secretary at least sixty days before the date of the Annual General Meeting of the Club, and be communicated to the Secretary of each Section at least forty-five days before the date of such Annual General Meeting.

8.3.3 The non-receipt, by the Secretary of a Section, of a communication referred to in Clause 8.3.2(iii) shall not invalidate the proceedings of an election.

8.3.4 The persons elected as President and Honorary Secretary shall, if they are the Chairperson of a Section, resign from the latter office.

8.3.5 At the Annual General Meeting of the Club there shall be elected from the Chairpersons of Sections represented on the Central Committee.

8.3.5(i) a Deputy President, and in addition

8.3.5(ii) two additional members to serve on the Executive Committee, referred to in Clause 8.6.1,

8.3.6 Nominations for the position of Deputy President, and the two additional members of the Executive Committee may be made by Sections in writing, and delivered to the Honorary Secretary prior to the Meeting, or may be made by Section Chairpersons at the meeting.

8.4 Vacation of Office by Office Bearer

8.4.1 The office of a Central Committee Office Bearer shall be vacated if an Office Bearer

8.4.1(i) resigns or dies; or

8.4.1(ii) becomes unfit and/or incapable of acting as such; or

8.4.1(iii) would be disqualified, in terms of the Companies Act or equivalent legislation in force from time to time, from acting as a Director of a Company; or

8.4.1(iv) is removed by the Central Committee, by resolution adopted by not less than two thirds of its members, to whom are attributable not less than two thirds of the votes determined in terms of Clause 8.5.4, in office from time to time. The Central Committee shall not be obliged to furnish reasons for its decision(s) regarding removal except to the member removed; and

8.4.1(v) in the case of the Deputy President and/or any of the additional members of the Executive Committee should they cease to be members of the Central Committee,

8.4.2 Should, during his or her year of office, the President, Deputy President, Honorary Secretary, Honorary Treasurer, or either or both of the additional members of the Executive Committee vacate his or her office in terms of Clause 8.4.1 above, the Central Committee shall, as soon as possible, elect a successor to serve for the remainder of the year.

8.5. Procedures at Meetings

The Central Committee shall regulate and conduct its meetings as it may deem fit, provided that -

8.5.1 meetings shall be presided over by the President, or in his or her absence, the Deputy President, or in the absence of both the President and the Deputy President, the Central Committee shall elect a chairperson from among those present;

8.5.2 not less than one ordinary meeting shall be held in any calendar year ;

8.5.3 the quorum for a meeting shall be not less than one half of its members, excluding the President, the Honorary Secretary and Honorary Treasurer (unless the Honorary Treasurer is the Chairperson of a Section) to whom are attributable not less than one half of the total votes determined in terms of Clause 8.5.4;

8.5.4 except where otherwise specified in this Constitution, matters shall be settled by consensus, failing which by a majority of votes attributable to members present at the meeting of the Central Committee. The number of votes attributable to the Chairperson of a Section shall be determined by the number of individual members with full voting rights in that Section, as on the first day of January of each calendar year, on the basis of:

8.5.4(i) one vote in respect of each complete group of 150 members up to the first two of such groups, provided that a Chairperson shall have at least one vote, and

8.5.4(ii) one vote for each additional complete group of 250 members thereafter;

8.5.5 the President, Honorary Secretary and Honorary Treasurer, (unless the Honorary Treasurer is the Chairperson of a Section), shall not have a deliberative vote, but in the event of an equality of votes, the President may exercise a casting vote. The Deputy President, when presiding over a meeting of the Central Committee, shall at all times be entitled to retain and exercise such votes attributable to him or her as the representative of his or her Section.

8.5.6 a special meeting

8.5.6(i) may, at any time, be called by the President; or

8.5.6(ii) shall be called if requested by not less than two Sections;

8.5.7 proper minutes shall be kept of all formal proceedings of the Central Committee;

8.5.8 a resolution signed by a majority of not less than two thirds of the members of the Central Committee, to whom are attributable not less than two thirds of the total number of votes determined in terms of Clause 8.5.4, shall be as valid as if passed at a duly convened meeting of the Central Committee.

8.6 Other Functions

The Central Committee may :-

8.6.1 delegate such powers and duties, as it in its discretion deems fit, to an Executive Committee appointed by it which shall consist of the President, Deputy President, Honorary Secretary, Honorary Treasurer and two members of the Central Committee appointed in terms of Clause 8.3.5(ii). The President, or in the absence of the President, the Deputy President, shall have both a deliberative vote and a casting vote

8.6.2 appoint sub-committees for such purposes and with such powers as it may deem fit

8.6.3 appoint a Chief Executive Officer, other officers and employees as it may consider necessary from time to time upon such terms and conditions as it may consider appropriate.

8.6.4 make the following Awards to Members of the Club

8.6.4(i) The Gold Badge of the Club to members who have significantly furthered the cause of mountaineering and the objects of the Club in several aspects over a significant period of time;

8.6.4(ii) The Mountain Award to members of the Club for significant achievement in mountaineering and/or rock climbing, whether over an extended period of time or for a single outstanding achievement;

8.6.4(iii) The President’s Award to members of the Club who have rendered exceptional service to the Club over an extended period of time and/or have made an exceptional contribution in a specific field of the Club’s activities;

8.6.4(iv) Life Membership of the Club to any such Award recipient described in Clauses 8.6.4(i), 8.6.4(ii) and 8.6.4(iii).

8.6.5 make the following Awards to non-members of the Club

8.6.5(i) The Mountain Award for outstanding achievements in mountaineering and/or rock climbing;

8.6.5(ii) The President’s Award to any individual who has made a special contribution to the activities of the Club or has furthered the cause of mountaineering and the Objects of the Club;

8.6.5(iii) Honorary Membership of the Club to

8.6.5(iii)(a) recipients of the Award described in Clause 8.6.5(ii) above, if the individual’s association with the Club extends over a significant period of time; and/or

8.6.5(iii)(b) other persons the Club may wish to honour.

8.6.6 in respect of any award made in terms of Clauses 8.6.4 and 8.6.5, determine from time to time guidelines for making such awards;

8.6.7 prescribe from time to time the manner and form in which any Section or individual may use the Club badge or emblem;

8.6.8 delegate from time to time, to any Section or individual the right to

8.6.8(i) publish the Journal and/or any other publication,

8.6.8(ii) organise any function in the name of the Club,

8.6.9 elect persons of merit as Honorary Members of the Club either temporarily or for life.

8.6.10 Honorary Members, elected in terms of Clauses 8.6.5(iii) and 8.6.9, shall not have voting rights.

9. Annual General Meeting

9.1 The Annual General Meeting shall be held within five months of the beginning of the calendar year;

9.2 Annual General Meetings shall be convened by the Central Committee on not less than twenty-one (21) days prior written notice to all Sections of the Club entitled to attend the meeting. This notice shall state the date, time and place of the meeting and in broad terms the business to be transacted at the meeting.

9.3 The business of an Annual General Meeting shall include:

9.3.1 the presentation and adoption of the Honorary Secretary’s Annual Report of the Club, which report shall have been transmitted to Sections at least fourteen(14) days before the meeting;

9.3.2 the approval of the Annual Financial Statements;

9.3.3 the election of the President, Honorary Secretary and Honorary Treasurer in terms of Clause 8.3.1;

9.3.4 the election of the Deputy President and two additional members of the Executive Committee referred to in Clause 8.3.4;

9.3.5 the election of an auditor to carry out the duties set out in Clause 11.6.2;

9.3.6 the tabling of the Annual Reports of the Sections;

9.3.7 other matters as may be considered appropriate.

9.4 The quorum for the Annual General Meeting shall be not less than one half of the Club’s Sections, to whom are attributable not less than one half of the total votes determined in terms of Clause 8.5.4;

9.5 A resolution put to the vote shall be decided in terms of the provisions of Clause 8.5.4

9.6 Proper minutes shall be kept of the proceedings of the Annual General Meetings, and a record of the persons present at each meeting. The minutes shall be approved at the next Annual General Meeting and signed by the Chairperson of the meeting, and shall be available for inspection or copying by any member on two (2) days notice to the Honorary Secretary.

9.7 Subject to the provisions of Clause 8.1, a duly convened Annual General Meeting of the Club, at which a quorum is present, is competent to carry out all the objects and to exercise all the powers of the Club as set out in this Constitution.

10. NOTICES

10.1 Notice of all meetings provided for in this Constitution, shall be delivered personally, or sent by prepaid post, or e-mail to the last address notified by each Section of the Club, or in any other manner as the Central Committee may decide from time to time.

10.2 The accidental omission to address notice(s) to any Section shall not invalidate the proceedings of any meeting.

10.3 If posted, notices shall be deemed to have been received seven (7) days after posting.

11. FINANCIAL MATTERS

11.1 Receipts and Expenditure

11.1.1 The methods used to raise funds, and the receipt and expenditure thereof shall be such as is authorised from time to time by not less than two thirds of the members of the Central Committee to whom are attributable not less than two thirds of the total number of votes determined in terms of Clause 8.5.4, save in the event that the aforesaid funds are less than an amount which shall be specified from time to time by a majority vote of not less than two thirds of the members of the Central Committee to whom are attributable not less than two thirds of the total number of votes of its members as determined in terms of Clause 8.5.4, in which event only a simple majority of members and of the total number of votes shall be required.

11.1.2 The Sections, in a manner determined by the Central Committee from time to time, shall share expenses incurred in terms of clause 11.1.1 in the administration of the Club.

11.2 Bank Account(s)

The Central Committee shall maintain a bank account(s) in the name of the Club with a registered Bank(s). The Central Committee shall ensure that all monies received by the Club, except those monies which can be used to pay expenses by cash, are deposited in the above-mentioned bank account(s) as soon as possible after receipt.

11.3 Signatories

Save for petty cash vouchers not exceeding an amount determined by the Central Committee from time to time, all cheques and other payment instruction documents requiring signature on behalf of the Club shall be signed by two (2) authorised signatories. The Central Committee shall determine the authorised signatories from time to time.

11.4 Financial Year End

The Club’s financial year end shall be 31 December of each calendar year.

11.5 Financial Records

The Central Committee shall ensure that the Club keeps proper records and books of account which fairly reflect the affairs of the Club.

11.6 Annual Financial Statements

11.6.1 The Committee shall ensure that the Club prepares Annual Financial Statements for each financial year.

11.6.2 Prior to the holding of the Annual General Meeting, to be held in terms of Clause 9.1, the Committee shall ensure that an audit has been carried out and that the auditor has issued his report on the Annual Financial Statements.

11.6.3 A copy of the audited Annual Financial Statements shall be transmitted to all Sections fourteen (14) days before the Annual General Meeting.

12. DOMICILE

The Headquarters of the Club and its domicilium citandi et executandi shall be the Club House of The Mountain Club of South Africa - Cape Town Section, where the official records and archives of the Club shall be kept, unless otherwise resolved by not less than one half of the members of the Central Committee to whom are attributable not less than one half of the total number of votes determined in terms of Clause 8.5.4.

13. AMENDMENTS TO THE CONSTITUTION AND DISSOLUTION

13.1 The terms of this Constitution may be amended, the name of the Club may be changed and the Club may be dissolved by resolution at a formal meeting of the Central Committee, provided that:

13.1.1 notice of such a proposed resolution, signed by the proposer, must be received by the Honorary Secretary not less than ninety (90) days prior to the date of the meeting; and

13.1.2 proper notice of the meeting is given to all Sections of the Club not less than sixty (60) days prior to the date of the meeting and such notice states the nature of the resolution to be proposed; and

13.1.3 a majority vote of not less than two thirds of the members of the Central Committee to whom are attributable not less than two thirds of the total number of votes determined in terms of Clause 8.5.4, vote in favour of the resolution.

.

13.2 The proposed resolution, as notified to all Sections, may be amended at the meeting provided that the Chairperson is of the opinion that the amendment does not constitute a substantive change to the content or spirit of the proposed resolution.

14. INDEMNITY

14.1 Subject to the provisions of any relevant statute, members of the Central Committee and other office bearers may be indemnified by the Club for all acts done by them in good faith on its behalf. Providing the Club agrees to indemnify any member of the Central Committee and/or any other office bearer, the Club shall pay all costs and expenses which any such person incurs or becomes liable for as a result of any contract entered into, or act done by him or her, in his or her said capacity, in the discharge, in good faith, of his or her duties on behalf of the Club.

14.2 Subject to the provisions of any relevant statute, no member of the Central Committee and or other office bearer of the Club shall be liable for the acts, receipts, negligence or defaults of any other member or office bearer, or for any loss, damage or expense suffered by the Club, which occurs in the execution of the duties of his or her office, unless it arises as a result of his or her dishonesty, or failure to exercise the degree of care, diligence and skill required by law.

15. DISPUTES

15.1 In the event of a serious disagreement between the members of the Central Committee and/or the Club regarding the interpretation of this Constitution then any two (2) Central Committee members of the Club shall be entitled to declare a dispute. Such declaration shall be in writing, state the issue in dispute, and be addressed to the Central Committee.

15.2 The Central Committee shall consider such declaration within two (2) weeks of receiving it. Should the Central Committee not be able to resolve the dispute to the satisfaction of the person(s) declaring it, the dispute shall be referred either to a mediator or arbitrator.

15.3 Should the dispute be referred to a mediator, the person(s) declaring the dispute and the Central Committee must agree on a suitable mediator and to the costs of such mediation. A mediator may recommend an appropriate resolution of the dispute.

15.4 In the absence of agreement regarding a mediator or should mediation not resolve the dispute, the dispute shall be referred to arbitration. The arbitrator shall be such suitably qualified person(s) as the person(s) declaring the dispute and the Central Committee may mutually agree. Alternatively, each of the parties shall be entitled to nominate one arbitrator, who shall act jointly with a third person to be nominated jointly by the respective nominees of the parties; on the basis that a majority decision of the appointed arbitrators shall be final and binding.

15.5 The arbitration shall be held on an informal basis, and the arbitrator shall have the power to determine the procedure to be adopted subject to principles of natural justice.

15.6 The arbitrator may base his or her award not only upon the applicable law but also upon the principles of equity and fairness.

15.7 The person(s) declaring the dispute and the Central Committee may, beforehand, agree to share the costs of the arbitration. In the absence of such agreement the arbitrator shall decide which parties shall be liable for the costs.

15.8 The decision of the arbitrator shall be final and binding upon all parties and capable of being made an Order of Court on application by any of them.

SCHEDULE A

GENERAL ADMINISTRATIVE AND INVESTMENT POWERS

1. To employ staff and hire professional and other services.

2. To institute or defend any legal or arbitration proceedings and to settle any claims made by or against the Club.

3. To open and maintain accounts with registered banks.

4. To make and vary investments and re-invest the proceeds of such investments on condition that any investments made by the Club shall be with Financial Institutions as determined by the Central Committee from time to time.

5. To receive, expend and administer funds and to accept donations made to the Club and retain them in the form in which they are received, or sell them and re-invest the proceeds.

6. With regard to movable and immovable property and tangible and intangible assets of whatsoever nature:

6.1 to purchase or acquire property and assets;

6.2 to maintain, manage, develop, exchange, lease, sell, or in any way deal with the property and assets of the Club;

6.3 to donate and transfer the property and assets of the Club to organisations with the same or similar objects and the same exemptions from taxes and duties to those of the Club.

7. To borrow and to use the property or assets of the Club as security for borrowing.

8. To guarantee the performance of contracts or obligations of any person on condition that any such person is primarily engaged in activities which further the objects of the Club.

9. To execute any act or deed in any deeds registry, mining titles or other public office.

10. To work in collaboration with other organisations and to amalgamate with any organisation with the same or similar objects and the same exemptions from taxes and duties to those of the Club.

11. To exercise all the management and executive powers that are normally vested in the Board of Directors of a Company.

12. To make, repeal and amend by-laws and regulations (not inconsistent with this Constitution) for the control of any hut, clubhouse or other premises or property of the Club, or for the preservation of any of its assets or generally for the management of the affairs of the Club. All such by-laws and regulations shall be binding upon members until repealed by the Central Committee or set aside by resolution at an Annual General Meeting of the Club.

13. To exercise all the powers and authority of the Club not only in the Republic of South Africa but in any other part of the world.

14 To make loans or grant subsidies to any Section or individual Club member on such terms as the Central Committee deems expedient.