CONSTITUTION AND RULES OF THE EDEN AMATEUR RADIO CLUB

CONSTITUTION of the EDEN RADIO CLUB IDENTITY

1. The name of the association is the EDEN AMATEUR RADIO CLUB and hereinafter referred to as the Club.
   1.1. The Club is a voluntary association, a juristic person, with perpetual succession, having all the
   powers in law of a juristic person, together with such powers as may be specifically conferred on it by
   this Constitution including the right to acquire property in its own name, both moveable and
   immoveable; as a body corporate with perpetual succession.
   1.2. All legal proceedings by and against the Club may be brought and defended in the name of the Club.
   The Chairperson, Vice-chairperson and / or the Secretary of the Club, shall have the power to sign all
   documents when the Club has decided to institute or defend any such proceedings on its behalf and in
   its name, or to sign other documents pertaining to the execution of decisions of the Club from time to
   time.
   1.3. The liability of the members of the Club and / or committee is limited to the unpaid amount, if any,
   of their subscriptions.

INTERPRETATION

2. In the interpretation of this Constitution and its Rules, the words listed hereunder shall have the
   meanings set out, unless inconsistent with the subject or context:
   2.1. Words importing the singular shall include the plural and vice versa; words importing the masculine
   gender shall include the feminine gender.
   2.2. “In writing” shall mean written or printed, or partly written and partly printed and includes any
   communication by way of electronic means.
   2.3. The “Club” means the Eden Radio Club.
   2.4. “Member” means a duly elected member of the Club.

2.5. “Committee” means the committee of the Club as constituted in the rules.
2.6. “Constitution” refers to the Constitution and Rules of the Eden Radio Club and the two documents
should be read as if one.

3. The clubhouse(s) of the Club shall be at the Botanical Gardens George, and at such places as its
   members in general meeting may from time to time decide.

OBJECTIVES

4. The sole or principal objective of the Club is to promote social and recreational amenities or facilities
   for the members in a non-profit manner.
   This will include:
   4.1. To establish and maintain an efficient means of amateur radio communication within the Eden area
   which shall be at the disposal of the Community at all levels of the Republic of South Africa, in any
   emergency.
   4.2. To conduct radio experiments and give information relating thereto by radio or other means to
   amateurs and members.
   4.3. To give members the advantage of collective representation and control in all matters of moment
   to radio amateurs and to assist members with information and technical advice.
   4.4. To acquire for the benefit of members, individually or collectively, supplies of radio apparatus or
   material and / or to facilitate the acquisition thereof for them.
   3 4.5. To buy, sell, exchange, let or hire radio apparatus, instruments, tools, implements, materials,
   accessories and literature of every kind required for amateur radio or used in connection therewith.
   4.6. To provide such accommodation and / or facilities for members and others as may assist in
   furthering the objectives of the Club.
   4.7. To hold, or arrange for, radio meetings, lectures, demonstrations, experiments, competitions and
   other activities or meetings of a like nature whether for the benefit of the Club or charities or other
   objectives and to offer and grant or contribute towards the provision of prizes, awards and distinctions.
   4.8. To adopt such means of making known the objectives of the Club in such manner as may seem
   expedient and by granting prizes, rewards and donations.
   4.9. To invest and apply any monies not immediately required for the purposes of the Club, in such
   manner as the Club from time to time think fit.
   4.10. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property,
   movable or immovable, or interest therein or any other rights and privileges which the Club may think
   necessary or convenient for its purposes.

4.11. To raise, receive, control and administer funds by levy of subscriptions from its members and by
contributions, donations, gifts and bequests by its members and others; with the power to borrow or
provide fit and in particular by mortgage or charge on all or any part of the property of the Club (both
present and future) and to repay and redeem such loan, mortgage or charge.
4.12. To affiliate with the South African Radio League or such similar bodies as it may from time to time
be considered advisable by the Club and to encourage Eden Radio Club members to join and support the
South African Radio League.
4.13. To make, amend and rescind rules for the better organization of the Club.
4.14. To add to and amend the objectives of the Club to conform to the development of amateur radio
science and activities from time to time.
4.15. To execute all documents and do all things necessary to give effect to this Constitution and the
Rules framed thereunder.
4.16. The Club is established for the mutual benefit of the members who contribute to share the cost of
providing a collective benefit. The common objective therefore excludes the personal financial gain of
the individual members and trading for a profit.

GOVERNANCE OF THE CLUB

5. The governance of the Club shall be in accordance with its Constitution and Rules which shall be
   binding upon all its members and officials.

WINDING UP AND DISSOLUTION

6. The Club may be wound up, dissolved or amalgamated with another body by unanimous consent of
   the members of the Club represented in a Special or Annual Meeting convened for that purpose. The
   meeting shall decide on the disposal of assets. Assets, or their proceeds, may however only be
   distributed to:
   6.1. Any other association, club or association which enjoys a tax-exempt status as a recreational club in
   terms of Section 30A of the Income Tax Act and then only if the assets are divided pro rata amongst all
   such member clubs; and / or
   6.2. Any public benefit organisation as envisaged in paragraph (a)(l)of the definition of a „public benefit
   organisation‟ in Section 30(l) which has been approved in terms of Section 30(3) of the Act, and which
   has similar purposes as the Club; and or
   6.3. Any institution, board or body which is exempt from tax in terms of Section 10(1)(cA)(i) of the Act
   which has as its sole or principal object the carrying on of any public benefit activity; or
   6.4. The government of the Republic of South Africa in the national, provincial or local sphere,
   contemplated in Section 10(1)(a) of the Act.

INCOME

7. Income
   7.1. The income and property of the Club whomsoever derived shall be applied solely towards
   promotion of the objectives of the Club as set forth in its Constitution and no portion thereof shall be
   paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever by way of
   profit, to the members; provided that nothing therein shall prevent the payment in good faith of
   remuneration to any officer or servant of the Club in return for any services actually rendered to it.
   7.2. The mentioned preferential tax treatment relates to a special tax dispensation in terms of Section
   10(1)(cO) of the Income Tax Act (the act); donation tax exemptions in terms of section 56(1)(h) and
   certain capital gains tax concessions.
   7.3. No surplus funds will directly or indirectly be distributed to any person unless the remuneration is
   reasonable and for work done or for services rendered or for materials supplied to the Club.
   7.4. No remuneration that is excessive will be paid to any person, 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 the recreational club.
   7.5. The sharing of expenses by various members does not generate additional taxable income for the
   Club and it is to this extent that the Club enjoys preferential tax treatment as set out hereunder.
   7.6. The Committee is obliged to submit:
   7.6.1. a copy of the financial statements; and
   7.6.2. an annual income tax return;
   7.7. In order to qualify for preferential tax treatment, the Committee will submit the necessary
   application form and also annual income tax returns together with the relevant supporting documents
   thereto; to the Commissioner for the South African Revenue Service.
   7.8. The Club shall not knowingly be a party to, or shall not knowingly permit itself to be used as a part
   of any transaction, operation or scheme of which the sole or main purpose is or will be the reduction,
   postponement or avoidance of liability for any tax, duty or levy that would have been or would 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
   7.9. The Committee shall appoint a place in the Republic of South-Africa at which any notices or
   instruments under the Income Tax Act may be served or delivered on the Club. The Committee shall
   inform the Commissioner for the South African Revenue Service of such address
   7.10. The Committee shall inform the Commissioner for the South African Revenue Service within 14
   days of any change in representative or service address

RULES OF THE EDEN RADIO CLUB
DEFINITIONS.

1. In these Rules, unless the context otherwise requires:
   1.1. “In writing” shall mean written or printed, or partly written and partly printed.
   1.2. “Member” means a duly elected member of the Eden Radio Club.
   1.3. “Committee” means the committee of the Club as constituted in terms of these Rules.
   1.4. “Clubhouse” means the venue of the Club.
   1.5. “SARL” means the South African Radio League.
2. There shall be four classes of members:
   2.1. Honorary Life Members.
   2.2. Ordinary Members, not-affiliated to the SARL.
   2.3. Ordinary Members affiliated to the SARL
   2.4. Spouses and dependent children.
3. The qualifications for membership shall be as follows:
   3.1. Honorary Life Members: 3.1.1.
   That he or she shall have rendered exceptionally outstanding services to the Republic of S.A. by means
   of radio science, or to radio science itself, or to amateur radio, or
   3.1.2. That he or she shall have been a member of both the Club for at least an unbroken period of 10
   years and during that time shall have rendered long and meritorious service to the Club.
   3.2. Ordinary Members:
   3.2.1. That he shall have a genuine interest in amateur radio or allied activities.
   3.3. Spouses and dependent children:
   3.3.1.That he or she is the is the husband / wife / child of an ordinary member, and
   3.3.2.Shall have a genuine interest in amateur radio or allied activities.
4. Save as in these Rules otherwise provided a member shall be entitled to all the rights and privileges
   and be subject to all the duties of membership of the Club, including the right to be elected to the
   committee, and to attend at any general meeting of the Club.
5. A member who is
   5.1.1. in arrears with his membership subscription; or
   5.1.2. under suspension as in these Rules provided; shall not be eligible for election to the committee
   nor shall he be entitled to vote or ballot on any matter or thing concerning the Club MEMBERSHIP
6. Membership shall commence as from the date upon which a candidate is either elected or
   reinstated, as the case may be.
   6 7. No candidate shall be accorded membership unless he complies with all the conditions attaching to
   such membership as provided in these Rules.
7. Members are prohibited from selling their membership rights or any entitlement in terms thereof. 9.
   Membership shall terminate:
   7.1. if a member resigns; or
   7.2. if a member’s subscription remains unpaid after written notice for a period of more than two
   months after due date; or
8. if a member is expelled or his name removed from the register as hereinafter provided; and
9. generally, in any matter as in these Rules provided.
   ELECTION
10. An Honorary Life Member may, upon a motion from the committee be elected by the Club, and
    upon such election he or she shall enjoy the rights and privileges of an ordinary member and in addition
    shall be exempt from the payment of any membership subscription during such membership. The
    committee shall ensure that the nominee is fully qualified in terms of these Rules and that no
    nomination will be accepted if the election of another Honorary Life Member will result in a total of
    more than five Life Members.
11. Every candidate for membership shall be proposed by one, and seconded by another member, to
    one of whom the candidate shall be known personally.
12. The application for membership, which shall be in such form as the Club may from time to time
    determine, shall be made in writing, signed by the candidate, his proposer and his seconder, and shall be
    lodged with the secretary, accompanied by the necessary entrance fee and annual subscription fee.
13. The committee shall consider such application at the earliest opportunity and shall have full
    discretion to accept, reject or postpone such application.
14. The secretary shall, without delay, convey the committee’s decision to the candidate.
15. No candidate shall be elected a member unless his application secures the votes of at least
    twothirds of the committee members present and voting thereon.
16. The committee may reject any application for membership without assigning any reason therefor,
    or may postpone such application, pending the receipt of further information.
17. If the application is rejected, the entrance and annual subscription fees tendered shall be refunded
    forthwith to the applicant by the secretary without deduction.
    RESIGNATION
18. A member may resign upon written notice to the secretary.
19. If a fully paid-up member resigns he/she will not be entitled to a refund of the subscription or a part
    thereof. REMOVAL FROM REGISTER
20. Any member who fails to pay his annual subscription within two months after due date shall be
    removed from the register of members whereupon he shall cease to be a member. If during the said
    period of two months such member shall state his reasons and apply in writing to the secretary for
    permission to pay his subscription by instalments within six (6) months from the due date thereof, the
    Club may grant such application upon good cause being shown.
    EXPULSION
21. Any member may be expelled if found guilty of any willful contravention of these Rules or of
    conduct rendering his continued membership undesirable.
22. Any complaint of such contravention or conduct shall be referred to the committee for investigation
    and, if substantiated, the committee may recommend the expulsion of the member. The proceedings
    before the committee shall be subject to the following provisions:
    22.1. The committee shall give the member at least thirty (30) days written notice of its meeting and
    outline briefly therein the nature of the complaint.
    22.2. A member may present his case before the committee personally, or by post, or through his
    authorised representative.
    22.3. A recommendation or decision to expel shall only be valid if passed by at least two-thirds majority
    of the full committee, respectively, who are eligible to vote at such meetings.
    22.4. If such member is a member of the committee he shall not be entitled to vote at any such meeting,
    nor to take part in the deliberations thereof other than as stated in condition 22.2 above.
    22.5. If the member holds any office in the Club the committee may suspend him from office pending
    the final decision upon the complaint. Written notice of suspension with immediate effect may be
    included in the notice to the member of the complaint to be investigated.
23. Any member who has been suspended by the committee as in these Rules provided, shall, until
    further notice, forego all rights and privileges enjoyed by him. He shall be deemed to have vacated any
    office held by him as from the date of such suspension and the committee may appoint another
    member to hold such office temporarily, pending the election of a member to such office.

CHANGE

24. Any person whose membership was previously terminated by resignation, expulsion or the removal
    of his name from the register of members, for any reason whatsoever, may apply to be reinstated as a
    member after a cooling period of 60 working days.
25. The provision of these Rules relating to the election of new members shall apply to such application
    for reinstatement; provided, however, that in the case of removal owing to default in the payment of his
    annual subscription fee, such defaulting member shall, in addition, be required to pay all arrears or so
    much thereof as the committee in its discretion may determine.
    SUBSCRIPTIONS AND FEES
26. Membership fees or subscriptions are payable by the members to contribute to the cost of running
    the association and maintaining its services, facilities or amenities. These subscriptions shall, on
    recommendation of the committee, be adjusted by an AGM as and when it is necessary.
27. All subscriptions shall be payable in advance on the first day of July in each and every year and shall
    expire on the 30th day of the following June provided, however, that any person who is elected as a
    member on or after the first day of each quarter of the year, i.e. 1 October, 1 January or 1 April shall be
    liable for a proportion of the annual subscription, based on quarters thereof.
28. All subscriptions shall be paid without deduction (in Republic of South Africa currency) to the
    treasurer, who shall be responsible for collection and receipt of all monies due to the Club.
    GENERAL DUTIES AND FUNCTIONS
29. The Club shall elect a committee and the officers shall be a Chairman, Vice-chairman, Honorary
    Secretary and a Honorary Treasurer, provided that the offices of Secretary and Treasurer may be
    combined. The Chairman shall be elected and portfolios shall be allocated to other committee members
    at the first meeting of the new committee. This first committee meeting shall be a face-toface meeting,
    not a teleconference, and shall take place within two weeks after the AGM.
30. The Annual General Meeting shall take place within 60 days after the end of the club‟s financial
    year. The AGM agenda, Committee‟s report, audited financial statements and the minutes of the
    previous AGM shall be published on the club‟s website at least 21 days before the scheduled AGM.

COMMITTEE

31. The Club shall be governed by a committee that shall be responsible for the proper and efficient
    administration of the affairs of the Club and the due carrying out of the objectives of the Club, as set out
    in the Constitution.
    31.1. The members of the Committee will accept fiduciary responsibility for the Club and will not be
    connected persons in relation to each other and no single person., directly or indirectly will control the
    decision-making powers relating to the Club.

31.2. The committee is obliged to submit a copy of all amendments to the Constitution and Rules to the
Commissioner of the South African Revenue Service.
31.3. The Committee shall appoint a representative as the Public Officer of the Club. The name of the
representative and his / her position in the Club must be furnished to the Commissioner for the South
African Revenue Service. The representative must be a responsible member of the Committee and his
position as a member of the Committee must constantly be kept filled by the Club.

32. The members of the Club shall, at any annual general meeting or in the case of the new Club at its
    first meeting, decide:
    32.1. as to the size of the committee;
    32.2. the bank or financial institution with which the funds of the Club are to be deposited and, subject
    to the provisions of the Rules, the manner in which such funds shall be administered.
33. The committee shall be elected annually by the members assembled in annual general meeting and
    shall hold office until the next annual general meeting.
34. All members of the committee and/or office bearers shall act in an honorary capacity only.
35. No nomination shall be valid unless:
    35.1. it is submitted in writing, duly signed by the proposer and seconder.
    35.2. it discloses the candidate’s name and call sign;
    35.3. it is accompanied by a written statement signed by the candidate whereby he consents to serve as
    a member of the committee.
36. No person shall be eligible for election to the committee who:
    36.1. has not been a member of the Club for at least twelve months immediately prior to his
    nomination;
    36.2. is in arrears with his membership subscription at the date of his nomination;
    36.3. is otherwise disqualified in terms of these Rules or whose name has been removed from, and not
    restored to, the register of members.
37. No person shall be eligible for election as chairman who:
    37.1. has not been a committee member of the Club for at least one year;
    37.2. is in arrears with his membership subscription at the date of his nomination;
    37.3. is not a member of the SARL;
    37.4. is otherwise disqualified in terms of these Rules or whose name has been removed from, and not
    restored to, the register of members.
38. The chairman shall not serve for a continiuous period longer than two years, but may again serve as
    chairman after a break of at least one year.
39. The committee shall meet not later than fourteen days after its election and thereafter at least once
    in every calendar month. The first meeting shall be in person and the committee shall appoint the
    officers provided for under Rule 30.
40. The quorum necessary for the transaction of business at any committee meeting shall be a majority
    of the full number of committee members and all decisions taken by the committee shall require the
    majority of the votes of the aforesaid full number.
41. The secretary of an outgoing committee shall convene the first meeting of an incoming committee
    by giving at least seven days notice telephonically or in writing of the intended meeting.
42. Subsequent meetings shall be convened by the secretary in such manner and form as the committee
    may from time to time decide.
43. Upon the request of any three members of the committee the secretary shall convene a meeting of
    the committee to be held within ten days of the date of receipt by him of such request.
44. The secretary shall, immediately after the aforesaid first committee meeting, advise the members
    and the SARL Secretary of the names and offices held, if any, of all the members of the committee as
    constituted and of the official address of the headquarters of the Club for the ensuing year.
45. In the event of a vacancy arising on the committee, the members at the next succeeding meeting
    shall nominate and elect a member to fill such vacancy in the same manner and subject to all conditions
    as in these Rules provided for in the annual election of the committee. Prior notice to members of the
    intended filling of such vacancy shall, however not be imperative.
    CLUB FUNDS
46. The funds of the Club shall consist of the subscription levied upon its members, as in these Rules
    provided and in addition, such other monies as may accrue to it in any manner whatsoever.
47. The committee shall be responsible to the members for the due and proper administration of such
    funds.
48. All monies received on behalf of the Club shall be paid into an account to be opened in the name of
    the Club at such bank or building society as its members, in terms of these Rules, may from time to time
    determine.
49. Such account shall be operated upon by any two members of the committee as the full committee
    may from time to time decide.
50. The committee shall have authority to disburse such amounts as may be necessary for the proper
    conduct of the affairs of the Club, provided;
    50.1. that the committee shall lay before each ordinary meeting of the members a detailed statement,
    duly certified by not less than three of its members, reflecting the payments or disbursements made by
    it during the preceding calendar month;
    50.2. that the members at any meeting may attach such condition and / or restrictions to the aforesaid
    authority as they may from time to time deem fit.

ANNUAL FINANCIAL STATEMENTS

51. The financial year of the club shall terminate on the 30 th of June in each and every year, as at which
    date the committee shall cause an income and expenditure account and a balance sheet to be prepared
    in respect of such year.
52. The correctness of such account and balance sheet shall be ascertained and certified by the auditor
    or auditors appointed in accordance with these Rules and shall, in addition, be signed by the chairman
    and honorary treasurer.
53. The aforesaid account and balance sheet, duly certified and signed, together with a report, if any, by
    the auditor and a report by the committee on the activities and state and condition of the Club shall be
    submitted by the committee to the members at the annual general meeting of the club.
    DEFICIT
54. Should the accounts disclose that the expenditure exceeded the income in any one year, such excess
    shall be made good out of any funds that may be in hand or accrue to it in the next succeeding year or
    years.
55. The members shall annually at the AGM, appoint a duly competent person, whether a member or
    not, to act as auditor for that year, provided, however, that no member of the committee, including the
    secretary and treasurer, may act as auditor.
    MEETINGS
56. Meetings of the club shall consist of:
    56.1. Ordinary meetings,
    56.2. Annual General Meetings, and
    56.3. Special General Meetings.
57. At any meeting the Chairman, or in his absence the Vice-chairman, shall be entitled to take the chair,
    or failing both of them, the meeting shall from its own number elect a member as chairman, provided,
    however, that at a SGM convened upon requisition, the members so assembled shall elect from their
    own number a chairman for that meeting or any adjournment thereof.

ORDINARY MEETINGS

58. The members shall meet as often as shall be requisite for the transaction of its business, provided
    further that the Secretary shall give prior notice of such meeting to each member in such a manner and
    form as the committee from time to time may decide.
59. The business to be transacted at such meeting shall be:
    59.1. to approve, or otherwise amend, the minutes of the previous meeting;

59.2. to consider the statement of revenue and expenditure, if any, prepared by the committee;
59.3. to consider such abnormal or extraneous expenditure, if any, as the committee may recommend;
59.4. to consider and transact such other business which ought to be transacted thereat.
INFORMAL MEETINGS

60. The members may, either at the conclusion of an ordinary meeting or at such other time and place
    as they, upon recommendation of the committee may decide, hold informal meetings solely for the
    purpose of conducting lectures, demonstrations, experiments and activities of a like nature.
    ANNUAL GENERAL MEETINGS
61. At the AGM held in terms of Rule 31, the business to be transacted thereat shall be:
    61.1. to approve, or otherwise amend, the minutes of the previous general meeting;
    61.2. to receive the annual report from the committee;
    61.3. to receive the audited account of income and expenditure and the balance sheet and the auditor’s
    report thereon, if any;
    61.4. to elect members of the incoming committee;
    61.5. to consider and transact such other business which may or ought to be transacted at an AGM.
62. A member who desires to give notice of any matter or business which is to be considered or
    transacted at an AGM shall, not later than the 21st day of the month preceding that of the AGM, lodge,
    in writing, with the secretary full particulars of the subject matter so to be considered or transacted.
    SPECIAL GENERAL MEETING
63. A special general meeting may be convened by the committee at any time. The honorary secretary
    shall convene a SGM when requisitioned either by not less than two committee members or upon
    requisition signed by not less than five members of the club. The meeting will be convened within 21
    days after the receipt of such a requisition.
64. The business of a SGM shall be restricted to that stated in the notice convening the meeting and any
    matter arising therefrom.
    QUORUM 65.
    For the purpose of transacting any business at any meeting a quorum at the time of voting on a
    resolution, shall consist of:
    65.1. in the case of an ordinary meeting, 10 per cent of the members in person or by proxy;
    65.2. in the case of an AGM, 12,5 per cent of the members in person or by proxy; and
    65.3. in the case of a SGM, 12,5 per cent of the members in person or by proxy;
    65.4. provided that a quorum shall in no case consist of less than five members in person.
65. If within thirty minutes after the time appointed for a meeting a quorum is not present, the meeting,
    if convened upon requisition of members, shall not be held. In any other case it shall stand adjourned
    either:
    66.1. to the second week thereafter at the same time and place, or if that day be a public holiday then
    the next succeeding day other than a public holiday; or
    66.2. to such other time and place as the committee, subject to these Rules, may decide, provided that
    it shall not be earlier than the second week thereafter.
66. If, at such adjourned meeting a quorum is not present within thirty minutes after the appointed
    time, the members present, not being less than five, shall constitute a quorum and may transact the
    business for which the meeting was called.
    NOTICE 68.
    Save as otherwise in these Rules provided, all general meetings or any adjournment thereof shall be
    convened by the secretary by notice which shall be posted to the addresses of members at least ten
    days before the date fixed for the meeting and shall specify the date, place and hour of the meeting and
    the nature of the business to be transacted thereat.
67. The accidental omission to give notice to or the non-receipt of notice of any meeting by any
    member, shall not invalidate the proceedings (or resolutions taken) at such meeting.
    VOTING
68. A member entitled to participate in the transaction of any business, matter or thing, upon which it is
    necessary to vote or ballot, as in these Rules provided, shall be one that is eligible to vote in terms of
    these Rules.
69. All decisions taken shall require a majority of the votes of the members present, provided that in
    the case of a ballot by all members, a majority of all such members shall be required.
70. Save as otherwise provided in these Rules, at any meeting at which business is being transacted:
    81.1.
    all questions shall be decided in the first instance by the show of hands; and
    82.2. each member present and entitled to vote, whether by show of hands or by ballot as hereinafter
    provided, shall have one vote only; and
    82.3. in the event of equality of votes the chairman of the meeting, in addition to his deliberative vote
    as a member, shall have a casting vote.
    82.4. Notwithstanding the provisions of the preceding Rule, the voting in the case of a contested
    election of members of the committee, the chairman and of the auditor, or auditors, shall not be by
    show of hands, but by way of ballot.
71. Unless a ballot is demanded, a declaration by the chairman that a resolution has been carried by a
    particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence

of the fact, without proof of the number or proportion of the votes recorded in favour or against the
resolution.

84. Any member entitled to vote, having voted with the minority on a show of hands, may call for a
    ballot of the members present which ballot shall take place forthwith, whereupon the members present
    shall appoint at least two scrutineers to count the votes and report to the chairman.

SPECIAL BALLOT

85. Not less than 12,5 per cent of the total membership entitled to vote, with a minimum of three,
    either before or immediately after any vote has been taken (whether by show of hands or ballot) may
    call for a special ballot of all members, in which event so far as the question at issue only is concerned,
    the meeting shall stand adjourned to a date not less than ten days later to be fixed by the meeting, but
    which shall in no event be later than that of the ordinary meeting in the next succeeding month.
86. The committee shall forthwith cause voting papers to be prepared and posted to all members and
    shall clearly state the question at issue and require the return of the voting papers to the secretary by
    16:00 on a date not later than two clear business days before the date of the adjourned meeting.
87. At the close of any such special ballot the scrutineers, who shall be appointed by members at the
    meeting at which the special ballot was demanded, shall count the votes, rejecting doubtful and spoiled
    papers, and report to the chairman the result of the voting and such report shall be recorded in the
    minutes of the meeting as the decision of the members upon the question at issue.
88. The decision as to the eligibility of the member to vote and/or the validity of the voting paper shall
    rest entirely with the scrutineers who, if necessary, shall have full access to all the books and records of
    the Club for this purpose and may call upon the secretary for such assistance as they may require.
    MINUTES
89. Minutes of all committee meetings shall be kept by the secretary and such minutes shall be
    confirmed and signed at the next succeeding meeting of the committee, provided, however, that in the
    case of a meeting convened upon requisition of members, the chairman of that meeting shall sign such
    minutes.
    MISCELLANEOUS INDEMNITY
90. The office bearers and committee members are indemnified by the Club against all costs, losses and
    expenses arising from anything done by them in the bona fide administration of the Club, or in
    connection with any other matter or thing concerning the affairs of the Club save for wilful or dishonest
    wrong doing on the part of the person who is sought to be made liable.
    VICARIOUS LIABILITY
91. No officer, member of the committee, or of any sub-committee of the Club shall be liable for the
    acts, receipts, neglects or defaults of any other member of the Committee, or of any sub-committee, or
    for any loss, damage or misfortune which happens in the execution of his duty, unless it happens
    through his own wilful or gross negligent act or default. The Club is liable only for the debts on its behalf

and any assistance granted to any person or body whether corporate or unincorporated, shall not
render it liable for the debts of such person or body.
PROXY

91. Every member entitled to vote shall be entitled to be represented by proxy, provided that no person
    shall act as a proxy unless he is entitled on his own behalf to be present and vote at the meeting at
    which he acts as proxy.
92. The instrument appointing a proxy shall be in writing under the hand of the grantor and shall be in
    such form as the Club may from time to time decide, provided that the committee shall accept any other
    form of proxy which clearly and adequately indicates the intention of the person granting it and
    provided further that it is duly signed in accordance with law.
93. Unless specifically otherwise stated therein no instrument of proxy shall be valid for more than one
    meeting and any adjournment thereof, and no such instrument shall be used at an adjourned meeting
    which could not have been used at the original meeting.
94. The form of proxy shall be lodged with the secretary on the day preceding the meeting, or with the
    secretary half-an-hour before the meeting, as the case may be, at which it is used and the committee’s
    decision, as the case may be, as to whether the form so received is in order or not, shall be final.