Wynberg St Johns AFC CONSTITUTION OF WYNBERG ST JOHNS ASSOCIATED FOOTBALL CLUB PREAMBLE RECOGNIZING the proud sporting history of the club, and FURTHER RECOGNIZING that the club is developing into a world class football club capable of meeting the sporting aspirations of Cape Town and South Africa s youth, and FURTHER RECOGNIZING that this constitution is not static but represents the dynamic footballing environment in which the club exists; FURTHER RECOGNIZING that there is a desire for the club to be lead and managed on a professional and transparent basis. THE MEMBERS of the club now commit themselves to the following constitution. Definitions Club shall mean Wynberg St Johns Associated Football Club Board shall mean the Facilities Management Committee or FMC of the Wynberg Sports Club Executive Committee shall mean the committee of members who has been elected at the Annual General Meeting of the Club Member and Eligible Member and Member in good standing shall mean any person who has paid their annual subscription fee of the club and board or has been exempted therefrom or who has received a concession from the executive committee of the club and/or the board in respect of the fees and whose rights as a member of the club and the board has not otherwise been revoked or suspended. Senior member shall mean any member of the club who is 18 years old or older; Correspondence shall mean any form of correspondence to and from the club, including but not limited to written correspondence, emails, sms, oral communication or any other form of communication which has the effect of informing a member of a particular matter related to the club. His and her, she and he are used interchangeably in this constitution, the one denoting the other. Wynberg St Johns AFC c/o Wynberg Sports Club 187 Rosmead Avenue Wynberg 7800
1. NAME The name of the club shall be WYNBERG ST JOHNS ASSOCIATED FOOTBALL CLUB. 2. HEADQUARTERS The official residence of the club shall be: The Wynberg Sports Club Cnr Rosmead Avenue and Wetton Road Wynberg 7800 Cape Town Western Cape South Africa. 3. AFFILIATIONS The Club is a non-partisan sporting organization and shall be affiliated only to the South African Football Association (SAFA), the South African Football Association Western Province (SAFA-CT), the Cape Town Tygerberg Football Association (CTTFA), the Wynberg Sports Club and to any other association or entity which may serve the interest and the attainment of the objectives of the club, except political parties, in South Africa or elsewhere, whether registered as such or not. 4. CLUB COLOURS 4.1 The official colours of the club shall be maroon, black and white, which colours shall be the only colours permissible for any official club activity or other engagements. 4.2 The club colours shall be represented in varying designs approved by the executive committee from time to time, which designs shall be the only designs permissible for official club matches and other engagements which necessitates the use of the club colours. Page 2
5. CLUB MISSION To play high quality football, be the club of choice for aspiring footballers and a breeding ground for professional football. 6. OBJECTIVES The Club will seek to achieve its mission by: 6.1 Promoting the community participation in football and sport in general, particularly at the club. 6.2 Acting as a centre for the development of footballing talent in South Africa, particularly, the Western Cape. 6.3 Using football to foster strong life-long personal values and principles in club members, particular its youth members. 6.4 Developing its members to invest in the promotion and development of the football in South Africa. 6.5 Raising and investing capital, by all reasonable and lawful means, for the purposes of the administration and development of the club and its objectives. 6.6 Acquiring and using assets of the club in the pursuance of the objectives of the club. 6.7 Maximizing the human resources, skills, talents and other abilities of its members to meet the objectives of the club. 6.8 Performing any other activity aimed at the promotion and development of the club and the attainment of the objective of the club. 7. CLUB VALUES The club espouses sound personal values and principles, particularly, but not limited to, fairness, non-discrimination, respect, integrity, honesty, humility, continued education and physical health. Page 3
8. MEMBERSHIP 8.1 Membership of the club shall be open to natural persons of any age. 8.2 Membership of the club is open to all persons who commit to the mission, objectives and values of the club. 8.3 Despite subsection 6.1 and 8.1 above, the Executive Committee of the Club may refuse any person membership if it is of the view that the granting of membership would not be in the interest of the club. 8.4 Membership shall terminate upon resignation, expulsion or death of a member or during any period of suspension of the member or shall terminate automatically upon a member failing to pay the annual club membership fee and board membership fee on a date determined by the executive committee of the club. 8.5 A member shall not be able to exercise all his or her rights as a member if such rights conflict with the rules and regulations of the football associations to which the club is affiliated or of the board. 8.6 In the event of a restriction on membership as in 8.5 above, the member whose rights are so restricted, shall not hold the club liable for any loss or damages which may result from such restriction. 8.7 A parent, who registers his or her minor child as a member of the club, does not acquire membership to the club by virtue of such registration. 8.8 A parent or any other non-member who is engaged in any activity of the club, in any capacity whatsoever, acquires a right to represent the club during such activity by virtue only of a mandate granted to such parent or non-member on an adhoc basis, and does not acquire any rights as a member of the club by virtue of such mandate. 8.9 Membership of the club for a particular year commences upon payment of the annual prescribed club membership fee and continues until terminated in terms of this constitution. 8.10 Notwithstanding anything contained herein, a member who has not paid his or her club and board membership fees and who has not been exempted therefrom, shall not be a member in good standing and shall enjoy no rights under this constitution. 8.11 Unless a member, including a life member, is elected to or co-opted onto the executive committee in terms of this constitution, he or she shall have no powers of executive committee members and shall further not be entitled to attend executive committee meetings unless invited to do so by the chairperson of the executive committee. 8.12 Membership is classified as follows: Page 4
8.12.1 Life members 8.12.1.1 Life members are those members, who have been a member of the club for at least 10 consecutive years and who have been recognized by the Executive Committee as having made a significant contribution to the development of the club. 8.12.1.2 Nominations and motivation for life members must be nominated in writing to the executive committee at least one month before the annual general meeting of the club. 8.12.1.3 Life membership shall only be granted to a member after being proposed by the executive committee at an annual general meeting and accepted by a majority of members at such annual general meeting. 8.12.1.4 Life members are exempt from the annual membership fee payable by ordinary members of the club, but must still pay board fees, unless exempted therefrom as well. 8.12.2 Ordinary members Ordinary members are all those members, except life members, whose membership has been accepted by the executive committee of the club and renewed annually by the executive committee of the club upon payment of an annual membership fee and have not been expelled or suspended by the club and/or whose membership has not been revoked or suspended by the executive committee. 9. MEMBERSHIP FEE 9.1 An annual membership fee, determined by an Annual General Meeting of the club from time to time, shall be payable by all members of the club, except life members and those members who have been exempted therefrom by the executive committee or granted a reduction in the fee by the executive committee. 9.2 The executive committee, may, upon motivation by a member, taking into account the merits of each individual motivation, reduce the annual subscription fee of a member to an amount which it deems appropriate or exempt a member from such fee. 9.3 All such members exempted by the executive committee and coaches and managers appointed by the executive committee shall be exempted from paying annual membership fees. Page 5
10. MANAGEMENT OF THE CLUB AND ELECTIONS 10.1 EXECUTIVE COMMITTEE 10.1.1 The executive management and control of the club is vested in an executive committee consisting of the following portfolios elected at an annual general meeting of the club, plus additional co-opted members appointed by the elected executive committee. 10.1.2 The following portfolios shall comprise the executive committee: I. Chairperson II. Deputy-Chairperson III. Secretary IV. Assistant Secretary V. Treasurer VI. Assistant Treasurer VII. Club Captain VIII. Referee s Convener IX. Junior Section Representative X. MNR Secretary XI. Trustee XII. Three club members elected by the executive at its first meeting. 10.1.3 The executive committee, excluding the co-opted members, shall hold office for a period of 2 years from date of their election into office, unless they resign or are expelled from office before the expiry of two years. 10.2 ELECTION OF EXECUTIVE COMMITTEE AND OTHER SUB-COMMITTEES 10.2.1 The executive committee, except the junior section representative and the co-opted members or an executive member appointed by the executive committee following the resignation of an executive member prior to an annual general meeting, shall be elected at an annual general meeting of the club. 10.2.2 The executive committee shall appoint three co-opted members at its first executive meeting following its election or within a reasonable time thereafter. 10.2.3 The junior section representative shall be elected at the first general meeting following the annual general meeting or within reasonable time thereafter. 10.2.4 Nominations of executive committee members shall, save as in 10.2.8, only be made by entering the name of such nominee on a nomination form displayed on a club notice board at least 2 weeks before the date of the annual general meeting. Such entry of the nominee must be accompanied by the signature of the nominee indicating an acceptance of the nomination as well as an additional name of the person so seconding the nominee. 10.2.5 Only members, as determined in this constitution shall be eligible for nomination. Page 6
10.2.6 Any person who has been nominated and is not a member as aforesaid shall automatically be disqualified from such nomination. 10.2.7 If no nominations for a particular portfolio are received in terms of 10.2.5 above, nominations and appointments to the portfolio shall be dealt with at the annual general meeting. 10.2.8 All members elected to hold office at the club, shall only be eligible for election if they are present at the annual general meeting or other meeting at which they are up for nomination or have granted a proxy to another member present at the meeting and which proxy also has written confirmation of their acceptance of the nomination. 10.2.9 An honorary president, honorary vice president, patrons may be elected at an annual general meeting. 10.2.10 The honorary president, honorary vice president, patrons shall not have voting status at any meeting of the club, but may participate in meetings and other activities of the club. 10.2.11 The chairperson and/or deputy chairperson shall represent the club at various internal and external forums, including but not limited to SAFA, SAFA-CT, the CTTFA and the Wynberg Sports Club, failing which the executive may appoint one or more representatives from the executive committee or general body of members to represent the club as aforesaid. 10.2.12 The executive committee shall also appoint one or more representatives from the general body of members or from the executive committee to represent each senior football team of the club. 10.2.13 The executive committee shall further appoint sub-committees as it deems necessary for the effective administration and functioning of the club and the attainment of the clubs objectives. 11 AUDITORS The auditors of the club shall be elected at the annual general meeting. Page 7
12 POWERS OF THE EXECUTIVE COMMITTEE The executive committee shall enjoy a broad prerogative to protect the club, its name and its members and pursue the objectives of the club in a manner which it deems fit. To this end it may exercise the following powers, which powers listed hereunder are by no means exhaustive: 12.1 Bind the club contractually to third parties and sign powers of attorney in this regard 12.2 Receive and administer monies and other assets of the club 12.3 Issue cheques and the cash of the club, provided that cheques are co-signed by the secretary and an additional executive member appointed from time to time by the executive committee. 12.4 Initiate and manage fund-raising events for the club or for the benefit of any other charitable or noble cause 12.5 Attend and participate meaningfully and vote at sub-committee meetings. 12.6 Institute legal action against any third party and members or the club and sign powers of attorney in this regard 12.7 Delegate specific powers, save its powers in respect of issuing cheques in the name of the club, to other committees or members of the club. 12.8 Consider, approve, reject, suspend or revoke ordinary and life memberships as well as executive committee membership and membership of any sub-committee 12.9 Appoint and revoke sub-committees and have full participating and decision-making powers on such committees and bestow various mandate and powers on such committees 12.10 Appoint and revoke captainships, vice captainships and team managers and coaches and have full participating and decision-making powers over tasks and powers of such captains, vice captains and team managers. 12.11 Exercise the further powers assigned to it in this constitution and in the disciplinary code and procedures hereto. 13 ACCOUNTABILITY OF THE EXECUTIVE COMMITTEE 13.1 The executive committee has a fiduciary duty towards the club and its members and the broader community which the club services and accordingly shall be accountable for the exercise of such powers and the consequences thereof to all its members and the community. Page 8
13.2 The executive committee shall report to its members as often as is necessary or at least at its general meetings, on various aspects of the exercise of its powers. 14 RIGHTS AND PRIVILEGES OF MEMBERS Members shall enjoy the following rights: 14.1 Attend, speak and vote at the annual general and general meetings, special general meetings and sub-committee meetings. 14.2 Subject to being invited by the executive committee to do so, a member shall also have the right to attend and speak at executive committee meetings, but shall not be eligible to vote at such executive committee meeting. 14.3 Nominate and be nominated and be elected to the executive committee and any other committee or office of the club. 14.4 Wear the club colours and designs in an official and unofficial capacity. 15 DUTIES By virtue of his or her membership of the club, the member shall be obliged to: 15.1 Commit to, pursue and promote the mission, objectives and values of the club; 15.2 Attend all annual general meetings, special general meetings and general meetings and general meetings or any other meeting to which he or she is invited and participate meaningfully in such meetings. 15.3 Participate to the best of his or her ability in all footballing activities, including football matches and other sporting, social, or charitable activities in which the club participates. 15.4 Endeavour to promote the mission and objectives of the club and in no way whatsoever bring the club into disrepute, whether during official club activities or otherwise. 16 POWERS OF THE EXECUTIVE COMMITTEE MEMBERS Subject to the powers and accountability of the Executive Committee, executive committee members shall, inter alia, have the following powers and duties: 16.1 The Chairperson 16.1.1 Provide leadership to the club. 16.1.2 The management and co-ordination of all club activities. 16.1.3 Presiding over all meetings of the club and its committees. Page 9
16.1.4 Has full attendance and voting at all executive and other committee meetings of the club. 16.1.5 Shall have a casting vote on all executive and other committee meetings of the club. 16.1.6 Represent the club in any official engagements. 16.1.7 May delegate any of his powers and duties, save for the signing of cheques, to another member of the club, preferably executive committee members. 16.1.8 Subject to the spirit of this constitution, may perform any other function and exercise any power which is necessary for the effective management and leadership of the club 16.2 The Deputy Chairperson 16.2.1 Assisting the chairperson in all his or her duties. 16.2.2 Act as the chairperson and adopt his or her powers and duties if the chairperson is unable to fulfil his or her duties for any reason. 16.2.3 Manage the junior section and preside over all junior section meetings. 16.2.4 Perform all such other functions as is delegated to him or her by the chairperson. 16.2.5 Perform any other function necessary for the effective functioning of the club or the attainment of the objective of the club. 16.3 The Secretary 16.3.1 Shall co-ordinate all forms correspondence to and from the club and between its members if necessary. 16.3.2 Shall prudently keep minutes of executive committee, general and special general meetings and avail these for inspection upon request but at least for each executive committee, general or special general meeting. 16.3.3 Shall receive and co-ordinate the minutes of all sub-committee meetings of the club and avail these for inspection. 16.3.4 Shall maintain an updated register for members. 16.3.5 Shall manage the registration of new members and the termination of memberships. 16.3.6 Shall issue notices of the club. 16.3.7 Shall manage the powers and duties if the assistant secretary and ultimately be responsible therefor. 16.3.8 Perform any other unction necessary for the effective functioning of the club or attainment of the objectives of the club. 16.4 The Treasurer 16.4.1 Shall receive all monies, from all sources within the club, its committee s, from club members and any other external sources. 16.4.2 Shall prepare monies and other documents for all expenses of the club. Page 10
16.4.3 Shall maintain a clear and balanced record of all financial transactions of the club and shall avail these records for inspection within one week of the date of request by any member of the club. 16.4.4 Notwithstanding 16.4.1, the secretary shall avail the financial records and report thereon to all executive committee meetings and general meetings. 16.4.5 For the purpose of preparing the financial records of the club, the treasurer shall ensure that all invoices and other financial documents of the club are promptly received from transacting members. 16.4.6 Shall liaise with the auditors of the club for the purposes of preparing and presenting an annual financial statement to the annual general meeting. 16.4.7 Perform any other function necessary for the effective functioning of the club or the attainment of the objectives of club. 16.5 The Club Captain 16.5.1 Shall act as co-coordinator of all club activities. 16.5.2 Shall supervise all team managers. 16.5.3 Shall keep a register of club property entrusted to various team managers and exercise control of such property. 16.5.4 Shall attend to member grievances and communicate with the executive committee and/or other relevant committees of the club to address these grievances. 16.5.5 Shall assist the disciplinary committee in disciplinary matters. 16.6 Junior Section representative 16.6.1 Shall manage the affairs of the junior section of the club. 16.6.2 Shall be the chairperson of the junior section of the committee. 16.6.3 Shall report to the executive committee on all affairs of the club. 16.6.4 Shall liaise between the junior committee and the executive committees and any other committee if necessary. 16.6.5 Perform any other function necessary for the effective functioning of the club or the attainment of the objectives of the club. 16.7 Assistant Secretary 16.7.1 shall assist the secretary in all his or her functions, 16.7.2 shall co-ordinate and record all match results, official and unofficial, and keep a register thereof for presentation tot eh executive committee and various other committees and members if the club 16.7.3 perform any other function necessary for the effective functioning of the club or the attainment of the objectives of the club Page 11
16.8 Assistant Treasurer 16.8.1 assist the treasurer in all his or her duties 16.8.2 shall collect subscriptions and monies from members and prepare a register of such collections for presentation to the treasurer 16.8.3 shall manage the registration of senior and junior members with the 16.8.4 perform any other function necessary for the effective functioning of the club or the attainment of the objectives of the club 16.9 The Referee s Convener 16.9.1 Shall make recommendations to the executive committee for the appointment of club referees. 16.9.2 Shall manage the club referees and preside over all club referee committee meetings. 16.9.3 Shall be the club s representative on all CTTFA referee meetings. 16.9.4 Shall ensure that the assignments of club referees for all home club matches. 16.9.5 Shall report to the executive committee meetings on all affairs of the club referee s meetings. 16.9.6 Shall account to the executive committee on the training of existing and new club referees and the quality of referring at the club. 16.10 Trustee 16.10.1 Shall be responsible for the registration, maintenance, replenishing and reporting on the assets of the club, 16.10.2 Shall liaise with the chairperson of the club in respect of his duties herein. Page 12
17 MEETINGS 17.1 The Annual General Meeting 17.1.1 The Chairperson shall convene an annual general meeting (AGM) by no later than the last day of February each year and shall preside over such meeting, save during the period of the meeting during which the election of office bearers takes place. 17.1.2 The secretary of the club shall provide 14 calendar days written notice of the AGM to all members in any reasonable form which communicates the date and other details of the AGM. 17.1.3 The agenda of the annual general meeting shall be as follows: i. The confirmation of the minutes of the previous AGM after requests for correction thereof ii. Hear, discuss and adopt the Chairperson s report iii. iv. Hear, discuss and adopt the audited Financial Statements of the Club Elect all or some of the executive committee members as determined in this constitution v. Elect an honorary president, honorary deputy president and patrons if necessary vi. Deal with any other item which had been placed on the agenda by 7 calendar days notice to the Secretary and which had been approved by the Chairperson for inclusion on the agenda. 17.1.4 All reports which will be presented at the AGM shall be made available for inspection by members in good standing at the offices of the executive committee of the club at least 3 days before the date of the AGM. 17.1.5 Failure to present these reports as in 17.1.5 above shall however not delay or invalidate the AGM if members are given an opportunity to peruse the reports at the annual general meeting. 17.1.6 At the commencement of the election of the executive committee at the AGM, the executive committee s tenure in office shall terminate and all the powers and duties conferred herein shall cease. 17.1.7 The election of executive committee at the AGM shall be convened and presided over by an electoral officer appointed from the general body of members present at the meeting. 17.1.8 In the event that any election of an executive committee position is not made at the AGM, such appointment shall be proposed by the incoming executive committee and approved at a general meeting. 17.1.9 In the event that any election of an executive committee position is not made at the AGM, the previous member appointed to that position shall continue to serve in that position in an acting capacity until the election and appointment is made, unless the Page 13
outgoing executive committee declines such continued position, in which event the position will remain vacant. 17.2 General meetings 17.2.1 The Chairperson or his assigns shall convene a monthly general meeting on the first Tuesday of each month during the football season or such any other date as determined by the executive committee by general notice at prominent areas of the club headquarters. 17.2.2 The meaning shall serve as a plenary session at which all members of the club may attend and engage each other at the executive committee and other sub-committees on the various affairs of the club. 17.2.3 This meeting shall not be a decision-making forum and shall, subject to the spirit of this constitution and the principal of transparency, not detract from the powers of the chairperson and the executive committee to make decisions on behalf of the club. 17.2.4 The meeting shall commence no later than 15 minutes after the scheduled time of the meeting and last no longer than 2 hours from time of commencement thereof, unless the members present at the quorated meeting agree to the extension of the time of 2 hours for the purposes of completing the agenda. 17.2.5 Any matters arising in the meeting and not finalised upon the close of the meeting shall be carried over for discussion and/or decision at the next general meeting, unless the members present at the meeting, by an ordinary majority of 50% + 1 mandate the executive to discuss and decide such matter at its executive committee meeting. 17.2.6 All members, whether in good standing or not, who has not attended a general meeting without good cause or permission from the executive committee of the club on three successive occasions shall be deemed to have committed a disciplinary offence and may be subject to disciplinary proceedings in terms of the club s disciplinary code and procedures. 17.3 Special General Meetings 17.3.1 The executive committee shall convene a special general meeting on its own initiative or on the initiative on at least 20 eligible members. 17.3.2 Any proposal for a special meeting shall set out concisely, in writing, to the club secretary, the reason for the proposed special general meeting. 17.3.3 The chairperson shall convene the special general meeting within 14 calendar days of the request in writing or shall shorter period as may have been motivated by the members initiating the special general meeting. Page 14
17.3.4 Notice of the special general meeting shall be posted at the club headquarters at 3 prominent areas of the club headquarters. 17.3.5 The executive committee shall not be empowered to refuse to convene a special general meeting initiated in accordance with this clause. 17.3.6 No other matter may be tabled or entertained at the special general meeting other than those for which the meeting had been convened. 17.4 Sub-Committee Meetings 17.4.1 Sub-committee meetings shall be convened and presided over by the chairperson of such sub-committee or the chairperson of the club of his assigns 17.4.2 Notice of sub-committee meetings may be given informally to sub-committee members 18 QUORUMS 18.1 The quorum of any AGM shall be achieved by attendance of 30% of eligible members. 18.2 The quorum for an executive committee meeting shall be 50% plus 1 additional executive committee members. 18.3 The quorums for special general meetings shall be 50% plus 1 additional eligible member. 18.4 There shall be no quorum for general meetings, but the chairperson or member presiding over such general meeting, may postpone the meeting should he be of the view that the various sections are not adequately represented at the meeting. 18.5 Any meeting at which no quorum is established must be postponed once only to another date within 7 days of the postponed meeting and a new notice of the rescheduled date, in accordance with this constitution, shall be given to members in good standing at least 3 calendar days before the meeting. 18.6 If there is no quorum at a rescheduled meeting, the meeting may continue at the discretion of the chairperson. 19 VOTING 19.1 Only eligible senior members may vote at meetings of the club. 19.2 No voting by proxy, in whatsoever form, is permissible at an AGM or special general meetings, unless approved by the executive committee upon written request by the grantor of such proxy. Page 15
19.3 Voting shall be done by a show of hands unless 25% of eligible members of a meeting at which voting occurs requests a vote by ballot, in which event the chairperson shall appoint two officers to count these ballots. 19.4 Save as determined otherwise herein, any decision upon which a vote is required, shall be carried by a vote of 50% plus 1 of the eligible members voting at a particular meeting. 20 DISCIPLINARY CODE AND PROCEDURES A disciplinary code and procedure shall be adopted by the club at a special general meeting of members and shall form part of this constitution. 21 FINANCIAL YEAR END The financial year end of the club shall be the 30 th November of each year. 22 AMENDMENTS TO THE CONSTITUTION 22.1 Any amendments to the constitution shall be tabled by written notice, including a written motivation for such amendment, to the secretary, at least 21 calendar days before the AGM or special general meeting. 22.2 The motivation may also include a request to convene a special general meeting for the purpose of adopting the proposed amendment. 22.3 The chairperson of the club shall decide whether or not a special general meeting shall be held for the purposes of hearing and adopting the proposed amendment, but must allow the proposed amendment to be brought at the annual general meeting. 22.4 This constitution and the disciplinary code and procedure referenced herein shall comprise the full constitution and no amendment hereto shall be lawful unless adopted at an AGM or special general meeting. 22.5 Only the proposed amendment made by notice and motivated as aforesaid and amendments emanating from such proposed amendment shall be entertained at the AGM or special general meeting. 22.6 The chairperson shall further have the discretion to dispense with or relax the time periods herein if an amendment is sort on an urgent basis or if the amendment to the constitution is not effected timeously will result in prejudice to the club. 22.7 Amendments to the constitution shall be carried by a vote of 60% plus 1% of the eligible members voting at such AGM or special general meeting. Page 16
23 DISSOLUTION 23.1 The club may only be dissolved at an AGM or special general meeting or an order of court in circumstances of liquidation. 23.2 Clauses 22.2, 22.3, 22.5 and 22.6 shall apply mutatis mutandis to this section. 23.3 A motion to dissolve the club shall be tabled and motivated in writing at least 30 days prior the AGM or special meeting at which the motion will be decided upon. 23.4 The club shall only be dissolved if 75% of eligible members voting at such AGM or special general meeting have voted in favour thereof. end of constitution Page 17