HILTON TENNIS CLUB

CONSTITUTION

1.                   NAME

The name of the Club shall be the “Hilton Tennis Club”.

2.                   COLOURS

The Hilton Tennis Club logo is:

3.                   OBJECTIVES

3.1            To promote interest in the sport of Tennis. Development programs will be carried out in co- operation with the parent Tennis Associations as well as where funding can be sourced.

3.2            To encourage the social association of members and visitors and to arrange such functions, tournaments and competitions as may be decided upon by the Committee from time to time.

3.3            To purchase, sell, take on lease or otherwise acquire or dispose of any immovable or movable property, as well as any kind of tennis apparatus or equipment and refreshments required by people frequenting the Club premises and grounds.

3.4            To raise money in such a manner and upon such terms as the Club shall think fit, including annual subscriptions and charges for admission to the grounds, premises and buildings or any portion thereof.

3.5            To invest Club funds in such a manner and upon such terms as the Committee shall deem fit.

3.6            To provide such other amenities and inaugurate or co-operate in such other activities as the Committee may consider desirable and in the interests of the Club and its members.

3.7            To undertake such actions as may be necessary for or incidental to the promotion of any of the above objectives.

4.                   LEGAL CAPACITY AND LIABILITY OF MEMBERS

The Club shall be a Corporate Body having a separate legal persona with per perpetual succession and may sue or be sued in its own name. The personal liabilities of the members, for the debts and obligations of the club, shall be limited to the unpaid portion of their subscriptions and have fallen due.

5.                   MEMBERSHIP

There shall be the following classes of members:

5.1            Honorary Life Member, who shall be elected at an Annual General Meeting in recognition of services rendered to the Club and who shall enjoy the full rights and privileges as full members.

5.2            Full Member, who shall have a vote, be eligible for league, tournaments and social tennis organised by the club.

5.3            Associate Member who shall have no vote and not be eligible to play club championships.  This category of membership is granted entirely at the discretion of the Committee.   Associate members are entitled to use the courts at all times except during Saturday afternoon social tennis, or when pre-booked.  Associate members will be issued with a court key.

5.4            Country Member for those members resident further than 20kms from the Club   They shall pay 50% of the full subscription fee and not play more than 12 times per year.

5.5             Student Member is the same as a full member but applicants must be full-time students at a tertiary institution.

5.6            Junior Member shall have no vote, be under the age of 18 years and be divided into TWO categories.

a)              Junior Club Member, who shall only play in Junior Club events

b)              Junior Playing Senior Member, who may be a junior club member but be eligible to play in club events, at the discretion of the Committee.

5.7            Junior members shall not automatically become eligible for senior membership on attaining the age of 18 years. Junior members may apply for senior membership, and may be accepted and shall receive preference over other applications if their standard of tennis conforms to the standard required. Junior applicants shall be subject to clause 6.2

5.8            Only Full, Honorary Life, and Junior Playing Senior members shall be eligible for Club Championships.

5.9            All members excluding Associate members (who may not play on Saturday afternoons) may have free use of the courts outside of club-organised tennis.

5.10         Membership does not give or grant to any members any right or title to any of the assets or properties of the Club.

6.                   ADMISSION, SUSPENSION AND EXPULSION

6.1            A prospective member shall submit an application, on the prescribed application form to the Secretary, or using the online application form.

6.2            All members other than Honorary Life shall be elected by the Committee. An applicant for Full or Junior Playing Senior membership shall be placed on trial for a period of not less than one month as from date specified by the Committee.

6.3            On election, the member’s attention shall be drawn to the Constitution and Rules of the Club, copies of which shall appear on the Club website.  An account of their subscription and entrance fee, which shall become due at this stage, shall be submitted to the new member.

6.4             The Committee, by a majority vote, may suspend or expel any member;

a)              If, after one month, after the receipt of due warning from the Club Treasurer, they fail to pay his outstanding subscription, or

b)               If their conduct is contrary to the objectives of the Club

6.5            Any member who shall, under the foregoing rule, neglect to discharge his liability to the Club within thirty days of written demand made by the Secretary or Treasurer, may be posted as a defaulter. The member may be suspended or struck off the list of members of the Club, unless justification for the delay can be shown to the satisfaction of the Committee, subject to the provisions of rule 6.4

6.6            The admission of Applicants to membership is vested in the Committee and shall be based on criteria as determined by the Committee, which criteria may be reviewed from time to time. The Committee is not obliged to provide reasons if it declines an application for membership.

6.7            A member who has been suspended or expelled shall have the right to appeal to a Committee Meeting if they give notice thereof within one week of being informed of the Committee’s decision. The Committee shall convene a Committee Meeting within twenty-one days after receipt of such notice.

6.8            In the event of a committee member being suspended, the Committee will convene with the exclusion of the suspended member.

6.9            All communications with regard to admission, suspension and expulsion shall be in writing.

6.10         Nothing herein contained shall debar the Committee from proceeding against the defaulting member for payment of any monies due and owing to the Club at any time.

7.                   SUBSCRIPTIONS

7.1            The subscriptions for the different classes of membership shall be determined or amended by an Annual or Special General Meeting. Notice of at least 14 days shall be given of any intention to make any such determination or amendment.

7.2            Subscriptions, calculated on a pro rata basis, as from September, shall be payable in advance, and shall be due no later than 31 July of each calendar year. Thereafter a member shall be fined a penalty and deemed a defaulter, failing which they shall be suspended or struck from the membership roll, unless they can show just cause for their omission. The final decision shall rest with the Committee.  It shall be decided by majority vote.

8.                   VISITORS

Visitors may be introduced by a member, on the terms and conditions imposed by the Committee.  The visitor’s fee will be determined by the Committee but no charge will be payable for the first visit. Where possible, after three visits visitors should apply to become full members.

9.                   RESIGNATION

9.1            A member who wishes to resign from the Club shall give written notice to the Secretary or Treasurer at least seven days before his subscription is due. Failure to give such notice shall render the member liable for the subscription for the ensuing year.

9.2            A member in good standing who resigns from the Club, who within five years after his resignation reapplies for membership may, at the discretion of the Committee be re-admitted to the Club without a month’s trial.

10.               THE HTC COMMITTEE

10.1         COMPOSITION

The Committee, elected by an Annual General Meeting, shall comprise:

-                 Chairman

-                 Secretary

-                 Treasurer

-                 Maintenance supervisor

-                 Entertainment’s Organiser

-                 Tournaments Organiser

-                 Court Hire Organiser

-                 Stock Purchaser

-                 In addition, up to four ordinary members, all of whom shall be elected by an Annual General Meeting. Offices listed above can be combined and other members may be co-opted to the committee for specific duties.

10.2         FUNCTIONS AND POWERS

a)     The Committee shall conduct and manage all the affairs of the Club and generally act in the interest and for the benefit of the Club, subject to the Club’s Constitution.

b)     The Committee shall have the power to amend the Constitution, subject to such amendments thereof, being brought to the attention of the members by means of a notice on the Club Notice Board and website, or an electronic message and subsequently being ratified at the next Annual General Meeting

c) If a vacancy occurs in terms of Clause 10.4 in any committee, the Committee shall appoint a member of the Club to fill the vacancy.

10.3        MEETINGS

a)          The Chairman, or in their absence, a member elected by the meeting, shall preside at all meetings.

b)          The Committee shall meet approximately once every month but at least 6 times per year.

c)          The Chairman or Secretary may convene a meeting of the Committee at any time.

d)          The Secretary shall keep a correct record of all meetings of the Club and shall deal with all correspondence under the guidance of the Committee except that pertaining to finance.

e)          The Treasurer shall deal with all matters pertaining to finance of the Club, and shall keep a proper record thereof. They shall collect all subscriptions and entrance fees; submit at each meeting of the Committee all unpaid accounts and pay such as are authorised thereat.

f)           At all meetings of the Committee, the quorum shall be five members.

g)          A member of the Committee who has been suspended shall not attend meetings of the Committee for the period of his suspension.

10.4         VACANCIES

A vacancy shall be deemed to occur if a member –

a)          dies, resigns or is expelled.

b)          is suspended or is granted leave of absence for more than three months.

c)          is absent without sufficient reason from three consecutive monthly meetings of the Committee.

11.               AUDITOR

An Auditor, who shall not be a member of the Committee, shall be nominated annually at the Annual General Meeting, and shall be eligible for re-election at each Annual General Meeting.

Should the office fall vacant during the year, the Committee shall appoint a successor.

12.                 GENERAL MEETINGS

12.1         The Committee shall convene a General Meeting of all members of the Club within three months after the end of the financial year. This meeting to be known as the Annual General Meeting.

12.2         Notice of the Annual General Meeting and Agenda for it shall be distributed to all members and office-bearers of the Club, and shall be posted on the Club Notice Board not less than 14 days prior to the date of the meeting.

12.3         The Annual General Meeting shall receive and consider reports from the Committee of the Club and the duly audited financial statement and balance sheet for the past financial year.

12.4         The Annual General Meeting shall be competent to discuss and to decide on any matters affecting the interest of the Club, subject to the terms of the Constitution.

12.5         The Committee may convene a Special General Meeting at any time.  The secretary shall convene a General Meeting within three weeks after the receipt of a written request by at least ten full members in good standing, together with the resolution to be put before the meeting, if at least fourteen days’ notice is given to all members for the Special General Meeting.

12.6         No decision of any previous General Meeting shall be rescinded or amended in substance except by an affirmative vote of two-thirds of the voting members present.

12.7         Only office-bearers, Full members, and Honorary Life members of the Club, in good standing, shall be entitled to vote at a General Meeting.

12.8         The quorum of the General Meeting shall be 25% of the full members of the Club; but if a quorum is not present, the General Committee shall fix a new date for the meeting, which shall not be more than fourteen days after the original date, and shall notify all members of the new date. The members then present shall constitute a quorum.

13.               FINANCIAL

13.1         The financial year of the Club shall be from 1st April to 31st March

13.2          Office bearers may not use HTC assets or funds other than in furtherance of its objectives as specified in this constitution.

13.3         All funds of the Club shall be lodged in a Bank in the name of the Hilton Tennis Club. All payments and withdrawal orders shall be approved by the Treasurer and the Chairman, or by any other two members of the Committee authorised to act in the absence of these officials.

13.4         The Treasurer shall keep a true and a correct record of the Club’s income and expenditure, be responsible for the collection of all monies, issue official receipts for all items of income. They should submit all accounts for payment, and a statement of the previous month’s receipts and payments at each monthly meeting of the General Committee, and prepare an annual Financial Statement and Balance Sheet for examination by the Auditors.

13.5         The Committee shall have the power to allocate expenditure for any single purpose, which, in its opinion, is in the general interests of the Club.

13.6         The activities of the Club are conducted in a non-profit manner.

13.7         The Club is prohibited from distributing directly or indirectly any surplus funds to any person.

13.8         No remuneration for services will be paid to any person, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered, nor may any remuneration be determined as a percentage of any amounts received or accrued to that club.

13.9         All members are entitled to annual membership.

13.10  Members are not allowed to sell their membership rights or any entitlement in terms thereof.

13.11      A copy of all amendment to the constitution must be submitted to the Commissioner South African Revenue Service.

13.12      The association is not or was not knowingly a party to, or does not knowingly permit or has not knowingly have permitted itself to be used as part of any transaction, operation or scheme, of which the sole or main purpose is or was the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would have been or should have become payable by any person under the Income Tax Act or any other Act administered by the Commissioner for the South African Revenue Service.

14.              AMENDMENTS

No alteration or addition to this Constitution may be made unless it is passed by a resolution of a two-thirds majority of those members present and voting at a Special or General Meeting of which due notice has been given in terms of these rules. Such notice shall set forth clearly the new rule or alteration to an existing rule, which it is intended to propose at such a meeting.

15.              INDEMNITY

The committee and Auditor, Hon. Secretary, Hon. Treasurer and other Officers of the Club, and every one of their heirs, successors, executors and administrators, shall be indemnified and held harmless against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, successors, executors, administrators, shall or may incur in or omit, respective offices, except if any, as they shall incur or sustain by or through their own willful neglect or default respectively. None of them shall be answerable for the acts or defaults of the others or for joining in receipts for the sake of conformity, or for Bankers or other persons with whom any monies or effects belonging to the Club, shall or may be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any monies or belongings of the Club shall be placed out or invested, or for any loss, misfortune or damage which may happen in the execution of their respective offices, or in relation thereto, except the same shall happen by or through their own willful neglect or default respectively.

16.              WINDING UP

The club may be wound up by a resolution of not less than three-fourths of the votes of the members present in person at a Special General Meeting of the Club, provided that:

-          at least thirty clear days’ notice, setting out the business of the Meeting, having been given to every member,

-         and at which Meeting at least one half of the members are present.

Should the requisite number of members not be present at any meeting duly convened for the purpose of this Rule, such Meeting shall be adjourned for fourteen days, and due notice of the adjournment shall be given to each member, which notice shall state the business which shall be transacted at such adjourned Meeting. Should the requisite number of members not be present at such an adjourned meeting, the members present thereat may proceed to transact the business of the Meeting. Any Resolution passed at such adjourned meeting shall be as valid as if passed by the majority provided in this Rule.

Except as far as the Special General Meeting may otherwise determine, the Committee for the time being shall be the Liquidators of the Club, and they may delegate their powers to another person or other persons if they think fit to do so.

The winding up of the Club shall be carried out and the assets of the Club dealt with in accordance with the terms of the resolution for the winding up.

SARS – South African Revenue Service

On dissolution of the club the remaining assets must be transferred to any other club which is approved by the Commissioner in terms of section 30A or to be a public benefit organisation contemplated in paragraph (a)(i) of the definition of a ‘public benefit organisation’ in Section 30(1) and approved in terms of section 30 of the Income Tax Act.