1. Name

The Club shall be called the Leisure Isle Country Club.

2. Objects and Powers

The objects of the Club shall be:

2.1 To provide, for the benefit of its members, facilities for social entertainment, recreation, sports and pastimes.

2.2 To acquire by purchase, lease or otherwise, movable and immovable property and to sell, mortgage, let or otherwise deal with the same.

2.3 To invest the funds of the Club in accordance with clause 6.6.

2.4 To borrow monies for the benefit of the Club upon such terms and conditions as may be approved by a Special or Annual General Meeting.

2.5 To enter into contracts for the purpose of the Club.

2.6 To acquire and to sell to members refreshments, liquor, food, sporting and recreational requisites generally; or to permit such sale to be conducted by other parties for their own benefit and to take out such licences as may be required by law for such purposes.

2.7 To let or to sanction the use of the Club premises by any person or body, other than for illegal purposes or for political gatherings of any kind.

2.8 To adopt colours, badges and other insignia of membership of the Club.

2.9 The club shall not:

2.9.1 Carry on any profit-making activities

2.9.2 Participate in any business, profession or occupation carried on by any of its members

2.9.3 Provide any financial assistance, premises, continuous service or facilities to any of its members for the purpose of them carrying out any business, profession or occupation.

2.9.4 Knowingly be party to or knowingly permit itself to be used as part of any transaction, operation or scheme of which the sole or main purpose is the reduction, postponement or avoidance of liability for any tax, duty or levy.

Save where otherwise provided, the powers set out in this clause shall be exercised by the General Committee.

3. Legal Entity

The Club shall be a legal entity, shall have perpetual succession, shall own all its

assets in its own name as distinct from its members and may sue or be sued in any

competent Court of Law in the name of the Club.

4. Management

4.1 The affairs of the Club shall be conducted and managed by the General Committee. The General Committee shall consist of:

4.1.1 The President/Chairman and one committee member from each of the Bowls, Tennis and any other sections as established in terms of clause 12.

4.1.2 Two other members who shall be elected at the Annual General Meeting.

4.1.3 A Treasurer, to be appointed by the General Committee and whose honorarium shall be reviewed annually.

4.1.4 A Secretary, to be appointed by the General Committee and whose honorarium shall be reviewed annually.

4.1.5 Only the members referred to in clause 4.1.1 and 4.1.2 shall be entitled to vote at any meeting of the General Committee.

4.1.6 At the first meeting of the General Committee the members shall elect one of the members to be Chairman and one to be Vice-Chairman, both of whom shall be eligible for office for a period not exceeding two consecutive years.

5. Powers and Duties of the General Committee

The General Committee shall conduct all the affairs of the Club and be entitled to do all matters and things not specially required to be done at a Special or Annual General Meeting or not expressly required to be otherwise performed. Without limiting their rights of management, the General Committee shall have the following special powers:

5.1 To control the finances of the Club and to expend the funds of the Club for the maintenance and improvement of the assets of the Club, provided that no expenditure of an extraordinary nature shall be incurred without the sanction of a Special or Annual General Meeting.

5.2 To engage and discharge employees of the Club and to determine their remuneration and terms of office. It shall further have power to remunerate any member of the Club or other person by means of a gratuity or honorarium for services rendered.

5.3 To settle disputes between members in regard to their rights, privileges and duties, subject to the right of appeal by an aggrieved member to a Special General Meeting of the Club called for that purpose. The decision of such Special General Meeting shall be final and binding.

5.4 To frame bye-laws not inconsistent with this Constitution and to revoke or amend the same from time to time, in connection with the management and control of the assets and premises of the Club, the conduct of members and club employees and generally for the purpose of giving effect to the rules. Such bye-laws, as amended from time to time, shall forthwith be displayed in a prominent position in the Club premises and shall take effect as part of these rules until amended or revoked by the Committee or by a Special or Annual General Meeting.

5.5 To hire out any premises or equipment of the Club upon such terms and at such rental as it may determine.

5.6 To appoint sub-committees and co-opt members.

6. Club Funds

6.1 Proper books of account or computerised records shall be maintained by the Treasurer and shall be available for inspection by the Reviewer or any other member at any reasonable time.

6.2 The financial year end of the Club shall be from 1st January to 31st December in each year.

6.3 Financial statements shall be prepared at the end of each quarter of the financial year and submitted to the General Committee for review at its next meeting.

6.4 A bank account in a Knysna bank shall be opened in the name of the Club. All monies received, except those required to cover cash disbursements, shall be deposited to the credit of such account. All payments shall be made by:

6.4.1 Cheques drawn on the said account, or

6.4.2 Internet banking facility operated by a person or persons authorised to do so by the General Committee.

6.5 All cheques drawn on the Club banking account shall be signed by any two signatories authorised by the General Committee.

6.6 Funds available for investment may only be invested with registered Financial Institutions and in securities listed on a licensed stock exchange.

6.7 Subject to clause 27, no profits or gains shall be distributed to any person and the funds of the Club shall be utilised solely to cover direct and reasonable indirect costs in accordance with the Objects for which it was established.

6.8 No payments shall be made unless they are adequately supported by proof that the payments are due by the Club.

7. Membership

The membership of the Club shall consist of the following categories:

7.1 Ordinary Members : All members of the Leisure Isle Country Club who are also members of the bowls section or the tennis section.

7.2 Honorary Members : Any person recommended by the General Committee may be elected at the Annual General Meeting of the Club to Honorary Membership for a specified period of time, or Honorary Life Membership by virtue of any public office which such person may hold or as a result of special services rendered to the Club or the Leisure Isle community.

7.3 Social Members : All members who are not members of the bowls section or the tennis section.

8. Election of Members

8.1 Except where provided in clause 7.2, every person applying for membership of the Club shall do so by:

8.1.1 Completing the Club application for membership form which shall be signed by the proposer, seconder and applicant and submitted to the Secretary.

8.1.2 Making payment to the Club of the entrance fee, if any, and a full years subscription, which shall be refunded if the application is refused.

8.2 The Secretary shall cause any application for membership to be displayed in a prominent position on the club premises for a period of not less than fourteen (14) days before the application is considered by the General Committee.

8.3 Any member may, by notice to the Secretary, object to the admission of the applicant and may be required by the General Committee to furnish reasons for such objection.

8.4 Upon expiry of the fourteen (14) days notice, the General Committee shall, at the next meeting, consider and either accept or reject the application, provided that the General Committee shall not admit to membership any person to whose membership ten or more objections by members have been lodged.

8.5 No person can be a member of a section of Leisure Isle Country Club unless he or she becomes a member of Leisure Isle Country Club.

9. Subscription

9.1 The entrance fee and annual subscription shall be determined by the General Committee

9.2 The annual subscription as fixed shall be due on the first day of the new financial year.

10. Cessation of Membership

A member shall cease to be a member of the Club if:

10.1 He resigned from such membership and his resignation is accepted by the General Committee on such terms and conditions as the General Committee may deem fit;

10.2 His subscription is in arrears for three (3) months after it became due;

10.3 He is expelled from the Club by resolution at a Special General Meeting of the Club.

11. Re-joining

A Member who has resigned or ceased to be a member under clause 10.1 or 10.2 may be re-admitted to membership at the discretion of the General Committee on payment of any arrears at the time of his resignation or cessation of membership together with the subscription, levies and fees due for the current year. He may be required to pay an entrance fee at the discretion of the General Committee.

12. Sections of the Club

12.1 The General Committee may at any time consider the possibility of establishing one or more sections of the Club to organise and control any sporting or social activity on Leisure Isle.

12.2 If the establishment of such sports section or social section be considered practical and desirable by the General Committee, they shall appoint at least three members to form a Steering Committee, who shall draft bye-laws for such section and submit them to the General Committee for approval. The General Committee shall have the power to amend such bye-laws after consultation with the Steering Committee.

12.3 Upon approval by the General Committee of such bye-laws, notices of the intention to establish such a section and a copy of the bye-laws shall be posted in a prominent position on the Club premises for a period of not less than fourteen (14) days. Upon expiry of the said period the General Committee, after considering any objections from members, shall approve the establishment of such section or take such other action as it deems fit.

12.4 Upon approval of the establishment of such section, the Steering Committee shall thereupon convene a meeting of all members interested who shall proceed to elect Office Bearers and a Committee and arrange other matters in accordance with the bye-laws. The Chairman and one other member of such Committee shall be nominated as representatives to serve on the General Committee.

12.5 The General Committee, on the recommendation of the Committee of each section, shall determine the subscription to be paid by members of such section. All subscriptions shall be paid to the Treasurer and shall be administered by him or her on behalf of the Committee concerned and in accordance with the bye-laws of the section.

12.6 All sub-sections shall be under the general control and management of the General Committee who shall have the power to overrule any decision of the Committee of a sub-section or to amend their bye-laws from time to time.

13. Annual General Meeting

13.1 The Annual General Meeting of the Club shall be held within three (3) months of the end of the financial year.

13.2 Not less than twenty one (21) days notice of the Annual General Meeting shall be published in the local media. In addition, notice of the meeting shall be posted on the Club notice board not less than fourteen (14) days prior to the Annual General Meeting.

13.3 Notice of motions to be moved at the Annual General Meeting must be received by the Secretary in writing at least fourteen (14) days before the date notified for the meeting and shall set forth the resolutions to be moved.

13.4 Notice of motions so received shall be given by publishing them on the Club notice board not less than seven (7) days before the date of the meeting.

14. Business at the Annual General Meeting

The business at the Annual General Meeting shall proceed in the following order, provided that any notice of motion which may affect any items on the agenda shall take precedence over such item :

14.1 To read the notice convening the meeting.

14.2 Confirmation of the minutes of the previous Annual General Meeting and of any Special General Meeting.

14.3 Matters arising from the minutes.

14.4 Report by the Treasurer on the financial affairs of the Club.

14.5 Approval of the annual financial statements

14.6 Reports by the Chairman of each section.

14.7 Chairman’s report and the adoption thereof.

14.8 Election of two (2) committee members in terms of clause 4.1.2

14.9 Appointment of a person to review the financial statements for the ensuing year.

14.10 Consideration of any motions of which due notice has been given.

14.11 Any resolutions to be moved, arising from clause 14.10, shall require the approval of two thirds of the members present at the meeting.

No matters other than those dealt with in clause 14.10 may be voted upon at an Annual General Meeting.

15. Special General Meeting

15.1 A Special General Meeting may be convened at any time by the General Committee. The Secretary shall also be bound to call a Special General Meeting within twenty one (21) days of receiving a requisition to do so signed by not less than twenty (20) members.

15.2 A requisition for a Special General Meeting shall state the nature of the business to be discussed.

15.3 Notice of a Special General Meeting shall be published in the local media. In addition, notice shall be displayed on the Club notice board. Such notices must be placed not less than fourteen (14) days before the date of the meeting.

15.4 At a Special General Meeting, no business other than specified in the notice shall be transacted.

15.5 Any resolutions to be moved shall require the approval of two thirds of the

members present at the meeting.

16. Quorum at Meetings

At the Annual General Meeting and at Special General Meetings, a quorum shall consist of twenty (20) members of the Club. In the event of there being no quorum within fifteen (15) minutes of the time specified for such meeting, the meeting shall stand adjourned for seven (7) days at the same time and place and the members then present and eligible to vote shall constitute a quorum.

17. Voting

Only Ordinary Members and Honorary Members of the Club may vote at an Annual General Meeting or Special General Meeting and shall have one vote. No voting by proxy will be permitted. In the event of an equality of votes at any meeting, including an Annual General Meeting, a Special General Meeting and a meeting of the General Committee, the Chairman shall have a casting vote as well as a deliberate vote.

18. Chairman

The Chairman of the Club or, in his absence, the Vice Chairman shall preside at all Annual General Meetings and Special General Meetings. In the absence of the Chairman and the Vice Chairman, the meeting shall elect a Chairman from the members present.

19. General Committee Meetings

19.1 The General Committee shall meet whenever required and not less than once in each quarter. The Chairman may at any time and shall on the requisition of not less than three (3) Committee Members, convene a meeting of the Committee.

19.2 Four members shall constitute a quorum.

19.3 The Chairman, or in his absence the Vice Chairman, shall preside at all Committee Meetings. In the absence of both, the meeting shall elect one of their members as Chairman. The Chairman of the meeting shall have a casting as well as a deliberate vote.

20. Minutes

Minutes of all Annual General Meetings, Special General Meetings and General Committee Meetings shall be maintained in bound form by the Secretary and be available for inspection by any Club Member at any reasonable time. All minutes shall be confirmed at the next Annual General Meeting or Special General Meeting or General Committee Meeting as the case may be.

21. Amendments to the Constitution

21.1 This Constitution may be amended at any Annual General Meeting, or any Special General Meeting called specially for such purpose.

21.2 Any amendments to the Constitution shall be submitted to the Commissioner of the South African Revenue Service.

22. Liability

The liability of a member for the obligations of the Club shall be limited to the amount of his or her unpaid subscriptions.

23. Interpretation of Constitution and Bye-Laws

In the event of any doubt, difference of opinion or dispute arising as to the meaning of any clause of this Constitution or Bye-Laws, the interpretation thereof by the General Committee shall be binding on all members until the next Annual General Meeting when, if so desired, the matter may be referred to the said meeting.

24. Guests

A member may introduce a guest for the day under such conditions as the General Committee may prescribe from time to time.

25. Visitors playing in matches

The General Committee may grant membership to persons while engaged in any match, game or function and to any bona fide applicant for membership of the Club, on such terms and conditions as it may deem fit.

26. Liquor

26.1 Liquor shall be sold only during such times and in such manner as may, from time to time, be authorised by Law and by the General Committee.

26.2 No profit from the sale of liquor shall accrue to any individual.

26.3 No person under the age of eighteen (18) years shall be served or supplied with liquor or permitted in the bar area.

26.4 The Club shall further comply with all of the requirements laid down by the Liquor Act and the Regulations promulgated thereunder.

27. Dissolution

27.1 The dissolution of the Club may only be decided upon at a Special General Meeting after due notice in terms of clause 15.3 has been given to member of the Club to:

27.1.1 Dissolve the Club and

27.1.2 Distribute any remaining assets, after all debts and liabilities have been satisfied.

27.2 Upon dissolution of the Club, any remaining assets, after all debts and liabilities have been satisfied, shall be transferred to another recreational club, the “Transferee Club”, with objects similar to those of the Club and which is itself approved by the Commissioner of the South African Revenue Service under Section 30A of the Income Tax Act.

27.3 If there is no suitable Transferee Club, the remaining assets shall be distributed to a Public Benefit Organisation formed, incorporated or established in the Republic of South Africa as a company incorporated under Section 21 of the Companies Act, or as a trust or an association of persons and which has been approved by the Commissioner of the South African Revenue Service as a Public Benefit Organisation under Section 30(3) of the Income Tax Act.

D.Wright

CHAIRMAN