Constitution

of the Irish Wolfhound Club of Gauteng

1. INTERPRETATION

Throughout this constitution and in any regulations framed under it, words importing the singular shall include the plural, words importing the masculine gender shall include the feminine and neuter genders and vice versa unless such interpretation is inconsistent with the context thereof.

2. NAME

The name of the Club shall be IRISH WOLFHOUND CLUB OF GAUTENG herein after referred to as “the Club”.

3. AFFILIATION WITH THE KENNEL UNION OF SOUTHERN AFRICA

The Club shall be affiliated with the Kennel Union of Southern Africa and shall observe the Constitution, Rules and Regulations of that body.

4. HEADQUARTERS AND ADDRESS OF THE CLUB

The headquarters of the Club shall be as determined from time to time by the Committee, but shall be in Johannesburg, and the Club’s shows shall take place within that area and shall be within the western centre as defined by KUSA.

5. OBJECTS

The objects of the Club shall be:

To promote, encourage, foster and advance the breeding, well-being of, and interest in, the Irish Wolfhound breed of dogs.
To maintain observance of and adherence to the Breed Standards of the Irish Wolfhound breed of dogs as adopted from time to time by the Kennel Union of Southern Africa.
To organise and hold shows, match meetings, competitions in breed, obedience, working trials and other dog activities, including training for such activities.
To promote goodwill among all people interested in pure bred, pedigree dogs as well as towards pure bred, pedigree dogs and people interested in them.
To assist and advise prospective importers and exporters of pedigree Irish Wolfhounds.

6. POWERS

For the better attainment of its objectives, the Club shall be empowered:

To collect, canvas for and to accept subscriptions, donations, bequests, endowments and benefits of any nature for the Club, from any body or from any source whatsoever;
To invest the funds and assets of the Club in any manner seen fit by the Committee;
Subject to the approval of a two thirds majority of members with voting rights present at a General or Special General Meeting;
1. To acquire or dispose of immovable property;
2. To mortgage the immovable property of the Club and to mortgage or pledge the movable property of the Club;
3. To create and issue debentures and to mortgage the immovable property of the Club to secure such debentures.
4. To offer prizes and trophies in connection with any of the Club’s activities;
5. To arrange social functions for members and guests;
6. To design, register and issue any heraldic arms, badges or uniforms;
7. Generally to perform all such acts as may be expedient or necessary to further the interests of the Club and objectives for which it is formed.

7. TRADING AND INCOME

The Club shall not engage in any activities or transaction, which has as its object the financial gain of any person or persons or any institution other than the Club. The income and property of the Club shall be used solely for the pursuit of the Club’s objects.

8. TRUSTEE

The Chairman of the Club for the time being shall be the Trustee of the Club in whom shall vest all movable and immovable property of the Club and who shall be entitled to sue and accept service in the name of the Club. In handling the property of the Club and in dealing with legal issues, the Trustee shall always act on behalf of the Club, and in accordance with such directions given or decisions made from time to time by the Committee or passed by members in a general meeting of the Club.

9. INDEMNITY

All office bearers and members of the Club shall be indemnified by the Club in respect of any Legal liability while acting on behalf of the Club, provided they acted in accordance with directions given or decisions made from time to time by the Committee or passed by members in a general meeting of the Club.

10. MEMBERSHIP

Membership shall be open to any person who is not disqualified or suspended by the Kennel Union of Southern Africa.
There shall be five (5) classes of membership viz.
1. Honorary Life Members, limited to five (5) in number ,who shall be persons nominated by the unanimous vote of the Committee and subsequently elected at the next Annual General Meeting of the Club by a two thirds majority of members present with voting rights. Persons nominated for honorary membership shall be those considered worthy of special recognition for services to the Club or to dogdom or for an outstanding achievement in connection with dogs. An Honorary Life Member shall enjoy the full privileges of membership of the Club, free of subscription but shall be entitled to vote as an ordinary member.
2. Ordinary Members being members over 18 years of age who are not otherwise defined in this section. An ordinary member shall be entitled to vote at all general meetings of the Club. Ordinary members encompass Single and Dual membership.
3. Family Members comprising parents and children not over the age of 18 years. The parents shall each be entitled to vote as ordinary members but the children shall have no vote.
4. Junior Members being persons not included in a family membership, who are under 18 years of age. Junior members may participate in the discussion on any matter before the Club, but shall not be entitled to vote thereon.
5. Founder Member being persons who have paid an initial amount of R10.00 between the first General Meeting and the1st April 1981. Thereafter membership fees are as for any of the aforementioned categories.
The liability of each member shall be limited to the amount of the annual subscription.

11. APPLICATION FOR MEMBERSHIP

Application for membership shall be made in writing on the form prescribed from time to time and shall be considered by the Committee at its first meeting after the receipt of the application and until the acceptance by the Committee has been conveyed to the applicant he shall have no voting rights.
The Committee shall have complete and absolute discretion to accept, refuse or defer any application without having to disclose any reason for its decision.

12. LAPSING OF MEMBERSHIP

Membership will lapse:

Upon failure to pay a renewal subscription within 90 days of the date on which it becomes due;
Upon the receipt by the Secretary of written notice of resignation. All fees, subscriptions and other monies due prior to the date of receipt of the notice of resignation shall remain due and payable;
Upon the death of a member;
Upon the event of any member, including honorary member, being convicted of any offence relating to cruelty towards or neglect of an animal;
Upon the member being disqualified or suspended by the Kennel Union of Southern Africa.

13. REPRIMAND, EXPULSION OR SUSPENSION OF A MEMBER

Whenever by majority vote of the whole number of its members, the Committee is of the opinion that the behaviour or conduct of a member has been harmful, prejudicial or injurious to the objects, interests, good order or character of the Club or of the Kennel Union of Southern Africa, the Committee shall have the power to:
1. Reprimand such member in writing;
2. Suspend such member from all privileges of membership for a period not exceeding six months in cases where, in the opinion of the Committee his conduct was not sufficiently serious to justify expulsion and a member who has been suspended shall not be entitled to the refund of any fee or subscription paid or due by him;
3. Expel such member who shall thereupon be disbarred from all privileges of the Club without refund of fees or subscription paid or due by him except in respect in relation to life members when the Committee may at its discretion decide on an appropriate refund.
Before deciding to expel or suspend a member, such member shall be afforded full opportunity to explain his conduct to the Committee.
A member who has been suspended or expelled shall have the right to appeal against his suspension or expulsion to the members of the Club in a special general meeting. Such appeal must be lodged within 30 days of the receipt of notification of such suspension or expulsion with the Chairman or Secretary who shall take immediate steps to convene the Special General Meeting. At this meeting the case against the member shall be put by one member of the Committee on behalf of the Committee and the member shall be given an equal opportunity to defend himself. To reverse the Committee decision will require a two-thirds majority of members with voting rights present. The voting shall be taken by ballot.

14. SUBSCRIPTIONS

Subscriptions payable by the various categories of members shall be as determined from time to time by the Committee and may include special subscriptions from members participating in training.
Subscriptions shall be for one year or part thereof.
Renewal subscriptions shall become due and payable on the 1st May in each and every year.

15. PATRONS, PRESIDENT AND VICE-PRESIDENT

At each Annual General Meeting the members with voting rights may elect to invite such persons as they consider desirable to be Patron and Patroness, a President and Vice-Presidents who shall hold office at the members’ pleasure. The President and Vice-Presidents may take part in any general meeting of the Club and the President may also attend any meeting of the Committee and participate in the discussions thereat but these offices shall not, per se, carry any entitlement to vote. Vice-Presidents shall be limited to a maximum of four persons.

16. A. MANAGEMENT COMMITTEE

The management and control of the Club shall be vested in a Committee consisting of EIGHT members who shall be members of the Club not less than 21 years of age and all of whom shall be elected at an Annual General Meeting and who shall hold office as hereinafter provided.
At its first meeting, which shall be held within seven days of the Annual General Meeting at which it was elected, the Committee shall from its members elect a Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer.

16. B. TERMS OF OFFICE

The Committee elected at its first Annual General Meeting held under this Constitution shall at its first meeting determine by lot which members being one half of the total membership of the Committee shall retire from office at the end of the next ensuing Annual General Meeting. Except for the Committee members thus chosen to serve for one year only, all Committee members shall be elected to serve for a term of two years. All Committee members upon conclusion of their term of office may offer themselves for re-election provided that they remain eligible otherwise.
The office of Chairman, Vice-Chairman, Hon. Secretary, and Hon. Treasurer shall be held for one year from the date of appointment thereto until the close of the next Annual General Meeting.

16. C. VACANCY

A Committee member’s seat shall fall vacant if such member:
1. Dies – from the date of his death;
2. Resigns – from the date of such resignation;
3. Is no longer a member of the Club;
4. Fails to attend three consecutive meetings of the Committee – from the date of the third meeting he has failed to attend.
The Committee may appoint a member of the Club to fill any vacancy arising in terms of subsection (a) above and such member shall hold office for the remainder of the term of office of the Committee member he has replaced

17. POWERS OF COMMITTEE

The Committee shall have full power and authority to carry out all or any of the objects of the Club save where such powers are expressly reserved for a General Meeting.
In addition but without prejudice to this general authority, the Committee shall have power and authority:
1. To make, vary and repeal regulations for the better conduct of the Club;
2. To appoint such Committees and Sub-Committees as may be found necessary for the efficient administration of the Club for any special purpose and to delegate thereto such of its powers as it may deem desirable. Sub-Committees shall report back to the Committee;
3. To supervise the investment of the funds and assets of the Club and the depositing of Club funds in a Bank, Building Society or Financial Institution selected by it;
4. To appoint the Hon. Treasurer and at least one other person, who may not be close relatives, to sign cheques or other negotiable instruments being a minimum of two signatures in all;
5. To control the sale and issue of the Club’s registered heraldic arms, badges and uniforms;
6. To take such disciplinary action in terms of this Constitution as may be necessary;
7. To seek the view of members upon any matter by means of a questionnaire, referendum or ballot to and from members;
8. To perform all acts and deeds and do all things as are consistent with this Constitution;
9. To seek interpretation from the KUSA of any provisions of this and any rules and regulations made there under.

18. DUTIES OF OFFICERS

CHAIRMAN AND VICE-CHAIRMAN
1. It shall be the duty of the Chairman and Vice-Chairman to further the interests and prestige of the Club at all times and to ensure that the provisions of this Constitution and any regulations framed thereunder are complied with and that all decisions of the club in General Meeting and of the Committee are carried into effect.
2. The Chairman shall preside at all meetings of the Club and the Committee, and in his absence the Vice-Chairman, if present, shall preside. If the Chairman and Vice-Chairman are both absent, the members present shall appoint from among their number, a member to preside at such a meeting and the person so appointed shall have and exercise the powers and functions which could have been exercised by the Chairman if present.
HONORARY SECRETARYIt shall be the duty of the Honorary Secretary:
1. To attend all general meetings of the Club and all meetings of the Committee and to maintain a correct record of the proceedings and decisions taken thereat. In the event of the Honorary Secretary being unable to be present at any meeting he shall ensure that the minute book, correspondence etc., required at the meeting are handed to the Chairman prior to the meeting. In such event the meeting shall nominate one of its members to act as secretary at the meeting;
2. Subject to the control of the committee to receive and conduct the correspondence of the Club;
3. To ensure that all notices required by the Constitution are properly given;
4. To maintain up-to-date, a register of members and their addresses.
HONORARY TREASURERIt shall be the duty of the Honorary Treasurer:
1. To attend all general meetings of the Club and all meetings of the Committee. In the event of the Treasurer being unable to be present at any meeting, he shall ensure that the financial books and any financial statements or report required at the meeting are handed to the Chairman or a member of the Committee prior to the meeting. In such event it shall be the duty of the Honorary Secretary to inform the Honorary Treasurer of all decisions relating to financial matters taken at the meeting;
2. To maintain up-to-date, proper books of account reflecting the Club’s financial transactions and to reflect adequately the financial position of the Club;
3. Subject to the control of the Committee, to administer the finances of the Club;
4. To collect and bank expeditiously all monies owing to the Club and to disburse monies due by the Club without undue delay;
5. To keep the committee informed at all times on the general financial position of the Club;
6. To prepare a report on the financial transactions of the past financial year for the presentation at the Annual General Meeting.
AUDITOR
1. At each Annual General Meeting an Auditor who may not necessarily be a member, but shall hold adequate experience to discharge his duties, shall be elected and he shall audit the books of account, verify the assets of the Club, audit the annual accounts and balance sheet and report thereon prior to the Annual General Meeting;
2. No member of the Committee shall be eligible for appointment as Auditor.
OTHER OFFICERS
The duties of any other officers, appointed by the Club or the Committee, shall be laid down by the appointing body.

19. FINANCE AND ACCOUNTS

The financial year of the Club shall be the twelve calendar months ending 30th April in each and every year.
No persons other than a person acting within the limits of any authority conferred upon him by this constitution, or by the Committee, shall have the authority to give receipt for money or otherwise to enter into any contract or arrangement having the effect of imposing any liability on the Club or in any other way pledge the credit of the Club.
The books of account to be kept by the Treasurer in terms of Section 18.C of this Constitution shall be open at all reasonable times for inspection by any elected member of the Committee.

20. MEETINGS

THE ANNUAL GENERAL MEETING
1. The Annual General Meeting shall be held not later than three months after the close of the Club’s year, on a date and at a time and place to be determined by the Committee;
2. It shall be competent for any member to request that an item be placed on the agenda provided that such request is in the Secretary’s hands not later than 7 days prior to the date of the Meeting;
3. Notice stating date, time and place of the Annual General Meeting and including any proposal to amend the Constitution shall be posted to all members not less than 21 days before the date of such meeting;
4. The agenda for such meeting, which shall include the following items, shall be posted to all members not less than 21 days before the date of such meeting:Notice convening the meeting;
  Minutes of the previous Annual General Meeting and of any Special General Meeting held since then;
  Matters arising from the foregoing minutes;
  Chairman’s report for the year;
  Audited balance sheet and income and expenditure account for the year;
  Matters submitted by the Executive Committee;
  Matters submitted by members;
  Election of Committee;
  Election of Patrons, President, Vice-Presidents, and Auditor.
SPECIAL GENERAL MEETINGS
1. Annual or Special General Meetings shall be ELEVEN (11) members with voting rights. If the meeting was requisitioned then the 25 people doing so must be present. If summoned by the Committee then the quorum is ELEVEN.
2. If at the expiration of 30 minutes after the scheduled time of the meeting a quorum is not present, the meeting shall:
  1. if it is a Special General Meeting called on the requisition of members – be abandoned;
  2. If it is a Special General Meeting called on the requisition of the Committee stand adjourned for 30 minutes then the people present with voting rights will form the quorum and proceed with the business of the meeting.
COMMITTEE MEETINGS
1. The Committee shall meet for the despatch of business as often as is necessary but not less than once every two months. The Secretary shall convene a meeting of the Committee immediately on receipt of a written request signed by at least five members of the Committee and setting out in full the purpose of the meeting.
2. Not less than 7 days notice of all meetings of the Committee shall be given unless otherwise agreed to by the Committee.
NON-RECEIPT OF NOTICESThe non-receipt by a member of a notice convening any meeting of the Club or Committee shall not vitiate the proceedings of such meeting.

21. QUORUMS AT MEETINGS

Except where elsewhere provided, the quorum at any:
1. Annual or Special General Meeting shall be ELEVEN members with voting rights;
2. Committee meeting one half of the full Committee.
If at the expiration of 30 minutes after the scheduled time of commencement of the meeting a quorum is not present, the meeting shall:
1. If it is a Special General Meeting called on the requisition of members, be abandoned;
2. If it is a Special General Meeting called on the requisition of the Committee stand adjourned for 30 minutes then the people present with voting rights will form the quorum and will proceed with the business of the meeting.
3. In all other cases be adjourned to same day, time and place, one week later and at such adjourned meeting those members with voting rights present shall constitute a quorum and shall proceed with the business of the meeting.

22. VOTING

At all general meetings of the Club every member vested with a vote in terms of Section 10 shall be entitled to one vote. Matters before such meetings shall be decided by a simple majority of the votes of those present and voting except where a specific majority is required in terms of this Constitution or unless three or more voting members demand that such voting be conducted by ballot. If a ballot is so deemed it shall be by secret vote. The result of the ballot shall be deemed to be a decision of the meeting at which the ballot was requested.
At Committee meetings each Committee member shall have one vote. Matters before the Committee shall be decided upon by a simple majority of the votes of those present and voting except where a specific majority is required in terms of this Constitution.
At all meetings of the Club or the Committee, the chairman of the meeting shall, in the event of an equal number of votes cast for and against a motion, have a casting vote in addition to his deliberative vote.

23. AMENDMENTS OF THE CONSTITUTION

No alteration, amendment or addition to this Constitution shall be made except at a Special General Meeting properly convened and then only if not less than two-thirds of the members with voting rights who are present vote in favour thereof.
A proposal to alter, amend or add to this constitution may be submitted only:
1. By the Committee, or
2. By a requisition signed by not less than 25 members addressed to the Secretary.
Notwithstanding section (b) above, any member with voting rights may propose an amendment, alteration or addition to this Constitution by submitting such proposal in writing and fully motivated, to the Secretary, who shall lay such proposal before the next meeting of the Committee. The Committee shall have discretion to determine whether or not the proposal will be submitted to a Special General Meeting.

24. DISSOLUTION OF THE CLUB

Subject to the provision of Article 9 (4) of the Constitution of the Kennel Union of Southern Africa, any proposal to dissolve the Club shall only be considered at a Special General Meeting convened for the purpose, and then only in terms of this section.
No proposal to dissolve the Club shall be considered unless there are present not less than two-thirds of the members with voting rights of the Club at the time of such proposals, of whom not less than three-quarters vote in favour of such proposal.
Immediately a decision to dissolve the Club has been carefully taken in terms of this section, the Committee shall forthwith liquidate the affairs of the Club. If there is any surplus of assets on realisation, such surplus shall be disposed of to another body or bodies of similar interests in the manner prescribed by the Special General Meeting at which the decision to dissolve the Club was taken. Should there be no effective Committee, the KUSA shall be empowered to approach a person to act in place of such Committee.
If the dissolution of the Club becomes necessary as the result of a merger with any other Club or organisation with similar objects, the decision to merge shall be determined in a manner provided for in this section. The dissolution of the Club and the terms of such merger shall be approved at the Special General Meeting convened to consider the proposal to merge.