Constitution - Cape Jaguar Club

Ratified by Members at a Special General Meeting held on 16th March 2025

Sec. 1. Name

1. The name of the Club shall be the CAPE JAGUAR CLUB with the headquarters of the Club at The Multi Car Club, Parow, Western Cape.

Sec. 2. Interpretation

In this Constitution:
1. Constitution means this “Constitution” and any amendments made thereto from time to time.
2. The “Club” means the Cape Jaguar Club.
3. The “Old Constitution” means any prior to the date of this Constitution.
4. “Membership” means being a paid-up Member of the Club with all rights, duties, and obligations attached to each category of Membership within this Constitution.
5. Unless the context indicates a contrary intention, an expression which denotes –
  1. Any gender includes both male and female.
  2. The singular includes the plural and vice versa.
  3. The definition of “in writing” as used in the Constitution shall include the use of electronic media.

Sec. 3. Constitution

The Cape Jaguar Club Constitution will reflect changes in the needs of the Club Members, Financial Administration, changes in Legislation and the use of electronic communications media.
The “old Constitution” will be replaced by the Cape Jaguar Club Constitution at a Special General Meeting, the date to be confirmed and recorded.

Sec. 4. The aim of the Club

To provide its Members with sporting, social and recreational services as would normally be associated with motoring in all its branches and to owners, drivers and enthusiasts of Jaguar and Daimler cars.
To keep a register of all Jaguar/Daimler models owned by Members.
To promote, organise and hold motor car meetings, tests, competitions, displays, runs, excursions, reliability trials, economy runs, other events and to offer reward and prizes in respect thereof.
To extend to Members all the usual hospitalities, privileges, advantages, conveniences, and accommodation enjoyed in connection with a club and to cultivate reciprocal relationships with kindred clubs and associations.
To buy, sell, let, hire, acquire, hold, deal with, alienate, encumber, mortgage, and have full capacity to enter into binding contractual relationships, lease or otherwise of property both movable and immovable.
To receive contributions, subscriptions, and donations for the purposes of the Club from Members or other interested 3rd parties.
To have the power to open a bank account or accounts in the name of the Club and to operate thereon.
Generally, to do such other things that are incidental and conducive to the attainment of the above objectives.

Sec. 5. Nature of the Club

The Club is an association of its Members and is not established for profit or gain.
The Club shall be non-political, non-racial, and non-sectarian:

Sec. 6.Membership

In compliance with the requirements of the Protection of Personal Information Act, the Secretary shall maintain 1 (one) Membership file, protected by password. This file to contain the personal data supplied to the Club by Members (New and Existing).
1. Members will be asked to supply such data as requested by the Secretary (without obligation) to complete the file.
2. Such data will consist of home address, e-mail address, telephone contact nos., details of Jaguar / Daimler vehicles owned and any special interests or skills that may be of use to the Club and Club Members.
3. Conditions will be based on an ‘opt out’ basis and as such the Club will facilitate communication of data between Members unless previously requested by an individual Member.
4. A separate copy of the Membership File will be downloaded onto a flash drive, or other electronic data storage medium, and kept securely by the Chairman.
Type of Membership:
1. Individual Membership entitling a Member to one vote at all Annual and Special General Meetings.
2. Family Membership which will be open to couples entitling the couple to one vote only at all Annual and Special General Meetings.
3. Country Membership which will be open to Members whose primary residence is a distance of 150 kilometres or more by radius from the Cape Town City Hall, entitling such a Member to one vote at all Annual and Special General Meetings.
4. Overseas Membership which will be open to Members whose Primary Residential address is
  outside the Republic of South Africa, entitling such a Member to one vote at all Annual and Special General Meetings.
Individual, Family, Country, and Overseas Membership
1. Any applicant applying for any of these Memberships shall be required to complete such
  Membership Application Form and to follow such procedure as may be prescribed by the Committee from time to time.
2. The Committee in its sole discretion shall be entitled to refuse Membership to any applicant,
  for any reason which it may regard as in the interest of the Club and the Members but shall not be obliged to provide reasons for such refusal.
3. Rights, duties, obligations, and privileges of this category of Membership shall become effective only after an application for Membership has been approved by the Committee, and after any annual subscriptions has been paid by the applicant.
Honorary Life Membership
1. Honorary Life Membership is open to a Member who has rendered or may render exceptional and outstanding service to the Club.
2. Any Member may propose any other Member for Honorary Life Membership.
3. Nomination for Honorary Life Membership shall be sent to the Chairman of the Committee in writing and shall be proposed and seconded by Members.
4. Nomination for Honorary Life Membership shall be considered at the next Annual General Meeting and must be approved by a majority of Members present at the Annual General Meeting or by proxy.
5. Honorary Life Members shall not be obliged to pay the annual subscription.
Honorary Membership
1. Any Committee Member may nominate a Person for Honorary Membership.
2. Nomination for Honorary Membership shall be sent to the Chairman of the Committee in writing.
3. Nomination for Honorary Membership shall be considered at a Committee Meeting and must be approved by a majority of Committee Members present or by proxy.
4. Honorary Membership shall be valid for 1 (one) year but may be renewed for further periods not exceeding 1 (one) year at a time at the discretion of the Committee.
5. Honorary Members shall not be obliged to pay the annual subscription.
Proof of Membership and Rules
1. Each Member shall be issued with a Name Badge. A Member may request written proof of a Membership specifying the category of Membership and, where applicable, the expiry-date of the Membership.
2. All Members, including Honorary Life and Honorary Members shall be subject to all the provisions of this Constitution.

Sec. 7. Entrance fee and Annual Subscriptions

Entrance Fee
1. An Entrance Fee shall be payable by the Individual, Family, Country and Overseas Members upon admission to Membership of the Club.
2. The Entrance Fee shall be recommended by the Committee and approved each year by Members at the Annual General Meeting by a majority vote.
3. The Entrance Fee is not refundable upon termination of Membership.
Annual Subscription
1. The Annual Subscription is the amount paid annually by all Members, except Honorary Life and Honorary Members.
2. The Annual Subscription shall be determined by the Committee but limited to a maximum
  increase of not more than 15% per year. The Annual Subscription determined by the
  Committee shall be ratified at the next Annual General Meeting. Any Annual Subscription increase exceeding 15% per year shall be approved by Members at the Annual General Meeting.
3. New Members joining during a subscription year, which runs from January 1 to 31 December, will be charged a calculated pro-rata monthly subscription fee.
4. Annual Subscriptions shall be due on January 1st of each year.

Sec. 8. Termination of Membership

Members, whose subscriptions are 3 (three) months in arrears shall automatically cease to be a Member. On re-application for Membership the applicant shall pay a full year’s subscription if the application is made in the year in which the applicant ceased to be a Member. A new Entrance Fee and subscription fee shall be payable, if the Member applies for Membership in any subsequent year.
In the event of Membership of the Club ceasing or being terminated for any reason whatsoever it will be the obligation of the ex-Member to return to the club any trophies and/or any other club property in their possession.
Should a Member resign from the Club during a calendar year there will be no pro-rata refund of the subscription.
Should any Member in the opinion of the Committee commit any breach of the Constitution, and / or rules and regulations of the Club or be guilty of improper, dishonest, offensive, unseemly or objectionable conduct, or conduct likely to reflect on or discredit the Club or its Members as a group, or conduct which is prejudicial to the interests or reputation of the Club, in whatever form or manner and whenever the transgression takes place, the Committee may by a vote of not less than 75% of all Committee Members, take such disciplinary action against such Member in its sole discretion, including the suspension or termination of his Membership.
The powers of the Committee set out in 8.4 may be exercised by the Committee only after the Member affected by the disciplinary action has been given the opportunity on reasonable notice in writing, to make oral or written representations to the Committee.

Sec. 9. Annual General Meeting and Special General Meetings

Annual General Meeting
The Annual General Meeting shall be held at least once a calendar year, but not later than 6 (six) months after the end of the financial year.
1. The following business shall be transacted at the Annual General Meeting:
  1. The election of Members of the Committee,
  2. The election of accountants if required,
  3. Consideration of Committee reports on the management and financial affairs of the Club,
  4. Approval of the Annual Budget and Entrance Fee,
  5. Ratification of the Annual Subscription increase set by the Committee as specified in Sec. 7 point 2,
  6. Approval of the annual financial statements for the preceding year,
  7. Deliberation on all matters deemed to relate to the interest and well-being of the Club and the Members, The Notice of the Annual General Meeting shall be in writing and shall be e-mailed to all Members at least 14 (fourteen) days before the date fixed for the meeting. Any Member may submit items for inclusion on the agenda up to 7 (seven) days prior to the Meeting. The accidental omission to e-mail the notice to any Member, or non-receipt by any Member of his or her notice shall not invalidate a meeting otherwise properly called and constituted.
Only items included on the agenda may be discussed and actioned.
The following provisions shall govern the conduct of all Meetings, whether an Annual General Meeting or a Special General Meeting.
1. A Quorum shall be at least 20 (twenty) Members, including Proxy holders, in good standing and present in person for the whole duration of the Meeting or twenty-five per cent (25%) of voting Members, whichever is the lower.
2. Each Member shall have a vote as set out in Sec. 6.
3. Voting shall be by ballot or by show of hands if the meeting so decides.
4. Except as otherwise provided in this Constitution, all questions arising at the Annual General Meeting shall be decided by a majority vote of the voting Members present or by proxy, excluding abstentions and non-voters.
5. If Members leave before the end of the Meeting, the remaining Members still have the right to vote
6. If a Quorum is not maintained then the Chairman will defer the meeting for a period of 1 month. The Minutes taken while a Quorum is present shall be maintained but no further Minutes may be taken. For the benefit of those Members remaining the Chairman may allow a general discussion of the remaining Agenda items. No Minutes of these discussions may be taken but the Secretary shall maintain general notes for reference.
7. Should insufficient Members attend the meeting for a Quorum to be met, the previously advised start time shall be extended by 15 mins. If, after the extended start time has expired, a Quorum cannot be formed the Chairman will defer the meeting for a period of 1 month. For the benefit of those Members attending the Chairman may allow a general discussion of the agenda items. No Minutes may be taken, but the Secretary shall maintain general notes for reference.
8. A revised date / time for the meeting will then be advised to Members.
9. At the reconvened meeting, the Members then present shall be deemed to constitute a quorum
Special General Meeting
1. The Committee will be empowered to call a Special General Meeting at any time for the purpose of conducting any special business, the urgency of which is such that, in the opinion of the Committee, it cannot be delayed until the next Annual General Meeting. A minimum of seven days’ notice of a Special General Meeting shall be given to Members in writing or electronically.
2. If a Quorum is not present for the Meeting Section 9.4 e, f and g shall apply.
3. Members may call for a Special General Meeting supported in writing by signature/electronic signature of at least 20% of the Membership or 20 Members in good standing (whichever is the greater). The Motion to be discussed is to be motivated in detail to the Secretary. A minimum of fourteen days’ notice shall be given to Members in writing.
4. Should the Secretary or Chairman fail to call a Special General Meeting when requested in c. above within thirty days of such document being received by the Secretary or Chairman, any of the Members who were signatory to the document shall be empowered to call a Special General Meeting.
5. A quorum for a Special General Meeting called by Members shall consist of Members holding not less than 20% of the total votes of the Memberships or at least 20 Members whichever is the lower and this number must include at least 60% of the Members who applied for the Special General Meeting and this number shall not exceed 50% of those present at the Meeting.
6. Should insufficient Members attend the Meeting for a Quorum to be met, the previously advised starting time shall be extended by 15 minutes. If after the extended start time has expired a Quorum cannot be formed then the Meeting will be cancelled and no further Meeting on the Motion/s will be called.

Sec. 10. The Committee

The day-to-day administration, management, conduct and control of the Club’s affairs and all matters appertaining thereto shall vest in the Committee, which shall have full powers and authority to do and perform all acts empowered by this Constitution and which falls within the scope of the objectives of the Club, and which are not specifically reserved for the Annual General Meetings of Members. The Committee shall be assisted in the management of the Club by any sub-Committees which may be deemed necessary, and which may be constituted by the Committee at its sole discretion.
1. 1. The Committee to be elected at each Annual General Meeting shall consist of a minimum of 4 (four) office bearers which shall preferably, but not compulsorily, be comprised of the following:
    1. Chairman,
    2. Treasurer,
    3. Secretary,
    4. Membership Secretary,
    5. Club Publicist,
    6. Social Co-ordinator.

Membership of the Committee shall be limited to Members of the Club; although the Committee will have authority to co-opt other persons to assist them in fulfilling the objectives of the Club should they deem this to be necessary.

A quorum for a meeting of the Committee shall comprise of 3 (three) Members or 60% of Committee Members should the Committee be enlarged. Should insufficient Members attend the meeting for a Quorum to be met, the previously advised start time shall be extended by 15 mins. If, after the extended start time has expired a Quorum cannot be formed the Chairman may, at his discretion, defer the meeting to a later date or (for the benefit of those Members attending) allow a general discussion of the agenda items. No Minutes may be taken, but the Secretary shall maintain general notes for reference.
A revised Committee Meeting will then be advised to Committee Members.
All decisions at any meeting shall be by majority vote, the Chairman having a casting vote as well as a deliberative vote.
The Committee may from time-to-time delegate any of their powers to sub-Committees and
all acts done by such sub-Committees in the fulfilling of the purpose of their appointment, if adopted by the Committee, but not otherwise shall have like force and effect as if it were done by the Committee.
In the event of a Committee Member or sub-Committee Member failing to attend three consecutive meetings of the Committee, to which specified notice has been given, without requesting, and being granted, permission to be excused from attending the meeting by the Secretary or Chairman then this Member shall be deemed to have vacated his seat and this seat shall be filled as provided for in Clause h.
Any vacancy occurring in the Committee, or a sub-Committee may be filled by the Committee at the next meeting of the Committee. Such co-option shall be valid for the Committee’s term of office.
Except where written notices are prescribed in this Constitution all notices to Committee Members will be given orally at Committee meetings. No Committee Member shall be entitled to object to any resolution taken at a meeting or to question the validity of it by reason of the fact that they were not present at the meeting at which notice hereof was given or at the meeting at which the resolution was taken.
Committee Members shall act gratuitously and without compensation. However, the Committee may authorise reimbursement of reasonable out of pocket or extraordinary expenses incurred or to be incurred by a Committee Member.
The term of office for the Chairman shall be to serve for three years while the rest of the Committee Members shall be to serve for two years. Retiring Members of the Committee will be eligible for re-election. At least two Members or 50% shall remain in office at each election. The Chairman shall serve no more than two consecutive terms in office.
The Committee shall be elected annually at the Annual General Meeting. The nomination of Committee Members referred to in this article must be signed by a proposer and a seconder, who are Members of the Club, and must be counter-signed by the nominee accepting the nomination as Committee Member, if elected. The nomination form must be lodged with the Secretary 3 (three) full days before the date of the Annual General Meeting.
If insufficient nominations are received in time on the date of the Annual General Meeting the Chairman shall be entitled to call for nominations from Members present at the meeting to ensure that all the posts are filled.
Voting for Members will be on a ballot basis with written votes by proxy being acceptable. Proxies to be lodged with the Secretary three full days before the date of the Annual General Meeting.

Sec. 11. Financials

Finances and Subscriptions
1. The Club’s financial and subscription year shall run from January 1st to December 31st each year.
2. The Treasurer shall collect and be responsible for all monies due to the Club and shall place same to the credit of the Club in a Commercial Bank in Cape Town, without reasonable delay, where it may earn interest.
3. The Club’s bank accounts are linked to EFT (Electronic Fund Transfer).
4. Payments to be drawn on the Club’s bank accounts shall be completed by the Treasurer and authorised by the Chairman, or any other Committee Member or Members as approved by the Committee.
5. The Treasurer or any other Committee Member approved by the Committee shall carry such petty cash and bank debit cards as may be authorised by the Committee.
6. Financial records are to be kept and submitted monthly by the 10th of each month to all
  Committee Members for approval at following Committee Meeting.
Accountants
1. Should the total cash held in Club’s Current / Savings and Investment accounts be greater than R60,000.00 at the end of the financial year, an Accounting Officer as defined in Sec.60 of the Close Corporations Act shall be appointed to review the accounts. They will then present a copy of the final accounts to the Committee for approval and thereafter tabled at the Annual General Meeting for approval by Members.
2. Should the total cash holdings be less than R60,000.00 at the end of the financial year, the submission of a simpler financial spreadsheet compiled by the Treasurer, which has been reviewed and approved by the Committee, will be tabled for approval by Members at the Annual General Meeting.
3. If 10% (or greater) of Club Members request an audit at any time, it will be carried out.
Property and Assets

The ownership of all property and assets which the Club may acquire, both movable and immovable, shall be vested in the Club.

Sec. 12. Winding-up

If at any time the Club should be wound up, the Club’s assets shall be allocated as follows:
1. To liquidate any overdraft, bond or other debt or liability,
2. o return all outstanding interest free loans, if any,
3. Any assets remaining, including cash reserves, will be transferred solely to another Motor Club, Association or section 21 company having similar objectives to the Club.

Sec. 13. Indemnification

The liability of Members shall be limited to the amount of unpaid Annual Subscriptions and any other amounts which they may owe to the Club from time to time and every Committee Member and Member of the Club shall be indemnified by the Club against all costs, loss and expense which any Committee Member or Members of the Club may incur, or become liable for, in any way, in the execution of his office or trust, unless the same shall be incurred or occasioned by his own wilful act or default.
No Committee Member or Members shall be answerable for any act or default of any kind which may happen in the execution of his office or relating thereto, except when the same shall have happened by his own wilful act or default.

Sec. 14. General Matters

No alteration or addition to this Constitution shall be made except with the approval of 70% of the voting Members present either in person or by proxy at the Annual or Special General Meeting. Notice of any alteration or addition must be given to the Secretary at least 14 (fourteen) days prior to the meeting at which they will be discussed.
In the event of a dispute about the interpretation of any provision, the Committee’s unanimous interpretation of this Constitution shall always be final.
Any general notices issued in terms of the Constitution will be issued to Members via the Club’s magazine, electronic or other commercial communication means in lieu of individually circulated notices at the sole discretion of the Committee.
An addendum (A) is attached covering the new legal requirements to bring this Club into compliance with the public benefit organisation provisions.
An addendum (B) is attached covering the new legal requirements to bring this Club into compliance with the Protection of Personal Information Act.

ADDENDUM A

COMPLIANCE WITH PUBLIC BENEFIT ORGANISATION PROVISIONS

The Club shall in accordance with the provisions in Section 10.9D.1 of the Income Tax Act, be prohibited from distributing any of its funds to any person (otherwise than while undertaking any public benefit activity).

Be required to utilise its funds for the object for which it is established i.e., to provide social and recreational amenities and facilities for its Member Clubs (Section 10.9G).

Invest part or all of its funds with a financial institution as defined in the Financial Services Board Act 97/1990 or in securities listed on a stock exchange as defined in the Stock Exchange Act 1 of 1985.

Be required on dissolution to transfer its assets to a similar approved public benefit organisation having as its sole or principal object the carrying-out of any public benefit activity.

Be prohibited from carrying-on any business, undertaking or trade otherwise than is allowed in Section 10.9D.1 of the Income Tax Act of the provisions relating to public benefit organisations.

Be prohibited from accepting any donation which is revocable at the instance of the donor, or this is subject to some direct or indirect benefit to him or some connected person.

Be required to submit to the Commissioner for Inland Revenue and the Director of Non-profit Organisations a copy of this constitution and any amendments hereto.

Be required to comply with the provisions of Section 10.9D.2 of the Income Tax Act. Retain its accounts, records, and other documents for a period of four years after the date of the last entry or transaction.

ADDENDUM B

The purpose of the PROTECTION OF PERSONAL INFORMATION ACT is the following:

To give effect to the constitutional right to privacy by safeguarding personal information when processed by a responsible party.

To regulate the way personal information may be processed, by establishing conditions, in harmony with international standards that prescribe the minimum threshold requirements for the lawful processing of personal information.

To provide persons with rights and remedies to protect their personal information from processing that is not in accordance with the Act; and

To establish voluntary and compulsory measures, including the establishment of an Information Regulator, to ensure respect for and to promote, enforce and fulfil the rights protected by the Act.