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WOMEN’S GOLF WESTERN PROVINCE
CONSTITUTION ADOPTED AT THE ANNUAL GENERAL MEETING APRIL 25 2007
CONTENTS
PROVISION
- Name
- Definitions and Interpretations
- Territory
- Headquarters
- Objects
- Affiliation
- Membership
- Liability of Members
- Honorary Life Members
- Management
- Council
- Executive
- Election of the Executive
- Meetings of the Executive
- Powers and Duties of the Executive
- Finance
- AGM
-
Notice
-
Nomination to Executive and Business
-
Agenda
-
Voting
-
Quorum
-
Business of the Annual General Meeting
- Special General Meetings
-
Convening
-
Business
-
Notice
- Rules of Golf
- Amendments to the Constitution
- Dissolution of the Union
- Dispute Resolution
- Repeal
- NAME
The Union shall be named – Women’s Golf Western Province
- DEFINITIONS AND INTERPRETATIONS
- TERRITORY
- HEADQUARTERS
- OBJECTS
- AFFILIATION
- MEMBERSHIP
- LIABILITY OF MEMBERS
- HONORARY LIFE MEMBERS
- MANAGEMENT
- COUNCIL
- EXECUTIVE
- ELECTION OF THE EXECUTIVE
- MEETINGS OF THE EXECUTIVE
- POWERS AND DUTIES OF THE EXECUTIVE
- FINANCE
- ANNUAL GENERAL MEETING
- SPECIAL GENERAL MEETINGS
- RULES OF GOLF
- AMENDMENTS TO THE CONSTITUTION
- DISSOLUTION OF THE UNION
- DISPUTE RESOLUTION
- REPEAL
2.1 In this constitution, unless the context shall otherwise require,
AFFILIATED CLUB shall mean any golf club affiliated to the Union in terms of this Constitution;
COUNCIL shall mean the Executive Committee as hereinafter constituted acting together with the delegates who are nominated by Affiliated Clubs in terms of these rules;
DAY:A day shall mean one calendar day.;
EXECUTIVE: shall mean the Executive Committee of the Union constituted in terms of provision 12.;
MEMBER shall mean an Affiliated Club.;
HONORARY LIFE MEMBER: shall mean any former President, Secretary or Executive Committee Member elected as such at an Annual General Meeting, in which event such person shall hold honorary office for life and shall be a member of the Union;
INDIVIDUAL MEMBER: shall mean a woman who is a member of an Affiliated Club; UNION: shall mean Women’s Golf Western Province
VOTING:“Simple majority” means the majority of votes cast.
“Absolute majority” means the majority of those present and entitled to vote.
“Special majority” means more than two-thirds (or sixty seven percent) of those present and entitled to vote.
2.2 In case of doubt as to the meaning of any paragraph hereof, the interpretation of the Executive shall be binding upon members until such time as the Council may otherwise determine at a General Meeting. Any decision made by the Council at a General Meeting under the provisions of this paragraph shall not affect the validity of any act done or omitted in terms of a prior valid ruling given by the Executive.
The territory under the control of the Union shall be the Western portion of the Western Cape as defined from time to time by the South African Sport Confederation (SASCOC) and Sport and Recreation South Africa (SRSA) and by the Constitution of Womens Golf South Africa.
The headquarters of the Union shall be situated in Cape Town.
The objects of the Union shall be:
5.1 To promote, advance and protect the interests of the game of golf within the area under its control and to do all such acts, matters and things as may be deemed advisable in the interests of the game of golf or of the Union.
5.2 To formulate, control and regulate golf competitions held from time to time under the auspices of the Union and such other events as may from time to time be determined.
5.3 To organise and arrange for participation by women golfers, either as individuals or as members of teams in national tournaments, matches and events.
5.4 To consider and give decisions on rulings on all questions and disputes in regard to golf which may arise or be submitted to the Union from time to time.
5.5 To give advice to all Affiliated Clubs and to afford means whereby disputes and differences between Affiliated Clubs may be settled.
5.6 To raise funds as it may deem fit, to administer such funds as herein provided, to make payments from such funds as may be necessary to carry out the objects of the Union, including grants and loans to its Members and payments to players, either as individuals or as members of teams, and officials representing the Union at authorised championships, events and functions.
5.6.1 The Union may also make donations to causes or persons as approved by council.
5.7 To maintain the uniform observance of the rules and traditions of the game of golf by its members and the individual players constituting such members.
5.8 To institute, conduct or defend any legal proceedings by or against the Union or the members of its Executive Committee.
5.9 Generally to further and safeguard the interests of the Union and its members and to take such steps as are deemed necessary or expedient for this purpose.
5.10 To promote a drug free environment in the sport.
5.11 To promote equitable access to the sport for all.
6.1 The Union shall be affiliated to Womens Golf South Africa.
7.1.1 Any golf club situated in the territory under the control of the Union shall be eligible for membership.
7.1.2 Every new club applying for affiliation to the Union must be proposed and seconded by the Lady Captain and manager or, in the event of there being no lady members, the captain and manager of two Affiliated Clubs.
7.1.3 Application for membership shall be submitted to the Executive, which shall have the power to accept or reject such application in its discretion. Should the application be refused, reasons must be furnished.
7.1.4 All applications for membership shall be accompanied by a copy of the Club’s Constitution and Bye-laws, a list of the Executive Officers of the Club and a statement showing the number of members of the Club.
7.1.5 In the event of the rejection of an applicant, the applicant shall be entitled to request the Executive, who shall be obliged to do so, to submit its application to the Council for reconsideration, whose decision in respect thereof shall be final.
7.1.6 All affiliated clubs shall pay such entrance fees, subscriptions and other levies as may be decided by the Council from time to time.
7.1.7 If any affiliated club falls in arrears with its subscriptions for more than one year, it shall cease to be a member, and its members shall cease to enjoy any of the privileges of membership of the Union.
7.2 TERMINATION AND SUSPENSION OF MEMBERSHIP
A member shall cease to be a member of the Union if:
7.2.1 It resigns from the Union in writing;
7.2.2 It falls in arrears with its subscriptions for more than one year
7.2.3 It is expelled from the Union in terms of the provisions of this constitution.
7.3 Having been given a hearing a Member may be suspended for such period as the Executive may deem fit, or may have its membership of the Union terminated if, in the opinion of the Executive it has:
7.3.1 conducted its affairs in an irregular or improper manner.
7.3.2 wilfully committed a breach of the provisions of this Constitution.
7.3.3 contravened any of the basic Rules of Golf in the conduct of its affairs.
7.3.4 disregarded or contravened any ruling issued by the Union in Annual General or Special General Meetings.
7.4 A Member that the Executive has decided to suspend or terminate its membership shall have the right, within seven days after the receipt of written notification of such decision, to require the Executive to call a Special General Meeting of the Union to confirm or reverse such decision of the Executive.
7.4.1 Such Member shall not be entitled to enjoy the privileges of the Union until the decision of the Executive shall have been reversed in terms of provision 7.5.
7.5 REINSTATEMENT OF MEMBERSHIP
The Executive may, upon receipt of an application in writing from an affiliated club or individual member Club whose membership has been suspended or terminated in terms of the preceding provision, reinstate such Club or individual member upon such terms and conditions as it may decide.
The Union shall be a Body Corporate, having an existence independent of its Members with perpetual succession, all its assets shall be registered or held in the name of the Union. Members shall not be liable to meet the debts, engagements and liabilities of the Union and the liability of Members shall be limited solely to the amounts due by them in respect of subscriptions and levies or other monies payable in terms of this Constitution.
Honorary Life Members, as hereinbefore defined, may only be elected by the Council.
The affairs and activities of the Union shall be managed by an Executive Committee acting under the authority conveyed to it by this Constitution or by any mandate given to it by the Council in an Annual General Meeting or Special General Meeting.
The business and activities of the Union will be overseen by the Council, which will have the ultimate authority for the affairs of the Union in general.
11.1 The Council shall meet at least twice annually as hereunder provided. Furthermore, the Executive may at any time convene a Special General Meeting of the Council, and it shall do so upon receiving a request to that effect signed by the lady captain and manager or the Captain and manager of two or more Affiliated Clubs.
12.1 Composition of the Executive:
Affairs of the Union shall be managed by an Executive consisting of: A President, a Vice-President, a Secretary, a Treasurer, a minimum of four and no more than six additional Members.
12.1.1 All Members of the Executive shall be elected at the Annual General Meeting and shall hold office until the conclusion of the next Annual General Meeting.
12.1.2 The Executive Committee may co-opt any person it deems necessary for the advancement of women’s golf.
13.1 The President shall hold office for not more than two consecutive years, at the end of which period she shall retire both as President and from the Executive. A year thereafter she shall again be eligible for nomination to serve on the Executive and as President if so elected.
13.2 No member of the Executive save for the President shall serve for more than two years consecutively without re-nomination. At the end of a period of two years, members of the Executive save for the President shall retire, but shall be eligible for re-nomination immediately if properly nominated as hereinafter provided.
13.2.1 Save for retiring members, and subject to the provisions of 13.2, all members of the Executive shall be eligible for re-election without nomination.
13.3 Candidates for the Executive for the ensuing year may be nominated by:
13.3.1 The Executive, or
13.3.2 Any affiliated club
13.4 Every nomination by an affiliated club shall be in writing and shall be sent to the Secretary not less than 21 (twenty-one days) before the Annual General Meeting. All nominations shall be counter signed by the nominee consenting her willingness to serve on the Executive if elected.
13.5 If at the Annual General Meeting there shall be more nominations than vacancies for the respective positions, an election by ballot shall be taken in such manner as the President may determine.
13.6 Casual vacancies of elected officers will be filled by the Executive Committee by appointment subject to ratification at the next Council meeting. In the case of a vacancy of a President, a Special General Meeting is to be called for the purpose of electing a new President. The replacement in each case, will serve out the period remaining to be served by the member whose place is being filled.
14.1 A meeting of the Executive shall be called by the Secretary within 30 days of the Annual General Meeting.
14.2 Thereafter, the Executive shall meet no fewer than ten times per annum.
14.3 The Secretary shall, on the instructions of the President, or in a written request of at least two members of the Executive, convene a Special meeting of the Executive. Such a request shall state the purpose for which the Special Meeting is to be convened;
14.3.1 At least three days written notice of Committee Meetings shall be given.
14.4 At all meetings of the Executive, the President, or in her absence, the Vice-President, shall be Chairperson; but should both be absent, the members shall appoint a Chairman from their number.
14.5 Each member of the Executive shall have one vote, but in the event of an equality of votes, the Chairperson shall exercise a casting vote in addition to her ordinary vote. The chairperson may not abstain from exercising her casting vote;
14.6 Five members of the Executive shall constitute a quorum for the transaction of business. In the event of a quorum not being present, the meeting shall stand adjourned for two weeks, when those present shall constitute a quorum;
14.7 The President shall ex-officio be a member of all sub-committees;
14.8 Decisions and actions taken, other than those of a routine nature, shall be recorded in the form of Minutes to be kept in a Minute Book, lodged with the secretary and open to inspection by any member.
14.9 Any member of the Executive not attending three consecutive meetings without leave of absence shall ipso facto cease to be a member of the Executive.
14.10 All decisions taken by the Executive shall be by simple majority.
The Executive shall have the power to do all things necessary to carry out and promote the objects of the Union except for such matters as are required by this Constitution to be submitted to a General Meeting of the governing Council.
Without limiting the powers and duties of the Executive and in addition to such other powers as are conferred upon the Executive in this Constitution, the powers and duties of the Executive shall include the following:
15.1 To pass, amend or rescind bye-laws for the regulation and administration of the affairs of the Union and its members.
15.1.1 No decision, ruling or resolution taken shall, however, be called into review more than once during the same calendar year.
15.2 To appoint sub-committees from among its number, or otherwise, for such purposes and upon such terms as may be considered desirable and to delegate such powers thereto as may be necessary.
15.3 To summon, at any time, a Special General Meeting of the Council;
15.4 To enter into contracts with or to employ persons on behalf of the Union.
15.5 To receive and authorise the investment and the expenditure of moneys in accordance with this Constitution.
15.6 To open banking in the name of the Union with a bank or financial institution and to resolve the manner of operation of such accounts.
15.7 To contract or to employ a person to act on its behalf in the acquisition and alienation of property or the investment of its funds and in the conduct of any legal or other proceedings brought by or against the Union.
15.8 To select teams to represent the Union in golf matches or competitions and to determine the manner in which colours shall be awarded and to award the same;
15.9 To organise, promote and stage golf tournaments, championships and competitions and to prescribe rules for the right of entry therein and the conduct thereof.
15.10 To appoint any person to fill any casual vacancy on the Executive. Such person appointed shall hold office until the date of the next succeeding General Meetings. The Secretary shall notify all Affiliated Clubs of the name of the person appointed to fill the casual vacancy;
15.11 To take disciplinary action against any Affiliated Club or Individual Member who in the opinion of the Executive has committed a breach of the Rules of Golf in any competition organised under the auspices of the Union or whose conduct, in the opinion of the Executive, brings the game or the Union into disrepute. Disciplinary action may include termination of membership or suspension from the Union for a stated period.
15.11.1 Any Affiliated Club or Individual Member dealt with has the right to appeal to a Special General Meeting of the Council, which shall be convened by the Secretary within fourteen days of the implementation of the disciplinary measure. Such affiliated club or individual Member shall not be entitled to enjoy the privileges of the Union until the decision of the Executive shall have been reversed in terms of provision 7.5.
15.11.2 A deposit, the amount to be determined each year by Council at the Annual General Meeting, must accompany each Notice of Appeal, which deposit shall be forfeited to the Union in the event of the Appeal being dismissed.
15.11.3 Any decision taken by the Executive in terms of these provisions must be carried by a special majority of 67% of those present and entitled to vote.
15.12 To submit a proposal to Council at the Annual General Meeting detailing the annual fees to be paid by affiliated clubs. Acceptance or rejection will be by a simple recorded vote.
15.13 To appoint a Handicapping Manager;
15.14 To deal with any other matter, condition or circumstance for which specific provision is not made in this Constitution.
16.1 FINANCIAL YEAR
The financial year of the Union shall run from the 1st day of January to the 31st day of December in every year.
16.2 BOOKS OF ACCOUNT AND RECORDS
Proper books of account of the affairs of the Union shall be kept, and such books, together with all other papers and documents connected with or relating to the business or the affairs of the Union shall be kept by the Treasurer and shall at all times be accessible to members of the Executive and by appointment, to members.
16.3 BANKING ACCOUNT
All monies paid to the Union shall as soon as possible after receipt be deposited with a Bank or other financial institution as the Executive may decide and shall be withdrawn from time to time as may be required. All cheques or electronic banking payments shall be endorsed by such persons or person as may be authorised thereto by the Executive.
16.4 AUDITORS (ANNUAL EXAMINATION OF ACCOUNTS)
The accounts of the Union shall be examined annually by a qualified Chartered Accountant or CIS who shall report upon his examination to Women's Golf Western Province. This person shall not be a member of the Executive and shall be appointed by the Council at the Annual General Meeting. In the case of a vacancy occurring in this office during the year, the Executive shall forthwith appoint a qualified Chartered Accountant or CIS to fill the vacancy.
16.5 AFFILIATION FEES
16.5.1 All Affiliated Clubs shall pay an affiliation fee to the Union, which shall be based on the number of its Individual Members including honorary life members, and shall include a non-playing member of such affiliated club or an Honorary Life Member of the Union.
16.5.2 The affiliation fee shall be in accordance with the amount decided upon by the Council as in 15.12.
16.5.3 Affiliation fees shall be due to the Union on the 31st January of each year, and must be paid by no later then the 31st March of the same year;
16.5.4 A Club becoming affiliated to the Union after 30th June in any year shall pay only half the affiliation fees due for that year;
16.5.5 A Club ceasing membership of the Union for whatever cause shall not be entitled to a refund of any subscription or portion thereof paid by it to the Union.
16.6 UNION FUNDS AND ACCOUNTS
16.6.1 The funds of the Union shall be invested in the name of the Union, and operated in such a manner as the Executive may direct;
16.6.2 The property of the Union shall belong to it apart from the members of the Union, whose liability is limited to the amount of their subscription to or levy by the Union which shall be registered in the names of the President and Secretary for the time being, as Trustees of the Union, and the Trustees shall be indemnified against all expenses and liabilities out of the property of the Union. The Treasurer shall keep full, proper and true accounts of all revenue and expenditure, and shall submit to each Annual General Meeting properly audited accounts thereof and a Balance Sheet;
16.6.3 The income, property and monies of the Union from whatever source derived, shall be applied solely towards the promotion of the objects of the Union as set forth in this Constitution provided however, that nothing herein contained shall prevent payment by the Union to any Affiliated Club or person in respect of remuneration and/or expenses for services rendered to the Union.
16.6.4 The Union may also make donations to causes or persons as approved by council.
16.7 INDEMNITY
16.7.1 The President, Vice-President, Members of the Executive Committee, Secretary, Treasurer and all other Officials of the Union shall be and are hereby indemnified out of and from funds and property of the Union from and against all losses, charges, costs, damages and all and every other expense and liability they may incur or be put to concerning or about the execution of their respective duties in their capacity as such, and none of them shall be answerable or deemed to be in any way responsible for any act or default of one of them, or for any deficiency or insufficiency of any title or security whatsoever, taken by the Union; nor shall they be liable for any loss occasioned by any Banker or other person with whom money or securities of the Union may be deposited or for any voluntary loss, misfortune or damage which may happen or take place in the execution of their respective offices or as a result thereof; provided, however, that any such loss, misfortune or damage be not occasioned by their mala fide acts, or through their wilful default.
16.7.2 Membership of the Union shall not give to any Affiliated Club or member of the Executive Committee any individual right, title, claim or demand in or to any of the moneys, property or assets of the Union.
17.1 The Annual General Meeting of the Union shall be held within four weeks after the WGWP Championship each year. Notwithstanding the aforegoing, the Executive shall have the power to fix the date of the Annual General Meeting at some other time in extraordinary circumstances.
17.2 Delegates: Every Affiliated Club shall be entitled to appoint delegates to attend the Annual and Council meetings as follows:
17.2.1 Each affiliated club shall, irrespective of the size of its membership, be entitled to at least one delegate, subject to a maximum of three delegates, calculated as follows: From 51 – 100 members – one additional delegate and for 101 – 150 members – two additional delegates.
17.2.2 The names of the delegates must be sent by Affiliated Clubs in writing to the Secretary not less than seven (7) days before the Annual General Meeting;
17.2.3 No delegate shall represent more than one Affiliated club;
17.2.4 Any affiliated Club unable to send delegates to an Annual General Meeting may vote by proxy. In this event the proxy must be appointed in writing, signed by the Lady Captain or Captain and Manager of the Affiliated Club concerned. The proxy shall specify the manner in which the proxy is to vote.
17.3 NOTICE
The Secretary shall give Affiliated Clubs 35 (thirty-five) days written notice of the Annual General Meeting, by postal mail, facsimile or electronic mail. The notice shall specify the venue, date and time of the meeting;
17.4 NOMINATION TO EXECUTIVE AND BUSINESS:
17.4.1 Any Affiliated Club wishing to place an item for discussion and/or voting on the Agenda of the Annual General Meeting shall advise the Secretary not less than 21 (twenty-one) days before the date thereof of such item and shall state precisely the nature of business to be dealt with.
17.4.2 Likewise Affiliated Clubs shall give the Secretary 21 (twenty-one) days notice of any nomination to the Executive.
17.5 AGENDA
The agenda together with the report of the Executive, Accounts of the immediately preceding year and specifying the business to be discussed at the Annual General Meeting shall be sent to Affiliated Clubs by postal or electronic mail or facsimile at least 14 (fourteen) days prior to the date upon which the meeting is to be convened.
17.6 VOTING AT COUNCIL
17.6.1 The Chairman shall have a deliberative as well as a casting vote and the remaining members of the Executive shall each have one vote. Each delegate representing an Affiliated Golf Club shall cast her vote/s en bloc, based on the membership of said Affiliated Golf Club at the 31st day of December in the previous year as per 17.2.1.
17.6.2 With the exception of the election to the Executive, which shall be by ballot, all matters, including Resolutions shall be determined by a show of hands unless a ballot be demanded either by the Chairman at the Meeting or by the delegates from two Affiliated Clubs.
17.6.3 The scrutineer, who shall be appointed by the Chairman, need not be a delegate.
17.6.4 Amendments to the Constitution must be carried by a 67% special majority.
17.6.5 Election of the Executive must be by an absolute majority.
17.6.6 Other decisions may be taken by a simple majority vote.
17.7 QUORUM
50% plus one of affiliated clubs shall form a quorum for any meetings of the Council. In the absence of a quorum the Meeting shall stand adjourned for two weeks, when those present shall form a quorum.
17.8 BUSINESS OF THE ANNUAL GENERAL MEETING
The business of the Annual General Meeting shall be:-
17.8.1 To read the notice convening the Meeting;
17.8.2 To read and confirm the Minutes of the previous Annual General Meeting and any special General Meeting held during the year;
17.8.3 To read and confirm the Report of the Executive and the Financial Statements for the past year
17.8.4 To confirm the annual fees payable by Affiliated Clubs;
17.8.5 To elect the Executive in terms of Clause 12.1.1
17.8.6 To appoint an Auditor;
17.8.7 To amend and alter the Constitution of the Union for which due notice has been given and tabled on the agenda;
17.8.8 To confirm the venue in respect of Western Province fixtures for the ensuing year and to confirm the details thereof;
17.8.9 To transact any special business which has been placed on the agenda.
17.8.10 To transact any general business without notice (other than an amendment to the constitution) which the meeting may decide to deal with.
The President, or in her absence the Vice-President, shall preside at all Annual General Meetings, and should both be absent the meeting shall appoint a Chairperson. In the event of an equality of votes on any matter the Chairperson, if having cast her deliberative vote, must have a second or casting vote.
18.1 CONVENING OF
Special General Meetings shall be convened by the Secretary at the request of the Executive or on a written request by the lady captain and manager or Captain and Manager of at least two Affiliated Clubs. The requisition shall state the reason for which the Special General Meeting is to be called:
18.2 BUSINESS
At any Special General Meeting only such business of which notice has been given may be transacted.
18.3 NOTICE
Notice of a Special General Meeting shall be posted or sent by facsimile or electronic mail not later than 14 (fourteen) days prior to the date of such meeting to all persons entitled to receive notice of such meeting. The notice shall be accompanied by an agenda of business to be conducted at the Special General Meeting
The Union shall accept and be bound by the Rules of Golf and such amendments thereto as may from time to time be adopted by Womens Golf South Africa and all competitions shall be played in accordance with the said Rules.
20.1 The Constitution of the Union shall not be altered except at the Annual General Meeting or at a Special General Meeting called for the purpose and no alteration shall be made to the Constitution unless supported by a special majority of votes.
20.2 Notice of the intention to amend, rescind or add any article or provision of the Constitution shall be given to the Secretary who shall within 14 (fourteen) days of receipt of such notice call the meeting by a notice posted not less than 14 (fourteen) days prior to the date of the meeting to those entitled to receive such notice.
20.3 All amendments to the Constitution which relate to the distribution and/or allocation of any accumulated financial surplus must be submitted to and approved by the Commissioner of the South African Revenue Services and the Director of Non-Profit Organisations.
21.1 The Union may not be dissolved, wound-up, or placed in liquidation except at a Special General Meeting called for the purpose and except by a Resolution of the delegates of the Affiliated Clubs present and voting at such a meeting;
21.2 If at a Special General Meeting of the Union it is resolved that the Union be dissolved, wound-up, or placed in liquidation, a liquidator shall be appointed at the Meeting, and instructions given as regards the disposal of property of whatsoever nature remaining after the payment of debts and liabilities of the Union.
Any disputes arising out of or in connection with the enforceability of this constitution or the application and interpretation of the provisions thereof or any dispute between:
22.1 WGWP and another National Sports Federation, or
22.2 Between a member of the Executive Committee of WGWP and the Executive Committee of the said union, or
22.3 Between the Executive Committee of the said union and a member or individual golfing member shall be referred to the Arbitration Foundation of South Africa for resolution through mediation or expedited arbitration in terms of the rules and procedure for the resolution of disputes in sport prevailing at the time such dispute is so referred. In the event of arbitration in terms of the aforegoing, such resolution shall be final and binding on the parties to the dispute.
All previous constitutions, amendments and additions are hereby repealed.
Proposed Constitution February 26 2007
