MOSSEL BAY GUESTHOUSE GUILD. CONSTITUTION (Version 1)

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1 MOSSEL BAY GUESTHOUSE GUILD CONSTITUTION (Version 1) 1. NAME OF ORGANISATION The name of the Organisation is : MOSSEL BAY GUESTHOUSE GUILD (MOSSELBAAI GASTEHUIS GILDE) 2. INCORPORATION 2.1 The Guild is incorporated as a non-profit community organisation, and consists of guesthouses, backpackers, self-catering, B&B, and boutique hotels with a maximum of 16 rooms for each type of accommodation. 2.2 The Guild is incorporated in accordance with, and governed by the Mossel Bay Guesthouse Guild; and 2.3 the provisions of this Constitution. 3. DEFINITIONS AND INTERPRETATIONS 3.1 In these articles, the following words shall, unless the context otherwise indicates, have the meanings hereinafter assigned to them: Guild Management Committee members that the Guild members appointed in terms of the Constitution; chairperson means the chairperson of the Management Committee, General Meeting, Special General Meeting and Annual General Meeting; financial year means the financial year of the Guild which shall run from the first day of July in any year until the last day of June in a subsequent year or such other period as the Management Committee may determine; member means a member of the Guild; ordinary resolution means a resolution adopted with the support of 51% of the voting rights or more, that can be exercised on a resolution at a Management Meeting or a General Management Meeting, or voted on in writing by the members of the Guild acting other than at a meeting; 3.2 Unless the context otherwise indicates, any words importing the singular shall also include the plural and vice versa, words importing any one gender shall include the other genders

2 3.3 The headings to the respective articles are for reference purposes only and shall not be taken into account in the interpretation of these articles. 3.4 Any notice which is required to be in writing may be given by electronic communication or faxed to the addressee s address or fax number of which the person concerned notified the Guild or which he normally uses in his communication with the Guild. 3.5 Should the Guild not have auditors but have its annual financial statements independently reviewed as provided for in terms of the Constitution, any reference in this Constitution to the auditors shall mean a reference to the person responsible for carrying out the independent review from time to time. 4. OBJECTIVES AND POWERS OF THE GUILD 4.1 The main objective of the Guild is to provide quality, value for money accommodation and other related products and services in the widest sense of the word to local and international visitors, within the area of jurisdiction of the Municipality of Mossel Bay; 4.2 Upon dissolution of the Guild, its net assets shall, provided further that in the absence of a similar entity as referred to, the net assets shall be distributed to the Guild s members; 4.5 The Guild shall apply all of its assets and income, however derived, to advance its stated objectives, as set out in this Constitution; 4.6 Comply with the highest possible ethical codes, optimise the development of the member s capabilities, and maintain good relationships with all relevant stakeholders in the hospitality industry; 4.7 Apply effective marketing of Mossel Bay as a tourist destination for the benefit of the community of the Mossel Bay Municipal region; 4.8 Encourage referrals among our members 4.9 Supporting public and private sector efforts to promote the accommodation sector, local products and services Actively engaging the Mossel Bay Municipality and the local Tourism Office 4.11 To bargain collectively, on behalf of the individual members, with suppliers of goods and services 4.12 Providing a platform for feedback from members and other role-players 4.13 To protect the interest of all our members 4.14 To arbitrate in matters of dispute 5. RULES OF THE GUILD - 2 -

3 5.1 This Constitution may be altered or amended at an Annual General Meeting, provided that 66% or more present of its paid-up members vote in favour of the amendment; 5.2 The authority of the Management Committee to make rules for the Guild is restricted to the extent that it needs to be approved at a General or Annual General Meeting. 5.3 The Management Committee must notify all members in writing of any rules suggested and shall be accepted or rejected on the basis of 51% or more of votes present, including proxies; 5.4 The Management Committee must publish a notice of any alteration of this Constitution by notifying all members thereof in writing, at least 21 days prior of an Annual General Meeting. 6. MEMBERS OF THE GUILD 6.1 The Guild has members, belonging to one class of members, namely voting members. 6.2 Membership of the Guild shall be open to any person wishing to join the Guild and approved as a member by the Management Committee, provided such a person/business provides accommodation services to its visitors, or was a member of the Guild who either sold or closed down his guesthouse. 6.3 The Management Committee may be resolution in its sole discretion : refuse to admit any person as a member; suspend or terminate the membership of any member if such person in the assessment of the Management Committee failed to adhere to the provisions of this Constitution, causing the Guild losses or damages or acted contrary to the interests of the Guild, and the members of the Management Committee shall not be obliged to give reasons for a resolution in terms of this article. 6.4 The rights and obligations of a member shall be personal and shall not be transferable and every member shall to the best of the ability of such member further the objectives and interest of the Guild; and observe all rules made by the Guild or the members of the Management Committee; 6.5 Should a member wish to withdraw from the Guild he shall give written notice to the Management Committee at its registered address of his intention to do so, and he shall cease to be a member 30 (thirty) days after receipt by the Management Committee of such notice : Provided that the termination of a person's membership shall not absolve him from any liabilities due and owing to the Guild or any other unfulfilled obligations towards the Guild. 6.6 A formal register of all members should be kept and maintained. No person, approved by the Management Committee shall become a member, unless and until his name has been entered into the Register of Members

4 6.7 The Management Committee may provide for the issue of a membership certificate, which certificate shall be in such form as may be prescribed by the Management Committee members. The Guild shall maintain a membership register. 6.8 No member ceasing to be a member of the Guild for any reason shall, nor shall any such member s executor, curators, trustees or liquidators, have any claim upon or interest in the funds or property of the Guild; 7. RIGHTS OF MEMBERS 7.1 Members right to information The Management Committee follows a transparent management style and therefore members of the Guild have the right to access information pertaining to the Guild s activities and records held. 7.2 Representation by concurrent proxies A member of the Guild may appoint persons concurrently as proxies, and the proxy s powers to another person, or to abstain from exercising any voter right, is not limited or restricted by this Constitution. 8. MEMBERSHIP LEVIES 8.1 The Management Committee shall from time to time determine the levies/fees payable by members but must get approved by the Annual General Meeting before implementation; 8.2 No member shall be entitled to any of the privileges of membership of the Guild, unless and until he shall have paid every fee or other sum (if any) which shall be due and payable to the Guild in respect of his membership thereof. A member overdue for 30 days or longer is regarded as a member in arrears; 8.3 Should any person fail to pay any amount owing to the Guild and fail to remedy such breach within 90 days; the membership of such person may be summarily terminated; such member shall not be entitled to attend, speak at or vote on any matter at a general meeting of the Guild. 9. MOSSEL BAY TOURISM 9.1 The Guild may enter into agreements with Mossel Bay Tourism regarding accommodation in the area of jurisdiction of Mossel Bay Municipality

5 . 10. MANAGEMENT COMMITTEE 10.1 The management and control of the affairs of the Guild shall be vested in the Management Committee who, in addition to the powers and authorities especially conferred upon it by the articles may exercise all powers and authorities and perform all acts which may be exercised or done by the Guild The Management Committee consists of a maximum of 6 (six) members and gets elected at an Annual General Meeting; 10.3 Each member of the Management Committee shall have the power to recommend a person possessing the necessary qualifications of a committee member to act as a coopted member on the Committee, provided he has no voting rights on the Management Committee, provided the appointment of an co-opted member shall be approved by the Management Committee and on such appointment being made, the co-opted member shall, in all other respects, be subject to the terms, qualifications and conditions existing with reference to the other members of the Management Committee; 10.4 The Management Committee shall consist of : A Chairman; A Deputy/Vice Chairman; A Secretary; A Treasurer; A maximum of 3 additional members, who may be allocated specific functions; Should the number of Management Committee members for any reason fall below 6(six), it shall not affect the validity of the actions of the Management Committee, provided that there may at no time be less than 3 (three) committee members serving Should a vacancy occur, the Management Committee shall have the power at any time, and from time to time, to appoint a co-opted member to fill such vacancy. Such coopted member shall hold office until the next following annual general meeting of the Guild, and shall then be eligible for election for the ensuing year. 11. REMOVAL AND ROTATION OF MANAGEMENT COMMITTEE MEMBERS 11.1 Each member shall continue to hold office as such from the date of such member s appointment to office until the end of the annual general meeting subsequent to his appointment, at which meeting each member shall be deemed to have retired from office as such, but will be eligible for re-election to the Management Committee at such meeting A committee member shall be deemed to have vacated his office as such upon : his/her having become disqualified to act as a member of the Committee; - 5 -

6 his/her estate being sequestrated, whether provisional or finally; his/her resigning from such office in writing; his/her being absent without prior reasonable apology or official leave of the Management Committee from 2 (two) consecutive meetings; 11.3 The members at a Special General Meeting may by resolution remove any member of the Management Committee before the expiration of his period of office No person shall be eligible for election as a member of the Management Committee unless he shall have been nominated for election by a member All nominations for election to the Management Committee shall be made in writing, or show of hands, outlining his experience, interest and contribution briefly; 12. MANAGEMENT COMMITTEE EXPENSES AND REMUNERATION 12.1 The Management Committee members shall be entitled to be repaid all reasonable and bona fide expenses incurred by them in or about the performance of their duties; 12.2 The Management Committee members shall, unless the Guild in general meetings decides otherwise, not be entitled to remuneration in respect of the performance(eg honorarium) of their duties The Management Committee may appoint sub-committees from among the members and may fix the terms thereof, and delegate any of its powers to any such committees, and make rules for regulating the proceedings of the committees. The chairperson or his nominee from time to time shall ex-officio be a member of all committees Subject to the approval of the Management Committee, each such sub-committee shall have the right to co-opt such person(s) as it may think fit to be a member of such committee. PROCEEDINGS OF THE MANAGEMENT COMMITTEE 13.1 In addition to such other powers and duties as may be delegated to him or her by the Management Committee from time to time, the chairperson shall : preside and maintain order at all meetings of the Guild, provided that if, on the date and place appointed for a meeting, the chairperson is not present after the time appointed for the commencement of that meeting, the deputy chairperson shall so preside or if he or she is similarly absent, then the members of the Management Committee present shall elect one of their number to act as chairperson for that meeting; - 6 -

7 ensure that each meeting of the Management Committee is duly convened and constituted and that these provisions and any rules made by the Management Committee for the conduct of meetings, are adhered to and that the proper procedure is duly followed; convene a meeting of the Management Committee within 14 (fourteen) days of receipt of a request in writing by any 2 (two) members of the Management Committee; be entitled to determine that a meeting of the Management Committee shall be conducted by electronic communication; 13.2 The chairperson shall have the power to delegate any of his or her powers and duties to the deputy chairperson as he or she may deem desirable or necessary and may add to, vary or revoke any such delegation of powers or duties as he or she may deem fit The quorum necessary for the holding of any meeting of the Management Committee shall be 3 members present in person at such meeting. If no quorum is present after the time for commencement of such meeting, then it shall stand adjourned, or if that is not a business day then the next business day thereafter, and those members of the Management Committee present at the adjourned meeting shall constitute a quorum Each member of the Management Committee present shall have 1 (one) vote and any resolution of the Management Committee shall be carried on a simple majority of all votes cast. In the case of an equality of votes for and against a resolution, the chairman of the meeting shall have a second or casting vote The Management Committee shall keep minutes to be kept of every Management meeting, which minutes shall, without undue delay after the meeting has closed, be reduced to writing and verified by the chairperson of that meeting. The minutes shall then be distributed immediately to the members of the Management Committee; 13.6 A decision that could be voted on at a meeting of the Management Committee may instead be adopted by electronic communication (round robin); 13.7 The Management Committee may meet, adjourn and otherwise regulate its meetings as it shall think fit provided that it shall meet at least 5 (five) times during each financial year of the Guild; 14. POWERS OF THE MEMBERS OF THE MANAGEMENT COMMITTEE 14.1 As specifically provided in these articles, the Management Committee shall at all times have the right to engage on behalf of the Guild the services of accountants, auditors, attorneys, architects, engineers, town planners, managing agents or any other professional firm or person or other employees whatsoever for any reasons deemed necessary by the Management Committee; - 7 -

8 14.2 The Management Committee shall have the right to vary, cancel or modify its decisions and resolutions from time to time The Chairman must approve the relevant agenda for each meeting before it gets distributed. The same practice is applicable to Annual General Meetings and Special General Meetings. 15. INDEMNITY 15.1 All members of the Management Committee shall be indemnified by the Guild against any bona fide liabilities incurred by them in their respective capacities, whether defending any proceedings, civil, criminal or otherwise, in which relief is granted to any person/s by a Court; 15.2 Every member of the Management Committee, servant, agent and employee of the Guild shall be indemnified by the Guild for all costs, losses and expenses (including travelling expenses) which such person or persons may incur or become liable for by reason of any contract entered into, or any act or deed done, by such person or persons in the discharge of any of his/their respective duties The Guild may purchase insurance to cover any expenses and liability it may lawfully incur; 16. GENERAL MEETINGS OF THE GUILD 16.1 All meetings, other than the Annual General Meeting or Management Committee Meeting, shall be called General Meetings. The frequency of the General Meetings is determined by the Management Committee, and approved by the General Meeting, as it decides from time to time; 16.2 An Annual General Meeting shall be held within 2 months of the end of a financial year (one such meeting per financial year), at such time and place within the Municipal area of Mossel Bay as the Management Committee shall decide from time to time The Management Committee may, whenever they think fit, convene a Special General Meeting. A Special General Meeting shall be convened in cases whereby a resolution needs to be approved by the Annual General Meeting, but that circumstances demand an urgent decision and cannot wait until the Annual General Meeting. Attendance by the Guild s members at a Special General Meeting need to be 51% of the voting rights entitled to be exercised in relation to the resolution proposed; 16.4 The Guild may conduct a General Meeting by electronic communication or allow participation in a meeting by electronic communication only as and when so determined in advance by the Management Committee; 16.5 The board may invite members of the public and other interested persons to attend any General Meeting, provided that such persons shall not have any voting rights and they shall be entitled to speak at such meetings only as the chairperson may direct

9 16.6 The chairperson of the Management Committee shall also be the chairperson of any General Meeting; 17. NOTICES OF MEETINGS 17.1 The Annual General Meeting shall be called (with agenda) at least 21 business days prior to the meeting, and deal with the following matters : the consideration of the Management Committee report, presented by the chairperson; the consideration of the annual financial statements; the election of members of the Management Committee for the following term of office; adoption of the minutes of the previous Annual General Meeting and the minutes of all Special General Meetings held during the year; and the matters arising from the previous Annual General Meeting minutes: an agenda may be submitted later when finalised; any other business (eg motions, resolutions) of which due notice has been given The accidental omission to give notice of a General Meeting to a member shall not invalidate a resolution passed at such General Meeting A member who intends to bring a motion before an Annual General Meeting shall, not less than 21 (twenty one) days before the Annual General Meeting, serve upon the Guild at its registered office, a notice in writing (or ) the proposed resolution. Such notice shall be included in the notice of an Annual General Meeting; 18. PROXIES 18.1 A member may be represented at an Annual General or Special General meeting by a proxy, who must be a member of the Guild The proxy shall be lodged at a particular place (venue), and is to be received by the Management Committee before the commencement of the Annual or Special General Meeting A proxy shall be valid for an indefinite period unless it is stated on the proxy that it is only to be valid for a shorter period The instrument appointing a proxy shall be on a standard template form. The proxy must be specific, for example names of the person authorising the proxy and the person representing him or her, the particular resolution (or all resolutions on the agenda) in question

10 19. QUORUM 19.1 No business shall be transacted at an Annual General Meeting, Special General Meeting unless a quorum is present both when the meeting proceeds to business and when any resolution is to be passed. A total of 51% of all of the voter rights(or more) that are entitled to be exercised in respect of at least one matter to be decided at the meeting, are to be present. The 51% include proxies; 19.2 If after the time appointed for the adjourned Annual General Meeting or Special General Meeting the chairperson, or in his/her absence, the deputy-chairperson, may decide that if a quorum is not present at such adjourned meeting, the members present in person or by valid proxy, shall constitute a quorum. 20. ADJOURNMENT BY THE CHAIRPERSON WITH CONSENT OF GENERAL MEETING 20.1 The chairperson may adjourn a general meeting from time to time and from place to place if the general meeting approves of each adjournment by majority vote. In the event of such an adjournment: no notice need to be given of the adjourned meeting after an announcement at the meeting of the date, time and venue of the adjourned meeting (unless the meeting is to be adjourned for thirty days or more in which event notice is to be given in the same manner as for the original meeting); only business left uncompleted at the original meeting may be transacted at the adjourned meeting. 21. VOTING RIGHTS OF MEMBERS 21.1 Each member shall have 1 (one) vote, which vote shall be exercised by the member concerned or his representative proxy, and members shall be entitled to vote only on the matters before the general meeting concerned In the absence of the chairperson his powers and duties shall devolve upon the deputy chairperson. In the event of both the chairperson and the deputy chairperson being absent from an Annual General Meeting or Special General Meeting, the members present shall elect a presiding officer from among the Management Committee members present Voting at Annual General Meetings or Special General Meetings shall take place by way of show of hands unless on or before the declaration of the result of the show of hands, a poll is demanded. The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other than the question upon which the poll has been demanded All resolutions shall be regarded as ordinary resolutions If a poll is duly demanded it shall be taken in such manner as the chairperson of the meeting may direct either at once or after an interval or adjournment

11 22. ACCOUNTING RECORDS 22.1 The Management Committee shall cause such accounting records to be kept. Proper accounting records shall not be deemed to be kept if the accounting records can not fairly state or present the state of affairs and explanations of transactions of the Guild, including : records showing the assets and liabilities of the Guild (if applicable); a register of fixed assets (if applicable) showing the respective dates of acquisition and cost thereof, depreciation, disposal( if any); records containing entries from day to day in sufficient detail of all cash received and paid out and of the matters in respect of which receipts and payments take place The accounting records shall be kept or be available at the registered office of the Guild or such other place or places as the Management Committee think fit, and shall always be open to inspection by the Management Committee. 23. AMENDMENT OF ARTICLES 23.1 Any amendments to this Constitution shall require the supporting vote of 66% of the voting rights of members present or represented (eg by proxy) that can be exercised at such meeting of members. These votes shall be exercised during either an Annual General Meeting or Special General Meeting only. 24. DICIPLINE AND TAX 24.1 No single person may directly or indirectly control the decision-making powers relating to the Guild The Guild may not directly or indirectly distribute any of its funds or assets to any person other than in the course of furthering the Guild s objectives The Guild must utilize substantially the whole of its funds for the sole or principle objective for which it has been established, unless the Management Committee approved such activity Substantially the whole of the activities of the Guild must be directed to the furtherance of its sole or principle object and not for the specific benefit of an individual member or minority group The Company must not pay to any employee, office bearer, member or other person any remuneration, unless approved by the members of the Annual General Meeting

12 24.6 In the event of any member contravening an article(s) of this Constitution, may be reported to a General Meeting and resolved during the meeting. Any Management Committee member contravening an article(s) of this Constitution, may be reported to a Management Committee meeting and/or to an Annual General Meeting or Special General Meeting, and resolved there Due to the Guild being a non-profit organisation, it is exempt from submitting annual (tax) returns to SARS. 25. DISSOLUTION 25.1 The Guild may be wound up if, at an Annual General Meeting or Special General Meeting, not less that 66% of the members present, vote in favour of its dissolution Should the required vote for dissolution be obtained, the meeting shall appoint a liquidator, who shall commence liquidating the Guild s assets and liabilities according to common accounting practice, and any laws relating to liquidation, if applicable. CHAIRMAN (Louis Cook). VICE - CHAIRMAN (Attie Roos) Mossel Bay Guesthouse Guild 8 Aug