Constitution of BMW Clubs Africa

proposed at BMW Clubs Africa Annual General Meeting 2011-03-04
approved at BMW Clubs Africa Meeting 2011-06-04

Article 1: Name, Objective, Policy

 

1.1 Name

The name of the organisation shall be “BMW Clubs Africa”.

 

1.2 Objective

1.2.1 Promote and further interest in BMW and BMW-engined vehicles through the coordination of all of the BMW Clubs within the Sub-Saharan Africa market area;

1.2.2 Maintain a register of Member Clubs;

1.2.3 Provide advice to the Member Clubs with the running of their clubs;

1.2.4 Liaise with BMW (SA), BMW (AG) and BMW Clubs International Council on behalf of all of the member Clubs;

1.2.5 Endeavour to get all BMW clubs in Sub-Saharan Africa to become Member Clubs of BMW Clubs Africa; and

1.2.6 Be the Member of the BMW Clubs International Council responsible for the Sub-Saharan Africa market area.

1.3 Policy

1.3.1 BMW Clubs Africa is controlled and run by the Council on behalf of the Member Clubs of BMW Clubs Africa;

1.3.2 BMW Clubs Africa is an independent non-profit organisation and shall not fall under the control of, or be dependent upon BMW SA, BMW AG, the BMW Clubs International Council, or any BMW Dealer; and

1.3.3 BMW Clubs Africa is a member of the BMW Clubs International Council and may become affiliated to or a member of organisations with similar objectives, but shall not fall under the control of any such organisation.

 

Article 2: Organisation, Council, General Meetings

 

2.1 Organisation

2.1.1 BMW Clubs Africa will be controlled and run by the Council.

2.1.2 BMW Clubs Africa shall carry out its work through Member Clubs located throughout Sub-Saharan Africa.

2.1.3 Membership shall be available to BMW Clubs which complies with the Membership Agreement, and the guidelines and the requirements of the BMW Clubs International Council.

2.1.4 Annual membership shall be from 1 January to 31 December of each year.

 

2.2 Council

2.2.1 BMW Clubs Africa shall be directed and its business conducted by the Council.

2.2.2 The Council consists of Member Club representatives, and the immediate Past-President.

2.2.3 Club representatives are appointed by Member Clubs in writing to the Secretary of BMW Clubs Africa.

2.2.3.1 Club representatives must be paid-up members in good standing of the Member Clubs for more than two years to qualify to hold either position, and must have served on the Committee of the Member Club for a period of at least one year.

2.2.4 Representatives from the Member Clubs to the Council are limited to:

2.2.4.1 One representative when it has 25 to 99 members

2.2.4.2 Two representatives when it has 100 or more members.

2.2.5 The Council shall serve from one Annual General Meeting to the next.

2.2.6 The Council shall convene three or more times each year of which one must be the AGM in the manner determined by the Council. The meeting can be attended in person or via other live communication media.

2.2.7 Sixty percent of the members being present in person or by proxy shall represent a quorum.

2.2.8 The office-bearers of BMW Clubs Africa will form the Executive Committee, responsible for the operation of the Club.

2.2.9 Any resolution or business requiring a vote shall be passed by a simple majority of members present in person or by proxy, by a show of hands. In the event of a tie in the voting, the President shall be entitled to a casting vote, in addition to his own vote.

2.2.10 The Annual General Meeting shall elect the office-bearers from the members of the Council.

 

2.3 Annual General Meeting

2.3.1 The Annual General Meeting shall be held annually in the 1st quarter of each year and can be held in conjunction with the first meeting of the Council.

2.3.2 All members of the Council shall be entitled to attend and vote.

2.3.3 Member Clubs may in addition send maximum number of two observers who shall be entitled to attend, but not vote.

2.3.4 Twenty-one days’ notice of the time and place of the meeting shall be given to Member Clubs by the Council, together with the agenda of the meeting.

2.3.5 All items for discussion under General on the agenda shall be notified to the Secretary before the meeting.

2.3.6 The quorum and voting shall be as specified above.

2.3.7 Any proxy shall be submitted to the Secretary, in writing, at least two days before the meeting.

 

Article 3: Member Clubs

3.1 Member Clubs – Role

The role of a Member Club shall be to carry out the objectives of BMW Clubs Africa on behalf of its members.

 

3.2 Member Clubs – Operation and Powers

3.2.1 The Member Club’s operations shall be subject to the authority of BMW Clubs Africa and the Council.

3.2.2 The Member Club shall adhere to and comply with all written policies and procedures for Member Clubs as are issued by the Council from time to time, including the standards set by BMW Clubs International Council.

3.2.3 The Member Club shall not have the power to bind BMW Clubs Africa in any matter, unless authorised in writing by the Council to do so.

 

3.3 Membership Requirements

In order to grant or to maintain Membership, the Council shall be satisfied that a BMW club exists that is:

3.3.1 Capable of adhering to and carrying out the objectives of BMW Clubs Africa.

3.3.2 Capable of handling their administration and finance in a correct and proper manner.

3.3.3 Capable of upholding the name and reputation of BMW and of BMW Clubs Africa.

 

3.4 Membership

3.4.1 BMW Clubs Africa follows and adheres to the general guidelines for a Club as specified by BMW Clubs International Council.

3.4.2 Annual membership shall run from 1 January to 31 December of each year.

3.4.3 The Membership fees payable will be set annually at the Annual General Meeting.

3.4.3.1 Fees for the year will be due on 1 March.

3.4.3.2 It will be based on previous year’s membership as at 31 December of that year.

3.4.3.3 A register of the Member Club’s members together with either the Club’s Annual General Meeting minutes or the Club’s Chair’s annual report for the current year will be submitted with the payment. In case the Club’s Annual General Meeting occurs after the BMW Clubs Africa Annual General Meeting it needs to be submitted directly after the Club’s Annual General Meeting.

3.4.4 New Member Clubs joining during the year will pay a pro-rata amount for the current year.

 

Article 4: Power, Roles and Duties of Office Bearers

4.1 Council

4.1.1 The Council shall control and run BMW Clubs Africa on behalf of the Members Clubs. Between meetings all actions necessary to carry on the business of BMW Clubs Africa shall be taken, and all business transacted by, the Executive Committee.

4.1.2 The Council shall have the power to grant or cancel membership to Club Africa.

4.1.3 The Council shall have the power to suspend or expel any member Club whose conduct it deems to be prejudicial to the interests of BMW Clubs Africa or its members, failing a satisfactory explanation being given to the Council.

4.1.4 The Council shall have the power to co-opt additional members to serve on the Council.

4.1.4.1 Any co-opted members shall serve until the next Annual General Meeting, or for the agreed period.

4.1.4.2 Co-opted members will not have any voting rights.

4.1.5 The Council shall have the power to form sub-committees, which shall be chaired by a member of the Council, to assist the Council to carry out their duties.

 

4.2 President

4.2.1 The President is elected from Council members with tenure of 3 years or more by majority vote and will serve for two years.

4.2.2 The President shall chair General Meetings and Meetings of the Council.

4.2.3 The President shall represent the BMW Club as required and shall communicate with BMW SA, BMW AG, the BMW Clubs International Council and other organisations, as required.

4.2.4 The President in conjunction with the Executive Committee shall act on behalf of the Council in emergencies, advising them as soon as possible thereafter.

 

4.3 Vice-President

4.3.1 The Vice President is elected from Council members with tenure of 1 year or more by majority vote and will serve for two years.

4.3.2 The Vice-President shall assist the President with the running of BMW Clubs Africa, paying particular attention to administrative matters.

4.3.3 The Vice-President shall act for and on behalf of the President in his/her absence.

4.3.4 In the event of the President vacating office for any reason, the vice-President shall become President until the end of the current term of office of the President.

4.3.5 In the event where the President and the Vice-President both vacate their offices, a special general meeting of the Council will elect a new President.

4.4 Secretary

4.4.1 The Secretary is elected from Council members with tenure of 1 year or more by majority vote and will serve for two years.

4.4.2 The Secretary shall take minutes of all meetings of the Executive Committee, Council and General Meetings, and keep a minute book with a record of all minutes.

4.4.3 The Secretary shall deal with all day-to-day correspondence and all matters incidental to the running of BMW Clubs Africa.

4.4.4 The Secretary shall keep the records of BMW Clubs Africa, including a register of members.

4.5 Treasurer

4.5.1 The Treasurer is elected from Council members with tenure of 1 year or more by majority vote and will serve for two years.

4.5.2 The Treasurer shall have charge of and maintain proper accounts of the funds of BMW Clubs Africa, which shall be deposited in the name of BMW Clubs Africa, at a bank approved by the Council.

4.5.3 The Treasurer shall make all payments necessary for the operation of BMW Clubs Africa, upon signature as required in Article 5.2.

4.5.4 The Treasurer shall collect and bank any monies due to BMW Clubs Africa on a regular basis, after receipting and recording in the books of BMW Clubs Africa.

4.5.5 The Treasurer shall report to the Council on the state of the finances of BMW Clubs Africa at each Council meeting. Approval by the Council of the financial report shall signify approval of all income and expenditure therein.

4.5.6 The Treasurer shall present the Annual Financial Statement to the Annual General Meeting. Approval by the Annual General Meeting shall signify approval of all income and expenditure therein.

4.6 Delegate

4.6.1 The Delegate is elected from Council members with tenure of 3 year or more by majority vote and will serve for two year, and will not be eligible for election to this role for 5 years thereafter. Only members who have served as Observer are eligible.

4.6.2 The delegate will represent BMW Clubs Africa at the BMW Clubs International Council, and is authorised to exercise its voting right.

4.6.3 Special exception is made for any member who is elected to the Board of BMW Clubs International Council whereby the election process and the 2 year limit are waived. This exception is subject to approval by majority vote of the Council members.

4.7 Observer

4.7.1 The Observer is elected from Council members with tenure of 3 year or more by majority vote and will serve for one year, and will not be eligible for election to this role for 5 years thereafter.

4.7.2 The observer will represent BMW Clubs Africa at the BMW Clubs International Council, in support of the delegate.

4.7.3 Special exception is made till 2012, whereby the rotational roster is followed – to attend is MCC Pretoria in 2011 and CC Kwazulu Natal in 2012.

 

Article 5: Administration and Finance, Signatories, Winding Up, Amendments to Constitution

5.1 Administration and Finance

5.1.1 BMW Clubs Africa is a non-profit organisation and all income and property of BMW Clubs Africa shall be applied solely towards the objectives.

5.1.2 No portion thereof shall be paid or transferred directly by way of dividends or bonus or otherwise, to a Council office bearer, Member Clubs or 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 BMW Clubs Africa.

5.1.3 Immovable property and other investments and assets of BMW Clubs Africa wherever situated shall vest in and be registered in the name of BMW Clubs Africa.

5.2 Signatories

5.2.1 The signatories of BMW Clubs Africa shall be the office bearers. The signatures of any two of the office bearers for the time being duly authorised thereto by a resolution of the Council shall be required for the signing of any formal or legal documents on behalf of BMW Clubs Africa, including cheques, banking accounts and savings accounts.

5.2.2 The office bearers shall conduct all business in a manner that is in keeping with the policy and objectives of BMW Clubs Africa being duly aware of their responsibility. These persons are empowered to sign all legal documents to accept gifts, donations or any other assets on behalf of BMW Clubs Africa; in case of need represent in legal action; convey transfer of assets other than immovable property by purchase, exchange, donation or sale; invest, hire or borrow; open banking and savings accounts; and carry out any other business necessary for normal day to day operation.

5.3 Winding Up

If upon the winding up or dissolution of BMW Clubs Africa 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 objectives similar to the objects of BMW Clubs Africa. The beneficiary shall be determined by the members in General Meeting at or before the winding up or dissolution

 

5.4 Amendments to Constitution

Amendments to this Constitution shall only be made by the members in the Annual General Meeting. Notice as required in Article 2 shall be given and any amendment shall require a two-thirds majority vote of the members present, by a show of hands or by voice over live communication media.

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