THE EXPORTERS CLUB OF SOUTH AFRICA – DURBAN CHAPTER

1. Name of Club is “The Exporters Club of South Africa – Durban Chapter”

Objects

2.  The Club is formed to fulfil all the usual objects of a Social Networking Club for persons involved in exporting either directly or indirectly or for persons with an interest in exporting, shipping and Trade Related matters, and to do all such things and carry out all such undertakings, as may be necessary for or incidental to the attainment of such objects, and more specifically:-

(i)                 To provide for the exchange of ideas, information and experience amongst members.

(ii)               To liase closely with other export orientated clubs and bodies both nationally and internationally, to develop South Africa’s export markets.

(iii)             To apply all its funds to carry out such undertaking as may be necessary for or incidental to promoting the objects of the club.

Classes of Members 

3.1       The Club shall consist of the following classes of members:

(i)                 Corporate Members, being companies or partnerships with head offices or branch offices situated in the Province of Natal.

(ii)               Individual Members, being persons who normally reside within 100 kilometres of Durban City Hall.

(iii)             Country Members, being persons who normally reside in the territory covered by the South African Customs Union and who are not classified as Individual Members.

(iv)             Non-Resident Members, being persons who normally reside outside the South African Customs Union or who temporarily leave the South African Customs Union for more than six months. 

(v)               Honorary Members, being persons admitted as such in terms of the Rules and Bye-Laws.

3.2                   In the case of Corporate Members, the company or                           partnership shall Nominate two executive officials                         bona fide in its employment to Represent it in all                         matters affecting the Club.  A Corporate Member

Shall advise the Club Secretary in writing of the two persons so nominated and of any changes of representative affected by such Corporate Member.

Rights of Membership

4.                     Membership of the Club does not and shall not give                          to any member of any class any right, title, interest,                         claim or demand in or to any of the monies,                         property or assets of the Club, but only confers upon

such member the right and privilege of entering in and upon the grounds and elections of the Club, and of using same in accordance with the use to which the same are devoted by the Committee of the Club, and subject to the Rules and the Bye-Laws of the Club from time to time in force.

Liabilities of Members

5.                     In the event of the Club being wound up, there shall be no liability incurred by any member other than in respect of his or her unpaid subscription and any money he or she may be owing to the Club.

                          Election of Members 

6.         (i)         Each candidate for membership in the classes of Corporate, Individual, Country and Non- Resident member shall complete and sign an official

                        Application form requesting membership of the Club. 

(ii)         All proposals for membership in the classes of Corporate, Individual, Country and Non-Resident members shall be considered by the Committee and the Committee may, should they deem it necessary, call for additional information about a candidate for membership from any source before accepting or rejecting a proposal.

(iii)             Before the Committee shall consider a candidate for Corporate, Individual, Country or Non-Resident membership, they shall receive payment of the pro-rata / full annual subscription that will fall due on acceptance of the candidate for membership together with the completed proposal form.  In the event of an application for membership not being accepted by the Committee, the payment received from the prospective member shall be returned to them.

 (iv)                               Honorary Members

 The Committee shall have the power to invite distinguished or eminent personages to become Honorary members of the Club, for such period as the Committee may determine, without payment of subscription.  No such Honorary member shall have any vote at any meeting of the Club, but shall otherwise enjoy and be entitled to the same privileges as those enjoyed by other members of the Club.

 Members Bound by Rules

7.                     The payment by or on behalf of a member of his or her subscription shall be an acknowledge on the part of such member that he or she is bound  by the Rules of the Club, and all Bye-Laws that have been or may hereafter be made by the Committee, and that he or she accepts the ruling of the Committee in all cases, and no person shall be absolved from the effects of the Rules and Bye-Laws on the plea of not having received a copy of them or any of them.

Subscriptions

8.                     The amount of subscriptions payable by members shall be determined by the members from time to time in General Meeting.  The current annual subscription payable as so determined from time to time shall be recorded in a schedule to the Rules of the Club.

Change of Classification

9.                     Any member who, as a result of change of residence, changes his membership class shall notify the Committee in writing of such change. The Committee shall calculate any additional subscription due or any refund of subscription due as from the date of the first committee meeting after receipt of the notification of change of class of membership.Any monies due by a member as a result shall be notified in writing to the member who shall pay the amount due within thirty days of the date of the notification.  Any monies due to the member shall be credited to the subscription that will fall due at the start of the next financial year. 

Payment of Subscriptions 

10.                   Annual subscriptions shall be due and payable on 1^st day of the accepted month of membership each year.  Any member who has not paid his or her subscription within thirty days of the due date shall be notified by the Secretary by registered letter or e-mail / accepted method of communication that he or she will cease to be a member of the Club in fourteen days’ time if his or her subscription is not paid in full by that date.

                        The Committee may, however, reinstate any person who may have ceased to be a member in terms of the provisions of this rule upon payment of all of his or her arrear subscriptions to the Club.

                        Nothing elsewhere contained in these Rules shall restrict the Club’s right to adopt such measure as the Committee may deem advisable for the recovery of any overdue subscriptions.

Resignation 

11.                   Any member wishing to resign from the Club shall give notice in writing to the secretary of his or her intention to do so prior to the 1^st of annual subscription renewal month, failing which he or she shall be liable for the subscription for the ensuing year.

Committee 

12.  (i)              The Committee of the Club shall consist of no less than five members who shall be representatives of Corporate Members or Individual Members.  The then members of the Committee shall elect its own Chairman, Vice- Chairman, Secretary and Treasurer.

  (ii)                  At least two members of the Committee shall retire by rotation in one year and the other three in the next year.  The retiring members shall be eligible for re-election if nominated.

(iii)             At least sixty days before the Annual General Meeting, the Club Secretary shall send a notice to all Club members notifying them who the members of the Committee are who are retiring and calling for nominations shall be in writing, signed by two members of the Club and shall include an acceptance in writing signed by each person nominated.  The nominations are to be delivered to the Secretary within thirty days of the Annual General meeting.

(v)               In the event of there being more nominations for membership of the Committee than vacancies, the Secretary shall include with the notice of the Annual General Meeting a voting slip giving the names of the people nominated and the number for whom votes must be cast.  The completed voting slips must be returned to the Secretary on or before the time set for the start of the Annual General meeting.  Under no circumstances will duplicate voting slips be issued to any members of the Club.

(vi)             In the event of there being fewer nominations for membership of the Committee than vacancies, the new Committee shall co-opt the requisite number of the members to bring the Committee up to the required number.

(vii)           The new Committee, together with any co-opted members, shall then elect their office bearers for the ensuing year.

Power of Committee 

13.                   The entire management and control of the Club shall be vested in the Committee, and the Committee shall have full power and authority to do any act, matter or thing which could or might be done by the Club, except as otherwise specially provided in these rules, and without in any way limiting such powers and authorities, the Committee shall have the following special powers:- 

(a)    To make, vary and repeal Bye-Laws  for carrying out the provisions contained in these Rules, for the management of the affairs and the use of the premises of the Club by its members, and generally for all matters connected with the Club, provided that such Bye-Laws do not conflict with the Rules of the Club;

(b)   To acquire any movable or immovable property for the Club calculated to benefit the Club and to advance its objects:

(c)    To secure the fulfilment of any contracts or engagements entered into by the Committee by mortgage or charge of all or any part of the property of the Club or in such other manner and under such conditions as it may think fit;

(d)   To sell, lease, alienate or otherwise dispose of any part or parts of the Club as it may think most beneficial to the Club, and to apply the consideration arising therefrom as it may think most advantageous to the Club;  but the Committee shall not have the power to dispose of the majority of not less than two-thirds of the votes of the members present at a Special General Meeting of the Club called for that purpose;

(e)    To appoint and at its discretion remove or suspend such attorneys, agents, secretaries, offices, clerks and servants for permanent, temporary or special services, as it may think fit, and to invest them with such powers as it may think expedient, and to determine their duties and fix and vary their salaries or emoluments (if any) and to require security in such instances and to such amounts as it may think fit;

(f)    To institute, conduct, defend, compound or abandon any legal proceedings by and against the Club or its officers or otherwise, concerning the affairs of the Club; and also to Compound and allow time for payment or satisfaction of any debts due to the Club, and of any claims or demands by the Club; 

(g)   To refer any claim or demand by or against the Club to arbitration and to perform, or refuse to perform the award;

(h)   To make and give receipts, releases and other discharges for monies payable to the Club, and for the claims and demands of the Club, and except where otherwise provided in these Rules, such receipts shall be signed by the Treasurer or some person lawfully acting in the place of such Treasurer;

(i)     To open one or more banking accounts in the name of the Club and to operate on and overdraw the same, and to draw, accept, endorse, make and execute bills of exchange, promissory notes, cheques and other negotiable instruments connected with  the business of the Club.  Such bills of exchange, cheques and other negotiable instruments shall be signed by any one committee-man and countersigned by the Treasurer, or some person lawfully acting in the place of such Treasurer;

(j)     To invest and deal with any monies of the Club not immediately required for the purposes of the Club upon such securities and on such terms as it may think fit, and from time to time to vary or realise such investments;

(k)   To borrow or raise money in such manner as it may think fit and in particular by the issue of debentures or debenture stock, upon such terms and conditions as it may think fit, and as security for any monies so borrowed or raised to mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Club, present or future, upon such terms and conditions as it may think fit;

(l)     To negotiate, stipulate for, grant and arrange reciprocity between the Club or any other Club or association;

(m)  To delegate to any Sub-Committee or Sub-Committees all or any of the authorities of these presents conferred on the Committee, any such Sub-Committee to have such powers as may be conferred on it at the time of its appointment or thereafter, by the Committee, and to be subject in all respects to such powers as may be conferred on it at the time of its appointment or thereafter, by the Committee, and to be subject in all respects to such Rules and Bye-Laws or instructions as may from time to time be framed or given by the Committee;

(n)   To negotiate with and apply for affiliation or association with any controlling body of export clubs that may be formed nationally or internationally. 

Committee Quorum 

14.       At a committee meeting four members shall be a quorum.

                      Expulsion of Members

15.       The Committee shall have power to expel any member who shall offend against the Rules of the Club or whose conduct shall in the opinion of the Committee render him unfit for membership of the Club.

Before any such member is expelled, the Secretary shall give him seven days’ written noticed to attend a meeting of the Committee and shall inform him of the complaints made against him.  No member shall be expelled without first having an opportunity of appearing before the Committee and answering complaints made against him nor unless at least two-thirds of the Committee then present vote in favour of his expulsion.

General Meeting

16.       A General Meeting of the members shall be held once in each calendar year.  The business to be conducted at an Annual General Meeting shall be:-

            To receive and consider a report of the affairs of the Club;

            To appoint an Auditor or Auditors and fix his or their remuneration;

            To elect a Committee for the ensuing year;

            To consider and pass, with or without amendment, or to reject any proposed resolution submitted to the meeting, and concerning the affairs of the Club, of which due notice has been given.

            Notice of the date and time of the Annual General Meeting shall be posted to all members at least twenty one days before the date of the meeting.

            Notice of any resolution to be proposed at an Annual General meeting other than the ordinary business of the meeting must be signed by at least two members and lodged with the Secretary at least thirty days before the date fixed for the said meeting. 

Special General Meeting

17.       The Committee may at any time call a Special General Meeting of the Club on giving at least fourteen day’s notice, specifying the object for which the meeting is called.  The Committee shall in like manner call such meeting on receipt of a requisition signed by ten members specifying the object for which such meeting is called.  No business other than that so specified shall be transacted at such meeting, but any resolution strictly relating to such business may be submitted to such meeting. 

General Meeting Quorum                           

18.       The quorum of a General Meeting shall be not less than twenty  of the members of the club eligible to vote at General Meetings, provided that, should no quorum be present within 15 minutes of the time fixed for the meeting, the meeting shall, in the case of an Annual General Meeting or a Special General Meeting called by the Committee, be adjourned to the same day and hour in the following week, and at such adjourned meeting the members present shall be deemed to be a quorum for the transaction of all the business of the meeting. In the case of a Special General Meeting called by requisition of members, if no quorum be present within fifteen minutes of the quorum being present within fifteen minutes of the time fixed for the meeting, it shall be finally dissolved.

Chairman and Procedure

19.       The Chair at all General Meetings shall be taken by the Chairman or, failing him, by the Vice- Chairman, or, failing both the Chairman and Vice-Chairman, the members present shall elect one of the Committee present at the meeting to be Chairman of the meeting.  Every question submitted to a meeting shall be decided, in the first instance, by a show of hands, the Chairman having a second or casting vote in case of an equality of votes, and unless a poll be demanded by at least ten members, the declaration by the Chairman of the result of the voting shall be conclusive.  If a poll be demanded as aforesaid, it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting.  A demand for a poll may be withdrawn.

            In a vote every member present in person eligible to vote shall have one vote.

            The Chairman of the General Meeting may, with the consent of the meeting, adjourn the same from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Voting at General Meetings 

20.       Individual and Country Members present in person at General Meetings are eligible to one vote each.

The two nominated representatives of Corporate Members present in person at General Meetings are each eligible to one vote, or per proxy received prior meeting.

Alterations to the Constitution 

21.       No alteration to the Constitution of the Club shall be made except at an Annual or Special General Meeting.  Thirty days notice must be given to the Secretary in writing, setting forth in full each proposed alteration.  No alteration or addition to the Constitution shall be effected unless carried by at least two-thirds of the total votes cast at a meeting. 

Financial Year

22.       The financial year of the Club shall be from the 1^st August to             the 31^st July.

Accounts 

23.       True accounts shall be kept by the Treasurer of the sums of money received and expended by the Club, and the matter in respect of which such receipts and expenditure take place and of the property, credits and liabilities of the Club, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Club for the time being, shall be open to the inspection of the members.

            The annual accounts of the Club shall be audited by a firm of Registered

            Public Accountants.

Dissolution

24.       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 or distributed among the members of the club, but shall be dealt with as may be determined by members assembled at a Special General Meeting.

Interpretation of Rules 

25.       In case of doubt as to the meeting or interpretation of these Rules, the Committee shall be binding upon the members, and should any question arise which is not provided for by these Rules, the Committee shall have power to determine the same.