BYE – LAWS of the BUFFALO RIVER YACHT CLUB

JUNE 1998

1. REGISTRATION OF YACHTS

Every Yacht belonging to a member of the CLUB shall be registered in a book kept for that purpose by the Hon. Secretary, such registers to state Name, Number and Class of each vessel, with Owner’s Name and distinguishing flag, if any. A Yacht Owner, on his election as a Member of the CLUB, shall furnish the Hon. Secretary with particulars of the Yacht which will then be registered.. No unlicensed Boat can be entered in any CLUB event, neither shall its name appear in the Register of the CLUB.

In the event of any change of ownership, Name, Flag or other alteration to any Yacht, same shall be notified to the Hon. Secretary.

3. DISPOSAL OF YACHT

Any Member disposing of his Yacht shall intimate same to the Hon. Secretary.

4. ELECTION OF MEMBERS

a) a) Members of all classes (save Honorary Life Members) shall be elected by the Flag Committee. Any candidate for election as a member other then Honorary Life Members and Honorary or Temporary Members shall complete an application in writing specifying such particulars as the Flag Committee may from time to time prescribe and must be proposed by one Ordinary Member and seconded by another Ordinary Member of the Club in writing, both Proposer and Seconder to be members in good standing. No Member shall propose or second or support by his signature a candidate not personally known to him. Before the application be dealt with by the Flag Committee, the name of the prospective member shall be screened on the CLUB Notice Board for at least fourteen (14) days whereafter such application shall be considered by the Flag Committee at its next meeting held after the expiration of such fourteen (14) day period. One objection in five shall constitute a rejection of an application by the Flag Committee, and candidate may not again be proposed for Membership before the expiration of six (6) months from date of such rejection. The Flag Committee shall not be obliged to give any reason for any decision relating to application for membership.

b) b) If at any time after the election of a candidate it shall appear that he has been elected under a misrepresentation as to identity or owing to any other material misrepresentation, the Flag Committee shall within one (1) month of such misrepresentation being ascertained, have the power to cancel his election. The Member whose election is thus cancelled shall thereupon cease to be a member and shall have no claim whatsoever against the CLUB for damages or otherwise. The Flag Committee shall however, in its discretion be entitled to make such ex gratia refund of entrance fee or subscription.

5. PRO-RATA MEMBERSHIP FEE

Should a member join the Club in the first half of the year, i.e. up to and including 31 August he shall pay the full 100% of the Membership Fee as well as the Full Joining Fee. Should the member join the Club at any time after 1 September he/she will pay only 50% of the Membership Fee as well as the Full Joining Fee.

CONSTITUTION of the BUFFALO RIVER YACHT CLUB

JUNE 1998

1. 1. NAME

The name of the Association shall be BUFFALO RIVER YACHT CLUB, and any reference to Club in this Constitution shall mean the BUFFALO RIVER YACHT CLUB.

2. 2. CLUB FLAG

The Club Flag shall be the flag of the Republic of South Africa.

3. 3. CLUB BURGEE

The Club Burgee shall be a Red Flying Pennant with a Black Buffalo circled in the centre.

4. 4. OBJECTS

(i) (i) To promote offshore sail training and cruising to meet the minimum standards and recommendations laid down by CASA, thus offering members the opportunity to acquire the necessary qualifications to safely and knowledgeably crew and skipper ocean going yachts.

(ii) (ii) To fulfil all the usual objects of a Social, Cultural and /or Outdoor Club which shall at all times be non-political.

(iii) (iii) Procure, build, improve and maintain facilities necessary for Ocean going yachts so that their owner’s skippers and crew can safely practice the art of seamanship with the minimum of inconvenience.

(iv) (iv) To be appointed as an Authorised Agency as defined in the Regulations to the Merchant Shipping Act, 1951 as promulgated in Government Gazette No 9885 dated 9 August 1985.

(v) To perform the following acts, for the attainment of the above four Objects:

a) a) To provide for Entrance Fees and Subscriptions to be paid by Members and the amount thereof.

b) b) To appoint servants or employees and to dismiss them.

c) c) To arrange or vary the terms of reciprocity with Clubs.

d) d) To arrange or promote entertainment and competitions, matches or regattas and allocate such funds of the CLUB as may be necessary to cover the expenses in connection therewith.

e) e) To purchase, lease or otherwise acquire immovable property and to provide and equip buildings thereon suitable for the purposes of the CLUB, and the same to sell, mortgage, transfer or otherwise dispose of.

f) f) To borrow such sum or sums of money as may be necessary for the purpose of the Club.

g) g) To invest upon such security as may be deemed to be sufficient, such funds of the CLUB as are not immediately required for the operation of the CLUB.

h) h) To institute or defend proceedings at law.

i) i) To purchase or acquire supplies for the members of the CLUB.

j) j) To make such call or calls upon the members as may be necessary for the proper operation of the CLUB.

k) k) To make, amend or repeal the Constitution and byelaws.

l) l) To do all such acts, matters or things as are incidental or conducive to the attainment of the above objects.

5. 5. CONSTITUTION

The CLUB will be non-proprietary and at no time shall any assets or profits of the CLUB, including profits from the sale of liquor be distributed amongst its members or be allowed to accrue to any individual.

6. 6. FOUNDATION MEMBERS

All those members present and those showing their intention to be members at the Meeting held on 29 July 1986 become Foundation Members.

7. 7. MEMBERSHIP

Membership shall be open to both sexes and shall consist of:

(a) FAMILY ORDINARY MEMBERS

Husband and Wife including all children under the age of 18 years and/or any elected in terms of the bye-laws. Full-time students under the age of 24 years.

(b) HONORARY LIFE MEMBERS

Honorary Life Membership may on recommendation by the Flag Committee to the members at the Meeting be conferred upon an individual by reason of such individual holding some public office or having conferred some special benefit upon the Club. Election of Honorary Life Members shall be subject to a two thirds majority of those present and entitled to vote at such Meeting. Any such Life Member may be designated by the Meeting as “President” for a particular year.

(c) LIFE MEMBERS

Those who shall have paid their annual subscriptions regularly and have had fifteen years unbroken membership may become Life Members on payment of the prescribed fee.

(d) COUNTRY MEMBERS

Any person who does not reside within 50 kilometres of the CLUB shall be elected in terms of the bye-laws.

(e) HONORARY AND TEMPORARY MEMBERS

Any person who is engaged in any CLUB competition or who is a bona fide candidate for membership or who is approved by the Flag Committee.

(f) JUNIOR MEMBERS

Those between the ages of 1 -18 who have been elected as such.

(g) SINGLE ORDINARY MEMBERS

Over the age of 18 years and elected in terms of the bye-laws.

(h) CADET MEMBERS

Those under the age of 16 years. (The privileges of Cadet Members is subject to the control of the Flag Committee).

(i) Those members who are boat owners or a part boat owner of a boat at least to the extent of a one-third share, of a boat as defined in Category A (II) of the Regulations to the Merchant Shipping Act, 1951, and which qualifies as CASA Category Grade 4. No person shall be regarded as a Boat Owning Member unless recognition has been given by the said person to the Association as being their sole representative in matters normally dealt with by the Moorings Technical and Port Liaison Committee.

8. 8. ELECTION OF MEMBERS

The election of Members in terms of the bye-laws is vested solely in the Flag Committee.

9. 9. DEFAULTING MEMBERS

Any person who fails to discharge his liability to the CLUB within twenty-one days after written note warning him of the Committee’s intention has been posted to the address last registered by him with the CLUB may be declared to be a defaulting Member by the Committee. Provided that in any event no member who has not paid his subscription within three months after it became due shall be allowed to continue as a member while such subscription remains unpaid. The Committee shall thereupon remove from the list of members, the name of any Member declared a defaulter in terms of this Clause.

10. 10. RE-INSTATEMENT OF DEFAULTING MEMBERS

Application by a Defaulting Member for re-instatement must be accompanied by remittance for the full amount owing at the date of default, such application shall be posted on the CLUB Notice Board for at least fourteen days, after which the Committee shall use its discretion.

11. 11. PRIVILEGES OF JUNIOR MEMBERS

The privileges of Junior Members shall be the use of the CLUB Premises as the Committee may decide upon, the right to compete in any race open to Members of the CLUB, and the right to take part in meetings of the CLUB, but not to vote.

12. 12.PROMOTION OF JUNIOR MEMBERS

Any Junior Member shall, upon attaining the age of 18 years ipso facto, cease to be a Junior Member of the CLUB at the end of the current year, but shall at the discretion of the Committee be eligible for transfer to the Ordinary Membership Roll.

13. 13. PRIVILEGES OF MEMBERS AND COUNTRY MEMBERS

Ordinary Members, Life Members and Country Members shall enjoy the full privileges of the CLUB. Honorary and Temporary members shall enjoy the full privileges of the CLUB with the exception of Voting at Meetings, introducing of visitors, proposing or seconding new Members, becoming Flag Officers or Members of any Committee and the wearing of the Club Insignia.

14. 14. EXCLUSION FROM PRIVILEGES

No member shall take part in the proceedings at any Meeting of the CLUB, or enter his, or steer any Yacht in a Club Race or Match, or make use of the Club House, while under suspension or while he be a defaulting member.

15. 15. RESIGNATION

Any member wishing to resign membership of the CLUB must intimate such intention, in writing, to the Secretary prior to 1 June, otherwise he will be liable for the following year’s subscription. He shall also have paid his subscription for the current year together with all arrears due to him to the CLUB. Notwithstanding the fact that a member has resigned his membership, he shall nevertheless be liable for any debts incurred by him whilst a member.

16. 16. CONDUCT OF MEMBERS

Should the conduct of any Member, either in or out of the Club House, upon being reported to the Committee, be in its opinion (after full enquiry) ungentlemanly, unsportsmanlike or injurious to the character and interests of the CLUB, or should any Member persistently refuse to conform to any bye-laws, or Regulations which may from time to time be in force, the Committee may suspend or request such member to resign. Should he not do so within fourteen (14) days from the date of the letter to him containing such request, the Committee shall be empowered to remove his name from the list of Members.

17. 17. RIGHT OF APPEAL

Any Member whose Membership may have been dealt with under paragraph 16, shall have the right to appeal to a special Committee consisting of three members. This Committee shall be selected as follows:

ONE Member to be nominated by the Committee.

ONE Member to be nominated by the Member concerned with the dispute.

ONE of the Ordinary Members of the CLUB selected by the Flag Officers.

The decision of this special Committee shall be deemed final and binding on all parties.

18. 18. ENTRANCE FEES

The Entrance Fees shall be payable by Ordinary Members. Any Member resigned in good standing, may rejoin without being liable for Entrance Fee. The Committee may at its absolute discretion dispense with the payment of an Entrance Fee.

19. 19. MINIMUM MEMBERSHIP

Membership of the Club shall at all times be not less than 10 Ordinary Members and the Committee shall have the right to determine from time to time the maximum number of members or class of members.

20. 20. FLAG COMMITTEE

The Flag Committee shall consist of the following Flag Officers:

COMMODORE

VICE COMMODORE

REAR COMMODORE – SAILING EVENTS AND TRAINING

REAR COMMODORE – ENTERTAINMENT

REAR COMMODORE – CLUBHOUSE AND GROUNDS

TREASURER

SECRETARY

The Rear Commodore – Sailing shall be required in order to be elected to the post aforesaid and for the duration of his term of office to be a holder of a CASA Local Waters Certificate of competency or other higher sailing skipper qualification.

The Treasurer and Secretary shall be non-voting members of the Flag Committee.

Any reference in this Constitution to Committee shall refer to the Flag Committee unless otherwise stated. Any change to paragraph 20 of the Constitution shall be by Resolution passed at a Special General Meeting of Boat Owning Members only, of which at least twenty-eight days notice shall have been given, stating the intentions to deal with and specifying the nature of the decision, alteration or amendment. Such Resolution shall only be deemed to be passed if assented to by a two-thirds majority of Boat Owning members voting, present or by proxy, notwithstanding anything to the contrary herein contained.

21. 21. SUB-COMMITTEES SECONDED TO THE FLAG COMMITTEE

(a) The Sailing events and Training Sub-Committee: which shall consist of the Rear Commodore – Sailing Events and Training who shall act as Chairman and three other co-opted members.

(b) (b) The Entertainment Sub-Committee : which shall consist of the Rear Commodore – Entertainment, who shall act as Chairman and three other members each of whom will assist the Rear Commodore in the following Functions : Refreshment centre, catering and special events.

(c) The Clubhouse and Grounds Sub-Committee : which shall consist of the Rear Commodore – Clubhouse and Grounds, who shall act as Chairman and two other co-opted members.

22. 22.POWERS OF THE FLAG COMMITTEE

The Committee shall hold regular meetings of which proper minutes shall be kept and shall have full power and authority to do the following acts, matters and things necessary in or about the management of the CLUB and the carrying out of the Objects of the CLUB:

(i) In conjunction with the other Committees and elected officers-

(a) To elect members.

(b) To enquire into the conduct of any Member, and should it be deemed necessary to suspend or expel any Member.

(c) (c) To appoint or dismiss servants and determine the duties, salaries or remuneration of servants including the appointment of a nominee to hold any Liquor Licence on behalf of the CLUB which the CLUB may from time to time acquire.

(ii) (ii) To make recommendations to add to, amend or annul bye-laws.

(iii) (iii) To arrange from time to time, terms of reciprocity with other Clubs and vary such terms or reciprocity.

(iv) (iv) To institute or defend proceedings at law in the name of the CLUB for the time being in all cases where it may be deemed necessary.

(v) (v) To fix the prices at which any refreshment may be sold and the charges for billiards, other games, items or things.

(vi) (vi) To regulate control and make bye-laws for the admission of visitors.

(vii) (vii) To have custody and control of the property and funds of the CLUB, subject to the Constitution and the bye-laws of the CLUB.

(viii) (viii) To invest any funds of the CLUB not immediately required for the purposes of the CLUB in any or all of the following classes of security:

(a) (a) On fixed deposit with any Bank or Building Society in the Republic.

(b) (b) On call or in a Savings Account with any Financial Institution.

(c) (c) In Government or Municipal Stocks.

(ix) (ix) To purchase all furniture, glass, crockery, linen provision, supplies and such other things as may be necessary for the management of and the carrying out of the Objects of the CLUB.

(x) (x) To arrange the privileges applying to Junior and Cadet Members from time to time.

(xi) (xi) Generally to conduct, regulate and manage the affairs of the CLUB, to carry out the objects and purposes, and to do all things necessary or incidental thereto.

23. 23. HONORARIUMS

Honorariums may be given with the consent of the majority of the members in General Meeting.

24. 24. FLAG COMMITTEE MEETINGS AND CONVENING THEREOF

The Flag Committee shall hold regular meetings. All Members of Committees shall receive at least forty-eight hours notice of a Meeting, except in the case of an emergency meeting.

25. 25. MINUTES OF COMMITTEE MEETINGS

Proper minutes of all Club Committee Meetings shall be kept and subject to confirmation at the subsequent meeting of that Committee and shall form part of the records of the CLUB.

26. 26. NOMINATIONS FOR FLAG AND OTHER COMMITTEES

Nominations for Flag and other Committees shall be submitted in writing to reach the Hon. Secretary seven (7) days prior to the date of the Annual General Meeting. Such nominations shall be signed by the Proposer and the Seconder. The nominee shall also sign that he is prepared to accept nomination. Nominations for the Flag Committee in respect of members with less than two years standing will only be accepted if unanimously approved by the existing Flag Committee.

27. 27. CHAIR AT MEETINGS

The Senior Flag Officer present shall preside at all meetings of the Club, and should none be……………………….

28. 28. CASUAL VACANCIES

Should any casual vacancy occur amongst the Flag Officers, the next Senior Flag Officer (see item 20) shall carry out the duties of the retiring Flag Officer and the vacant position shall remain unfilled until the next Annual General Meeting. Should two vacancies occur, the remaining Flag Officer and the Flag Committee shall appoint two members (see item 20) to fill the vacant positions. Should a casual vacancy occur in any of the Committees, that Committee may appoint an eligible member to fill the vacancy.

29. 29. ABSENTING COMMITTEE MEMBERS

Should any Committee Members absent themselves from three consecutive meetings without satisfactory reasons, that seat shall be declared vacant by the Committee concerned.

30. 30.NOTICES

Any notice posted on the Notice Board of the CLUB by the authority of the Committee shall be deemed to have come to the notice of members, seven days after it was posted.

31. 31. FINANCE

The finances of the CLUB shall be controlled by the Treasurer and the Flag Committee.

32. 32. CASA

A regular liaison will be maintained with CASA and its guidelines used to promote the Objectives of the CLUB.

33. 33. ANNUAL GENERAL MEETINGS

The Annual General Meeting of the CLUB shall be held within three calendar months from the close of each Financial Year, at which the election of officers for the ensuing year shall take place, and the Commodore’s Report, together with the Treasurer’s Accounts and Balance Sheet, duly audited, and sent out with the notification of the Annual General Meeting, shall be presented.

34. 34. NOTICE OF ANNUAL GENERAL MEETING

The Secretary shall, not less than fourteen (14) nor more than thirty (30) days prior to the Annual General Meeting, issue notice to each Member at his last registered address, stating the date, time and place of the Meeting, and specifying the business to be dealt with at such meeting. The non-receipt of such notice by any member shall not invalidate the proceedings of any meeting.

35. 35. SPECIAL GENERAL MEETINGS

The Flag Committee may convene a Special General Meeting of members at any time by giving notice in terms of Clause 34 and stating the object of the meeting and/or the general nature of the business to be transacted thereat. The Flag Committee shall convene a Special General Meeting as provided above upon being required to do so by a requisition signed by not less than ten members in good standing, and addressed by the Secretary of the CLUB. Such requisition shall state the object of the meeting and/or the nature of the business to be transacted thereat.

36. 36. QUORUM FOR MEETINGS

The quorum at General Meetings shall consist of fifteen Members in good standing and eligible to vote.

37. 37. MINUTES OF MEETINGS

The Minutes of all Annual, Ordinary or Special Meetings shall be approved at the first subsequent meeting of the Flag Committee and confirmed at the next Annual General Meeting of Members.

38. 38. ALTERATIONS OF THIS CONSTITUTION

(a) This Constitution shall not in any way be rescinded, altered or added to except by Resolution passed at the Annual General Meeting or at a Special General Meeting of which at least fourteen (14) days notice shall have been given stating the intention to deal with and specify the nature of the rescission, alteration or amendment. Such resolution shall only be deemed to be passed if assented to by not less than two-thirds of the members voting, present or by proxy.

(b) (b) All amendments, alterations, additions to, and deletions from the Constitution shall, unless herein otherwise provided be and become effective from the date of the passing thereof.

(c) (c) The contents hereof shall be read sub ject to Clause 20. A certificate under the hand of the Commodore, Secretary and any two Committee members present at the Meeting, certifying the Constitution as amended, or setting forth the amendments, alterations, additions and deletions shall be final and conclusive evidence thereof for all parties.

39. 39. FINANCIAL YEAR

The financial year shall end on the last day of February.

40. 40. SUBSCRIPTIONS

Subscriptions shall be payable by Members according to the rate as fixed from time to time by Annual General Meeting and General Meeting in terms of the CLUB bye-laws.

41. 41. DUE DATE OF SUBSCRIPTIONS

Subscriptions payable by members shall become due and payable on the first day of March in each and every year and shall be paid by not later than the end of March.

42. 42. LIABILITY OF MEMBER

The Liability of each Member is limited to:

(a) The payment of his Entrance Fee and Annual Subscription;

(b) (b) The amount of his Club account – whether for refreshment, games, or other items or reasons.

(c) (c) The amount of any call or calls made on Members who are such at the date any call is made by the Flag Committee duly authorised by a Special Meeting of Members.

43. 43. BOOKS AND ACCOUNTS TO BE KEPT

The Flag Committee shall cause true and proper books and accounts to be kept showing under proper and sufficient headings:

(a) The whole of the Assets and Liabilities of the CLUB;

(b) (b) The receipts and expenditure of the CLUB.

44. 44. PAYMENTS TO BE MADE BY CHEQUE

All monies of the CLUB shall be paid into a Bank, as the Flag Committee may appoint. The account to be operated on by a Flag Officer and Treasurer.

45. 45. SIGNING OF DOCUMENTS

All documents which are required to be executed on behalf of the Club shall be deemed to have been correctly and properly executed if signed by a Flag Officer and the Treasurer of the CLUB.

46. 46. PURCHASE, SALE AND BORROWING POWERS

The Flag Committee may upon being authorised thereto by a resolution passed by a majority of not less that two-thirds of the members present and voting at a Special General Meeting of the CLUB –

(a) Borrow such sum or sums of money as may be required for the proper upkeep of the CLUB, or for additions or improvements to the CLUB’S property upon such terms, conditions and security as may be such resolution be fixed or otherwise as the Flag Committee it its discretion think fit, provided that due notice be given in terms of Rules dealing with Annual, Ordinary or Special Meetings, stating the amount proposed to be borrowed and the purpose of the loan.

(b) Carry out the sale, mortgage, leasing or other disposition of any property of the CLUB.

(c) (c) Purchase, lease or otherwise acquire all such houses, premises and lands as may be necessary to carry out the objects of the CLUB.

47. 47. AUDIT

(a) An Auditor shall be elected at the Annual General Meeting each year, whose duty it shall be to audit all the accounts of the CLUB. If at any Annual General Meeting no Auditor is elected, the Auditor then acting shall continue in office as if re-elected. If any casual vacancy occurs in the office of the Auditor, the Flag Committee shall forthwith fill the same. No member of the Flag Committee shall be elected Auditor.

(b) The Auditor shall be supplied with the copies of the Income and Expenditure accounts and Balance Sheet intended to be laid before the CLUB at the Annual General Meeting a reasonable time before the meeting to which the same are to be submitted, and it shall be his duty to examine the same with the accounts and vouchers relating thereto and to report to the CLUB thereon at the Annual General Meeting.

(d) (d) The Auditor shall have access to the Books and Accounts of the CLUB at all reasonable times, and he may in relation thereto examine the Flag Committee or other Officers of the CLUB.

48. 48. LEGAL PROCEEDINGS

The CLUB may sue and be sued in any competent Court of Law in the name of its Flag Committee for the time being.

49. 49. INDEMNITY

The Flag Committee, the Auditor and Flag Officers and other Officers including any President for the time being of the CLUB and every one of them, and every one of their heirs, executors, and administrators shall be indemnified and held harmless out of the funds and property of the CLUB from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their heirs, executors or administrators shall or may incur or sustain by and by reason of any act done concurred in or omitted in or about the execution of their duties, or supposed duty in their respective offices, except such if any as they shall incur or sustain by or through their own wilful neglect or default respectively and none of them shall be answerable for the acts or defaults of the other or others of them or for any bankers or other persons with whom any monies or effects belonging to the CLUB may be lodged or deposited for safe custody, or for the insufficiency or deficiency of any security upon which any monies of or belonging to the CLUB shall be placed or invested or for any loss, or losses, misfortune or damage which may attain in the execution of their respective officers or in relation thereto except the same shall happen by or through their own wilful neglect or default respectively.

50. 50. CLUB INSIGNIA

The CLUB Insignia may only be purchased by Members from the Flag Committee and worn under conditions laid down by that Committee. The CLUB Blazer shall be a plain black blazer either single or doublebreasted. The Badge for use on Blazers shall consist of the CLUB Burgee. The size of the Burgee shall be …………………. and shall only be worn on the breast pocket of the Blazer made of a similar material to that on which the Badge is worked. The CLUB Buttons shall be brass and shall have an ………………thereon.