1. Name
The name of the Club shall be SOUTHBROOM GOLF CLUB.
2. Objects
The objects of the Club are:
The Rules of the Game shall be those of the Royal and Ancient Golf Club at St Andrews and such rules as may, from time to time, be framed by the Committee.
The Club shall be entitled to exercise all such powers and authorities as are conferred upon it by this Constitution and as are or may be vested in it by operation of law, provided that the Club shall under no circumstances have the power or be permitted to distribute any of its profits or gains to any person, and shall utilise its funds solely for investment or for the objects for which it is established, and shall in particular have the following powers:
Membership of the Club may be granted in one of the following categories:
A Full Member shall be any person elected to be a Full Member of the Club.
A Junior Member shall be a person who, being under the age of 20 (twenty) within 6 (six) months of the start of the financial year of the Club has been duly elected a Junior Member, shall be entitled to use of the Club facilities in accordance with regulations laid down by the Committee.
An Associate Member shall be a person who, having been duly elected to be an Associate Member, shall be entitled to use of the Club facilities in accordance with regulations laid down by the Committee
A Handicap Member shall be a person who having been duly elected to be a Handicap Member shall be entitled to use of the Club facilities in accordance with regulations laid down by the Committee.
A Social Member shall be any member duly elected to Social Membership or any member who has elected to transfer membership to that of a Social Member. Social Members are entitled to use the Club facilities in accordance with regulations laid down by the Committee.
The Committee shall determine the duration of membership applicable to such members.
A Temporary Member shall be a person engaged at the Club in any match or competition provided that:
A Reciprocity Member shall be a member of another Club with which a formal reciprocal arrangement of membership has been concluded.
A Special Member shall be a person, who in view of special services to the Club, is appointed to this category of membership by the Committee for any period not exceeding one year and under such terms and conditions as the Committee may impose.
6.1. A person desiring to be a member shall submit a completed application form in a manner prescribed by the Committee.
6.2. The election of a member shall be by a round-robin vote of the Committee, should three members of the Committee vote against acceptance the application will be rejected.
6.3. The Committee may call for references or additional information and take such steps and time as it deems appropriate to determine the suitability of the applicant.
6.5. No candidate who has been rejected for membership shall again be eligible for election until 6 (six) months have expired from the date of such rejection.
6.6. If the application is successful, the applicant shall become a member on election.
Membership of the Club does not and shall not give to any member of any category any right, title, interest, claim or demand in or to any of the monies, property or assets of the Club, but only confers upon such member the right and privilege of entering into and upon the grounds and erections of the Club, and to use the same in accordance with the uses to which they are devoted by the Committee of the Club, and subject to such restrictions and charges as the Committee may from time to time impose, and subject to the Rules and Regulations of the Club from time to time in force.
In the event of the Club being wound up, there shall be no liability incurred by any member other than in respect of unpaid subscriptions and any article or money owing to the Club.
The payment by or on behalf of a member of his or her first subscription shall be acknowledgement on the part of such member that he or she is bound by the Rules and Regulations of the Club, that have been or may hereafter be made by the Committee, and that he or she accepts the ruling of the Committee in all cases, and no person shall be absolved from the effects of the Rules and Regulations in the plea of not having received a copy of them.
10.1 The Committee in its discretion shall from time to time determine:
10.1.1 The entrance fee payable for each category of membership and shall have the right to decrease the entrance fee in particular circumstances of individual cases.
10.1.2 The entrance fee, if any, to be paid by a member who transfers from one category of membership to another.
10.2 The Committee may, in its discretion, decide upon any reduction of entrance fee for the immediate family of a Full Member. The immediate family will include the member’s spouse or partner and dependants up to the age of 21 (Twenty One), unless a dependant is a full time student, in which case the age limit shall be 25 (Twenty Five)
14.1 The affairs of the Club shall be governed and managed by a Committee of 10 (Ten) persons, consisting of 6 (Six) Executive Members including Chairman, Captain, Vice-Captain and 3 (Three) others and 4 (Four) Ex Officio Members, being the President, the General Manager, the Director of Golf and the Captain of the Ladies Section.
14.2 Full members who have been members of the Club for 2 (Two) years shall be eligible for election to the Committee.
15.1 A President shall be elected at an Annual General Meeting and shall hold office for a period of 2 (Two) years. The nominee shall have served at least 1 (One) full year on the Committee during a 10 (Ten) year period immediately preceding nominations for the position.
15.2 Nominations for the position of President shall be in writing and such nominations shall be signed by 2 (Two) Full members and endorsed with the consent of the nominated member. Such completed nomination forms must be received by the Club at least 6 (Six) days prior to the date of the Meeting and on receipt by the Club they shall be posted on the Club Notice Board.
15.3 In the event of there being more than 1 (One) nomination for the position of President, a ballot shall be conducted to determine who shall serve as President.
15.4 In the event of a new President being elected at an Annual General Meeting, the past President shall automatically be eligible for election as one of the Executive Members of the Committee to be elected at the Annual General Meeting.
14.2 Full members who have been members of the Club for 2 (Two) years shall be eligible for election to the Committee.
16.1 The Executive Members of the Committee shall be elected at the Annual General Meeting, or at a Special General Meeting called for such purpose, and shall hold office for two years or, if elected at a Special General Meeting, until the next Annual General Meeting.
16.2 A retiring member of the Committee shall be eligible for election to any position on the Committee without nomination provided notice of such intention to do so is posted on the Notice Board at least 6 (Six) days prior to the Meeting. A member other than a retiring member of the Committee, shall be eligible for election to the Committee only if a nomination signed by 2 (Two) Full members and endorsed with the consent of the nominated member has been received by the Club at least 6 (Six) days prior to the date of the Meeting.
16.3 Once the Executive Members of the Committee have been elected, a Captain for the ensuing year shall be elected at the Annual General Meeting from among the 6 (Six) Executive members elected to the Committee.
16.4 Should there be more than one nomination for the position of Captain a ballot shall be taken.
16.5 At the first meeting of the Committee, which shall convene immediately after the close of the Annual General Meeting, there shall be elected a Chairman and a Vice-Captain.
17.1 The Committee shall have the power and authority to do any act, matter or thing which could or might be done by the Club excepting such matters as are in this Constitution specially reserved to be dealt with at a General Meeting.
17.2 The Committee shall in addition to the general powers and authorities granted to the Committee by this Constitution have the following special powers:
17.2.1 To appoint a Director of Golf;
17.2.2 To appoint, suspend or discharge any employee of the Club and to fix remuneration and terms of employment;
17.2.3 To fix or amend from time to time tariffs and charges including green, playing, annual playing card, garaging and trail fees, caddies’ remuneration and any other tariffs necessary.
17.2.4 To institute, conduct, defend, compound or abandon any legal proceedings by or against the Club, or its officers, or otherwise concerning the affairs of the Club;
17.2.5 To make, vary and repeal Rules and Regulations for the running of the affairs of the Club, its officials and servants, provided that such Rules and Regulations do not conflict with the Constitution; The Committee shall cause all Rules and Regulations which it brings about to be recorded in a special register therefor which shall be maintained by the Club and available for inspection by members at all reasonable times;
17.2.6 To hold competitions and tournaments and to make any special arrangements therefor, and to set aside the Club’s grounds, or any part thereof for any special purpose whatsoever;
17.2.7 To arrange terms of reciprocity with other Clubs;
17.2.8 To obtain and hold any licences or authorities which may be required to enable the Club to exercise any of its rights or functions;
17.2.9 To co-opt, at its discretion, a member or members for any purpose.
17.2.10 To fill such vacancies amongst their number as may occur during their term of office;
17.2.11 To acquire or dispose of by purchase or lease any freehold or leasehold capital equipment or immovable property, limited to an amount approved by members at a General Meeting. Capital Expenditure shall be defined as expenditure on capital items and shall be disclosed in the Annual Financial Statements in accordance with the following Entity Based Accounting Policy:
FIXED ASSETS AND DEPRECIATION Fixed assets are written down to a valuation of R1 for each category of asset. Additions and replacements are written off in the year of purchase with the exception of fixed assets acquired under instalment sale and lease contracts, the cost of which are written off over the period of the contract. Details pertaining to the individual items are recorded in appropriate asset registers.
17.2.12 To authorise by resolution any 2 (Two) members of the Committee to sign on behalf of all the members of the Club all Powers of Attorney, contracts, agreements or deed or documents requiring signature;
17.2.13 To fill any vacancy occurring in the position of Auditor;
17.2.14 To raise and borrow money for the Club, within the constraints of the approved budgets except in the case of an emergency;
17.2.15 To determine the maximum number of members in any category;
17.2.16 To discipline members for any misconduct in terms of the Constitution;
17.2.17 To deal with any conditions or circumstances arising for which specific provision is not provided for in this Constitution or in the Rules and Regulations of the Club.
17.2.18 To consider, approve, limit and control existing and additional Donor, Memorial or Commercial signage positioned or to be positioned on the golf course or within the clubhouse.
17.2.19 To maintain the golf course in an acceptable playing condition to the members, and not make any material alterations to the design of the course without the prior approval of members at a General Meeting.
18.1 The Committee shall meet once every month or more often as occasion requires.
18.2 At least 7 (Seven) full days-notice shall be given of all meetings of the Committee, unless all members of the Committee agree to accept shorter notice.
18.3 At all meetings of the Committee, 6 (Six) shall constitute a quorum.
18.4 Any member of the Committee absenting himself or herself without leave from 2 (Two) consecutive meetings, of which due notice has been given, shall cease to be a member of the Committee, provided that such meetings do not take place within a period of 30 (Thirty) days.
18.5 A meeting of the Committee may be convened at the request of the Chairman or on the written request of at least 2 (Two) members of the Committee.
18.6 Voting procedure All decisions at Committee Meetings shall be decided by a majority of votes, unless otherwise specified herein, and the declaration of the result by the Chairman shall be conclusive. The Chairman of a Committee meeting shall have a casting vote in addition to a deliberative vote.
The Chairman or in his absence the Captain or in his absence a member elected by the members present shall be the Chairman of the Committee. The Chairman of any meeting shall have a casting vote in addition to his deliberative vote.
20.1 The Chairman shall have the power to appoint Sub-Committees for any purpose and to delegate to Sub-Committees such powers as may be deemed desirable.
20.2 A Sub-Committee (the Ladies’ Committee) shall be appointed in terms of Annexure A hereto to manage the affairs of ladies’ golf.
20.3 The Chairman shall be ex officio member of all Sub-Committees.
The members of the Committee and Sub-Committees are hereby indemnified and held harmless against any loss or damage that may be suffered as a result of endeavours made by them in good faith to give effect to the duties and powers vested in them.
22.1 Only Full members shall be entitled to vote at General Meetings, being Annual General Meetings and Special General Meetings.
22.2 Notice of the date and hour of all General Meetings shall be posted in the Clubhouse, and e-mailed or posted to all members entitled to attend and vote at the meeting at their addresses reflected on the Membership Roll, at least 14 (Fourteen) days prior to the date of such meeting. All General Meetings shall be held in the Clubhouse.
22.3 The accidental omission to send a notice to any member shall not invalidate the Meeting.
23.1 An Annual General Meeting shall be called for not later than 4 (Four) months after the commencement of the financial year. The financial year shall commence on 1st September.
23.2 The Notice of the Annual General Meeting shall include the Report of the Committee, an Audited Financial Statement of the affairs of the Club for the previous year, a summary of the Capital Expenditure budgets and estimates and any proposed resolutions of which due notice has been given in terms of Clause 29.8.
23.2 No provision of this Constitution shall be repealed, amended or substituted and no new rule made save by a resolution carried by at least two-thirds of the Full Members present and voting at a General or Special General Meeting of which due notice of the proposed alterations and/or additions has been given.
24.1 Special General Meetings may be called by resolution of the Committee, or on a requisition addressed to the Chairman signed by not less than 15 (Fifteen) Full Members.
24.2 The requisition shall set forth clearly the business for which such Special General Meeting is to be convened and the resolution which is to be proposed.
24.3 Only such business shall be considered at a Special General Meeting as has been specified in the notice of the meeting.
24.4 A Special General Meeting requisitioned by 15 (Fifteen) members shall be convened by the Chairman within 30 (Thirty) days of his receipt of such requisition provided that no such meeting shall be convened if the business of the Meeting shall be to consider what in the opinion of the Committee is substantially the same as that considered at a General Meeting held less than 12 (Twelve) months previously.
The Chair at all General Meetings shall be taken by the Chairman or in his absence the Captain or in his absence the President.
26.1 The quorum for a General Meeting shall be 20 (Twenty) Full members. Should no quorum be present within 15 (Fifteen) minutes after the time fixed for the meeting, the meeting shall, in the case of an Annual General Meeting or a Special General Meeting called by the Committee, be postponed to the same place, day and hour in the following week, and, at such adjourned meeting those members present shall be deemed to be a quorum for the transaction of all businesses of the meeting.
26.2 In the case of a Special General Meeting called by requisition of members, if no quorum be present within the specified time above, the meeting shall be dissolved.
27.1 A General Meeting may be adjourned from time to time by a majority of votes.
27.2 Unless otherwise provided in this Constitution:
27.2.1 All decisions at General Meetings shall be decided by a majority of votes and the declaration of the result by the Chairman shall be conclusive.
27.2.2 All votes other than for election of members of the Committee shall be taken by a show of hands unless a ballot is demanded by not less than 10 (Ten) members, in which event the Chairman shall fix the time and mode of such ballot. All votes for members of the Committee shall be by ballot.
27.2.3 Voting procedure: Members must vote for at least the minimum number of candidates necessary to fill the Committee. A spoilt paper will be considered one where there are less or more votes than the number of vacancies to be filled.
27.3 PROXIES
27.3.1 A member entitled to attend, speak and vote at any Annual or General Meeting of the Club may appoint another member of good standing as his or her proxy to speak and on a poll, vote on his or her behalf at any such meeting. The instrument appointing a proxy shall be in writing and signed by the appointer and be delivered to the Club by no later than forty-eight hours before the time appointed for holding the meeting at which the person named in such instrument proposes to vote; and in default the instrument of proxy shall not be treated as valid. In determining the period of forty-eight hours, Saturdays, Sundays and public holidays shall not be taken into account.
27.3.2 A member may not appoint more than one proxy to attend a General Meeting.
27.3.3 A proxy shall only be for a specified meeting and any meeting as a result of the adjournment thereof.
27.3.4 Every instrument of proxy shall be in the form or to the effect determined by the Committee from time to time and the Committee may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting.
27.3.5 Any member present and entitled to vote, as a member or as proxy, shall have only one vote on a vote by a show of hands, irrespective of the number of members he or she represents by proxy.
In all cases of an equality of votes at General Meetings, the Chairman shall have a casting vote.
The business to be transacted at the Annual General Meetings shall be:
29.1 To confirm the Minutes of the previous Annual General Meeting;
29.2 To receive the Report of the Committee on the affairs of the Club;
29.3 To receive and consider the Audited Financial Statements for the preceding year;
29.4 To receive and consider the Proposed Capital budget for the ensuing year;
29.5 To elect the Committee for the ensuing year;
29.6 To elect Honorary Life Members, if any, recommended by the Committee, of which notice has been given;
29.7 To appoint an Auditor;
29.8 To consider resolutions concerning the affairs of the Club, of which notice has been given in conjunction with the notice of the Annual General Meeting;
29.9 To consider any business concerning the affairs of the Club.
30.1 Should any member in the opinion of the Committee, commit any willful breach of the Constitution or the Rules and Regulations of the Club, or be guilty of improper, dishonest or unworthy conduct, or fail to make payments of monies due to the Club after due notice, or be guilty of conduct unbecoming or prejudicial to the interests of the Club, whether within the Club’s precincts or outside them, or become insolvent, the Committee shall have the power:
30.1.1 To reprimand such member;
30.1.2 To call upon such member to rectify any misconduct;
30.1.3 To expel such member;
30.1.4 To deprive such member of any or all rights and advantages of his or her membership during such time or period as the Committee in its absolute discretion may deem fit and advisable;
30.1.5 To call upon such member in writing to resign, and if he or she fails to resign, within 30 (Thirty) days of the date of such request, to expel such member;
30.1.6 To call upon such member in writing to appear before the Committee and there explain his or her conduct and should such member fail to appear when called upon, to expel or otherwise deal with such member as provided in this Constitution;
30.1.7 To declare such member ineligible for re-election.
In exercising the powers conferred by Clause 30 hereof, the Committee shall be bound by the following provisions:
31.1 Any action taken by the Committee under the provisions of 30.1.3, 30.1.4, 30.1.5, 30.1.6 or 30.1.7 above shall not entitle any member so dealt with, to a refund in either part or whole of any entrance fee or subscription which has been paid in terms of this Constitution;
31.2 No member shall be dealt with in terms of the provisions of 30.1.3, 30.1.4, 30.1.5, 30.1.6 or 30.1.7 above, unless and until the Committee shall have given him or her an opportunity to appear before it at such time and place as it may deem fit to explain or justify his or her conduct, and at such hearing the Committee shall determine the procedure to be adopted. The Committee shall have the power to summon any member or request any other person to appear before it to give evidence for or against any such member, and any such member shall have the like power to tender the evidence of any member or any other person he or she may deem fit;
31.3 All communications between the Committee and a member dealt with in terms of 30.1.3, 30.1.4, 30.1.5, 30.1.6 or 30.1.7 shall be confirmed in writing.
32.1 Any member expelled or called upon to resign by the Committee, shall have the right to appeal against the Committee’s decision to a Special General Meeting of Full Members by giving notice to that effect to the Committee within 1 (One) month of its decision.
32.2 Such Special General Meeting shall be convened without delay after the member concerned has notified in writing his or her desire thus to appeal and has deposited with the Club a sum of money which, in the opinion of the Committee would be sufficient to cover all reasonable expenses which would be incurred in convening and holding the Special General Meeting.
32.3 Only in the event of the member’s appeal proving successful shall the deposit be refunded.
32.4 Where an appeal has been lodged in respect any decision of the Committee, the Committee’s decision shall remain in abeyance, but the member concerned shall, from the date of such decision until the decision of the Special General Meeting, be precluded from all privileges of membership.
32.5 A Special General Meeting convened to hear an appeal in terms of this clause shall have the power to confirm, revoke or vary the decision of the Committee within the terms of Clause 30 hereof.
Any addition, or alteration to the Constitution shall require the sanction of a majority of not less than two-thirds of the members present at a General Meeting.
34.1 The Club may be dissolved by a resolution passed at any special meeting called for that purpose provided that such resolution is passed by a majority of two-thirds and further, that such resolution is confirmed at a Special General Meeting held not less than 1 (One) month thereafter by the majority of members entitled to vote thereon.
34.2 Upon winding up or liquidation of the Club, all its assets remaining after the satisfaction of its liabilities shall be given or transferred to some other Club, having objects similar to those of the Club.
34.3 Upon winding up or liquidation of the Club, none of the assets remaining after the satisfaction of its liabilities shall be distributed to any member of the Club.
This Constitution shall come into effect on adoption and the previously existing Constitution shall then stand repealed, provided that anything done under the previously existing Constitution shall be presumed to have been done in terms of the corresponding provision of this Constitution.
Matters pertaining to ladies’ golf shall be arranged in terms of this Annexure A.
