Constitution

ALGOA FLYING CLUB

CONSTITUTION

NOTE:

(i) The Bye-Laws of the Algoa Flying Club are published separately.

(ii) When the Male is stated the Female applies equally and fully.

Clause 1.NAME:

The name of the Club shall be the “Algoa Flying Club”.

Clause 2.OBJECTS:

The objects for which the Club exists, and shall be carried on, are to encourage, develop and promote interest in all forms of aviation and good fellowship among its members and to do all such things as are incidental or conducive to the attainment of the above objectives.

Clause 3.LEGAL STATUS:

The Club shall be a legal entity distinct from its members and shall enjoy perpetual succession unaffected by changes in the membership or managing committee from time to time.

The income and property of the Club may not be distributed to its members or office bearers except as reasonable compensation for services rendered. This compensation may not be excessive. Members and the office bearers therefore have no rights to the property or other assets solely by virtue of their being members or office bearers. The Club is a non-profit organization.

Clause 4.LIABILITY OF MEMBERS:

The property of the Club shall solely be liable for the debts of the Club and the Members shall not be personally liable for such debts or any portion thereof.  The liability of the Members shall at all times be strictly limited to the subscriptions payable by them and any monies that may be owing by them to the Club.  Furthermore, no Member of the Club shall be held responsible, or personally liable for any claim or claims arising from the injury or death of any person or persons, or damage to property, howsoever caused, at any function organised, promoted or sponsored by the Club.

Clause 5.MANAGING COMMITTEE:

The affairs of the Club shall be conducted by a Management Committee not exceeding 9 members including the President, ex officio, all of whom shall be elected by the Members present at an Annual General Meeting held in compliance with Clause 16, for a period of 2 years. Proxy votes shall not be allowed.

Notwithstanding the above, 4 members of the Management Committee shall retire each year, but shall be eligible for re-election.

A member otherwise qualified to stand for election to Management Committee shall be disqualified from standing for election if he is engaged in aviational business activities.

A member of the Management Committee who subsequent to his election engages in aviational business activities shall be disqualified from serving on the Management Committee and shall immediately resign his position on the Management Committee.

The Management Committee, excluding the member concerned, shall be the sole judge as to whether the member concerned is engaged in aviational business activities.  This does not prevent a member who is engaged as a commercial pilot or instructor from standing for election unless he is acting in competition to the Club.

The managing committee elected shall at their first meeting elect from amongst their members (excluding the President) the following: –

(i) Chairman

(ii) Vice-Chairman

(iii) Secretary/Treasurer

for the ensuing year.

It shall be the duty of the Secretary/Treasurer, in addition to any other duties ascribed to him by the Managing Committee, to keep proper accounts and records of the financial affairs of the Club.

Should such Chairman or Vice-Chairman not be present at any Meeting of the Managing Committee, an acting Chairman of such meeting shall be elected from amongst any of those Members present.

Decisions will be taken by a majority vote of the Members at the meeting. The Chairman of any Meeting shall have a casting vote in addition to his own vote

The President shall not be eligible to act as Chairman of the Managing Committee.

Four (4) Members of the Managing Committee present shall form a quorum at meetings of the Managing Committee.

The managing Committee shall meet at least once in every month to transact business.

The Managing Committee shall remain in power until a new Managing Committee shall have been elected.

Any Member of Committee absent from 3 (three) consecutive Monthly Meetings shall cease to be a Member of the Committee unless leave of absence has been granted by the Committee.

The Managing Committee shall have power to:-

(a) Appoint from their Members Sub-Committees for any purpose and to delegate to such Sub-Committees all or any of the functions and powers of the Managing Committee.

Fill up any vacancies which may occur in the Managing Committee previous to the next Annual General Meeting by co-option of any member.

2) The Managing Committee shall, inter alia, have power to: –

(a) Invest monies or arrange a bank overdraft or other borrowings.

(b) Effect insurances.

(c) Appoint an Auditor, not being a Member of the Managing Committee, and fix his remuneration.

(d) Maintain and repair the Buildings, Furniture and make such renewals and replacements and/or additions from time to time as they may think necessary.

(e) Purchase books, periodicals, provisions, liquors and any other goods and pay for services for the requirements of the Club.

(f) Appoint, discharge or suspend any Employee or Servant of the Club and fix and determine their remuneration, duties and terms of employment.

(g) Affiliate with any other Club upon such terms and conditions as they think fit.

(h) Make, cancel and alter Bye-Laws as provided by Clause 22 in any manner consistent with the well being of the Club.

(i) Do all such things consistent with the proper conduct of the affairs of the Club, except such as are expressly required by this Constitution to be done at, and with the sanction of a Meeting of Members.

(j) Purchase such movable assets as may be necessary for the proper conduct of the affairs of the Club.

3)The Managing Committee shall have power to:

(a) With the sanction of the General Meeting or any Special General Meeting of the Members from time to time purchase and/or otherwise acquire landed property and also to sell, let and/or otherwise deal with such landed property.

(b) With the sanction of the General Meeting or any Special General Meeting of the Members from time to time to borrow money for the purchase of landed or other property and/or for any other purpose and to hypothecate the landed property of the Club.

Clause 6.COMMITTEE VACANCIES:

The proceedings of the Managing Committee at a duly constituted Meeting shall not be invalidated by reason of there being at the time of such Meeting any vacancy or vacancies in the Managing Committee elected under these Rules.  Notwithstanding any defect in appointment or disqualification of any Member of the Managing Committee afterwards discovered, the acts of the Managing Committee shall be as valid as if such defect or disqualification had not existed.

Clause 7.MEMBERSHIP:

The number of Members to be admitted shall be determined by the Managing Committee. The club shall consist of at least 35 (THIRTY-FIVE) ordinary members falling under the category of full membership.

Entrance fee and subscriptions must accompany the candidate’s application form. In the event of the application for Membership being turned down by the Committee, such entrance fee and subscription shall be refunded in full.  On the election of a new Member the Secretary shall notify him accordingly in writing and furnish him with a copy of the current constitution and by-laws of the Club.

The Managing Committee shall have the power to cancel the election of any Member within 6 (six) calendar months thereof, and such ex-member shall not have the right to make any appeal whatsoever or to demand the reasons for such cancellation, but any Entrance Fee paid shall be refunded to him and, in the case of a Town Member only, any unexpired portion of Subscription paid as a Town Member reckoned from the commencement of the month next following such cancellation.

“CLASSES OF MEMBERSHIP”

A) STUDENT MEMBERSHIP:

Open to all persons who wish to undertake flying training through the Club.

Student Members will be accepted as provisional Members with no voting rights, for periods of 6 (six) months at a time, after which their Membership will be reviewed by the Managing Committee, on the payment of the laid down entrance and subscription fees and completion of the relevant application forms signed by an authorised instructor.

A student member may apply for transfer to Full or Country Membership once he/she has flown solo.  Once a student member has obtained a Private Pilots Licence he/she must apply for Full or Country Membership within 3 (three) months or his student Membership shall be deemed to have lapsed.

A Student Member shall not be eligible to serve on the Managing Committee.

B) FULL MEMBERSHIP:

Persons who have logged solo flying hours are eligible for Full Membership. Persons who comply with the above requirements must forward an application form to the Secretary.  The form must be endorsed by a proposer (a Member of at least two years standing) and a seconder (a member of at least one years standing) to both of whom the candidate must be known personally.

The nomination form shall be placed on the Club Notice Board for a period of not less than 14 (fourteen) days before ballot by the Managing Committee.  Such candidate shall enjoy the facilities of the Club pending ballot and his proposer and seconder shall be jointly and severally responsible for all his liabilities to the Club, until the said ballot takes place.

The application must be accompanied by the entrance and subscription fees as laid down in Clause 8.

The entrance fee will be waived if the person is already a student member.  Full Members will have full voting powers and may serve on the Management Committee.

Members will be entitled to membership for one year once they have been admitted to the Club. Subscriptions will run for the period 1 October to 30 September. Under no circumstance may a member sell any rights or entitlements that he may have through his membership.

C) COUNTRY MEMBERSHIP:

Country Membership is available to persons who qualify for Full Membership but normally reside outside of the Nelson Mandela Metropole.

D) ASSOCIATE MEMBERSHIP:

Persons who are members of Associations having flying interests or connections may be granted Associate Membership on application to the Managing Committee, subject to each such person being approved by the Managing Committee.

Only Members of the Club shall be entitled to pay for refreshments supplied therein and profits from the sale of liquor by the Club shall accrue to the Club only and not to any individual.

Associate Members shall not have any voting rights.

Clause 8.MEMBERSHIP FEES:

(i) The Management Committee will from time to time determine the entrance fee payable by new members.

(ii) The Management Committee will determine the annual subscriptions payable by the various classes of members on an annual basis.  The accounts for subscriptions must be posted to members before 1 September of each year.

(iii) Subscriptions will be due and payable on the 1st October each year.

(iv) Members joining after the 1st April will be required to pay the full Entrance Fee but only a pro-rata share of the annual subscription for the months remaining.

(v) The annual subscription for full members shall be at least R50.00.

(vi) No member who has not paid his subscription within 3 (THREE) months after it becomes due shall remain a member while his subscription is unpaid.

(vii) Proper records, including a register of members shall be kept by the Club.

Clause 9.HONORARY LIFE MEMBERS:

No person residing within 30 kilometres from the premises of the Club is eligible for election as an Honorary Life Member unless he has conferred an exceptional benefit on the Club.

The Committee may propose a resolution, that must be carried by a two-thirds majority of Members present and voting at an Annual General Meeting or a special general Meeting, to confer Honorary Life Membership on any Member, as a special recognition of outstanding services rendered to the Club. The Committee shall motivate its reasons for proposing Honorary Life Membership on a Member. No discussion from the floor shall be permitted.

A proposal signed by 5 (five) members may be made to the Managing Committee nominating any Member for Honorary Life Membership. The Managing Committee shall consider such nomination together with any accompanying motivation.

6 (six) votes in Committee shall be required to approve the proposal by the Managing Committee to the member body.

Members so elected shall be entitled to all privileges of the Club, excepting the right to hold office or to vote on matters of finance.

Clause 10.HONORARY MEMBERS:

 

No person residing within 30 kilometres from the premises of the Club is eligible for election as an Honorary Member unless he is so eligible by reason of him holding a public office.

 

Members of the Republic Parliament, Military, Naval, Air Force Officers and Members of other Flying Clubs, temporarily visiting Port Elizabeth may be admitted by the Managing Committee as Honorary Members for a period of 30 (THIRTY) days without the payment of any fee.

 

Members of South African Airways air crew, South African Airforce Aircrew, Air Traffic Control (while serving at Port Elizabeth, or visiting) may be made Honorary Members for such periods as decided by the Managing Committee.

 

Clause 11.RIGHT TO REFUSE ADMISSION:

 

The Managing Committee shall have the right to refuse admission to the Club of any person who in the opinion of the Managing Committee may not be acceptable to the general body of Members.

 

Clause 12.EXPULSION OF MEMBERS:

 

Where the conduct of any Member either in or out of the Club House has, in the opinion of the Managing Committee, been improper or calculated to injure the good name of the Club, the Chairman of Committee shall be empowered to communicate in the first instance with such Member and with his consent to remove his name from the List of Members.

 

Should such Member not consent to the removal of his name and should not less than 5 (five) Members of Committee decide that the interests of the Club require his expulsion, the Managing Committee shall be empowered forthwith to expel such Member, and any Entrance Fee and Subscription paid by him shall be forfeited to the Club.

 

 

Clause 13.RESIGNATION:

 

Any Member desirous of resigning his Membership must tender his resignation in writing to the Managing Committee who shall accept the same provided all amounts due by such Member to the Club shall have been paid.

 

When any Member shall have ceased to be a Member of the Club for any cause whatsoever, neither he nor his representatives shall have any claim upon nor be entitled to participate in any of the assets or property of the Club.

 

 

Clause 14.NOTICES:

 

All Members shall communicate their addresses from time to time to the Secretary who shall keep a Register of Members showing their addresses. Notices to Members may be sent by post or e-mail to the address entered in this Register and shall always be deemed to be sufficient notice of any matter.

 

Any Member who may have changed his address and not notified such change to the Secretary shall be deemed to have waived his right to notice and shall be taken as having duly received same.

 

The omission to serve any notice on any Member shall not invalidate any resolution passed at any Meeting of Members or of the Managing Committee.

 

 

Clause 15.COMMITTEE NOTICES:

 

Notices from the Managing Committee to the Members of the Club may be posted on the Notice Board of the Club, and notices so posted shall be considered due notice to every Member except where the Managing Committee otherwise determine or where otherwise provided in this constitution.

 

 

Clause 16.ANNUAL GENERAL MEETING:

 

An Annual General Meeting of the Members shall be held once every year within three months after the financial year end, for the purpose of receiving a report from the Managing Committee together with an audited Balance Sheet and Statement of Income and Expenditure to the 30th September preceding and for the election of a Managing Committee and Officers for the current year as provided in Clause 5.

 

Not less than 14 (fourteen) days notice of the Annual General Meeting shall be given to Members. Such notice, accompanied by an Agenda shall be posted or e-mailed to all members at the addresses in the Register of Members described in Clause 14. The Agenda shall be strictly adhered to by the meeting.

 

The names of candidates for election as Members of Committee with the names of their proposers and seconders shall be posted on the Notice Board not less than 3 (three) days before the Annual General Meeting. All questions shall be decided by the majority of votes, unless otherwise provided for in these Rules. All votes shall be taken by a show of hands unless a ballot is demanded by not less than 10 (ten) Members:  the Chairman shall fix the time and mode of such ballot. No discussion, promotion or politicking, on behalf of, or against, any candidate shall be permitted at the Annual General Meeting.

 

The Meeting may be adjourned from time to time by a majority of votes.

 

The President, Chairman or Vice Chairman shall preside at all General Meetings and at all functions.

 

 

Clause 17.SPECIAL GENERAL MEETING:

 

The Managing Committee may call a Special General Meeting at any time, and shall do so on receiving a Requisition to that effect signed by not less than 15 (fifteen) Members having full rights and voting powers, specifying the object of the Meeting. At such Meeting no matter other than that named by the Managing Committee or specified in the said Requisition shall be dealt with and any resolution thereon shall require to be passed by at least three-fourths of the number of Members present thereat.

 

Not less than 14 (fourteen) days notice of the Meeting shall be given to all Members. Such notices shall be posted or e-mailed  to all Members at the addresses in the Register of Members described in Clause 14.

 

The meeting may be adjourned from time to time by a majority of votes.

 

 

Clause 18.QUORUM:

 

At any General Meeting of Special General Meeting of Members 10 (ten) Members shall form a quorum, except as provided for in Clause 22.

 

If within a quarter of an hour from the time appointed for the holding of any General or Special Meeting the prescribed quorum of Members is not present, the Meeting, if convened upon the requisition of Members, shall be dissolved: in any other case it shall stand adjourned to such time as the Meeting shall determine and such adjourned Meeting shall be competent to transact the business intended to be transacted at the original Meeting notwithstanding that the requisite quorum is not present.

 

 

Clause 19.RESOLUTION:

 

Subject to the Constitution and Bye-Laws of the Club any resolution of the Managing Committee or of the Members at any General or Special General Meeting shall be final and binding on all Members, precluding any appeal to law.

 

 

Clause 20.QUALIFICATION FOR VOTING:

 

No Member shall be competent or entitled to vote on any occasion or at any Meeting of Members until he shall have paid the full amount of the Entrance Fee and Subscription that is required to be paid in terms of these Rules.

 

 

Clause 21.MINUTES OF MEETINGS:

 

Minutes of all Meetings shall be kept. The Secretary shall attend all Meetings and shall take Minutes of the proceedings, which shall be signed by the Chairman after the same have been read and confirmed at the next Meeting.

 

Clause 22.ALTERATION OF CONSTITUTION AND BYE-LAWS:

 

No new Clause or cancellation or alteration of any existing Clause shall be made without the sanction of at least two-thirds of the number of Members present and voting at a General Meeting at which at least 15 (fifteen) Members are present and vote thereat on the matter. At least 14 (fourteen) days before the Meeting, a copy of the proposed new Clause or cancellation or alteration or any existing Clause shall be sent by post or e-mail to all Members and shall be posted up on the Club’s notice board.

 

Members desiring to propose any new clause or cancellation or alteration of any existing clause must lodge notice of same in writing with the Secretary at least 21 (twenty-one) days before the date of the meeting at which the matter is to be brought up for consideration.

 

The Managing Committee shall have power at all times to make, cancel and alter Bye-Laws consistent with the constitution of the Club for the management and well-being of the Club, and all such Bye-Laws shall be binding on all Members until altered or rescinded by the Managing Committee.

 

Notwithstanding anything to the contrary heretofore written, in the event of any Rule being in conflict with the East Cape Liquor Act, 2003 (Act No 10 of 2003), as amended, or any Act promulgated in place thereof, then such Rule may be altered, modified or repealed by the Managing Committee so as to comply with the provisions of such Act, without calling a General or Special Meeting.

 

 

Clause 23.CONSTITUTION AND BYE-LAWS:

 

This Constitution and the separately published Bye-Laws shall be printed and a copy thereof shall be delivered to every Member of the Club or posted to his address but no Member shall be absolved from the operation of the Constitution and Bye-Laws of the Club on any allegation of not having received a copy of same. Further, Members shall be deemed to have notice of all amendments and alterations of the Constitution and Bye-Laws passed from time to time and notified in the prescribed manner.

 

The Managing Committee may from time to time have the Constitution and Bye-Laws reprinted so as to incorporate all amendments and alterations therein up to date.

 

A copy of the Constitution and the Bye-Laws of the Club and of all amendments and alterations up to date shall at all times be available in the Secretary’s office for the inspection of any Member.

 

 

Clause 24.INTERPRETATION OF CONSTITUTION AND BYE-LAWS:

 

In the case of any difference of opinion or any dispute arising out of the Constitution and Bye-Laws of the Club, the decision of the Managing Committee shall be binding upon the Members unless and until otherwise decided at a Meeting of Members of called and held in accordance with the provisions of Clause 17 of this Constitution.

 

 

Clause 25.COMPLAINTS AND SUGGESTIONS:

 

The conduct of a servant or other alleged cause of complaint, shall in no instance be made a matter of personal reprimand by any Member, but he most lodge his complaint in writing with the Secretary who shall report same to the Managing Committee. A book shall be kept wherein may be written all complaints and any suggestions concerning the management of the Club and this book shall be produced to the Managing Committee at their Meetings.

 

 

 

 

 

Clause 26.SELF INSURANCE FUND:

 

The Managing Committee shall maintain a Fund to be called the Self Insurance Fund. On an annual basis when the policy of insurance is negotiated the Managing Committee will determine what proportion of the risk the Club will bear and the amount of the savings in the premium that will be invested in the Fund. This decision must be presented to the Members at the Annual General Meeting for approval.

 

Any withdrawal from the Fund must be approved by the Members by ordinary resolution at the Annual General Meeting or a Special General Meeting.

 

Clause 27.BANKING ACCOUNT:

 

The Banking Account of the Club shall be kept at a Bank in Port Elizabeth in the name of the Club. All cheques drawn on account of the Club shall be signed by the Secretary and a Member of the Managing Committee or by such other person or persons as the Managing Committee may appoint.  The financial transactions of the Club must be transacted by means of this banking account.

 

Clause 28.FINANCIAL YEAR:

 

The Club financial year shall be from the 1st October to 30th September.

 

Clause 29.PAYMENT:

 

Only members (including bona fide reciprocity members) are permitted to pay for facilities, liquor or refreshments supplied on the premises of the Club.

 

Clause 30.PROFITS:

 

No profit from the sale of liquor by the Club may accrue to any individual.

 

CLAUSE 31 DISSOLUTION

 

The Club may be dissolved if a resolution of dissolution is taken by a special general meeting called specifically for that purpose.

 

If upon the winding up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Club, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Club. The institution/s to which any transfer is made must be a registered Public Benefit Organisation.  The Aero Club of South Africa will be consulted to determine the appropriate institution to which the funds should be transferred.