CONSTITUTION

Constitution of Area 51 RC Flyers

Name

The name of the club shall be the Area 51 RC Flyers (Hereinafter referred to as Club).

Affiliation

The club is affiliated with SAMAA.

Objects

To form a club of aero modellers, under the auspices of the FAI, CIAM, SAMAA and the South African National Aero Club or its equivalent, officially representing all forms of aero modelling in S.A. in order to actively promote the construction and regulation of the safe flying of model aircraft in South Africa.
To redress the inequalities of the past in aero modelling and actively to pursue and implement a Transformation Plan for previously disadvantaged individuals in conjunction with the relevant Government Authorities to ensure access and full participation for all South Africans in all facets of aero modelling.
To foster comradeship amongst the members of the Club.
To advance and protect the interests of all members of the Club and persons engaged in the activities in the activities of the Club.
To create competitive opportunities and to regulate or contribute to the regulations of such activities, at local, national and international level.
To communicate and provide relevant information on a regular basis to all members of the club and, if applicable, the South African community as a whole.
To establish links, relationships and to co-operate with Special Interest Groups, Model Aircraft Clubs, Regional bodies, relevant institutions and Government Departments as well as International entities having the same objects.

 

Legal Capacity

The club shall be a body corporate not for gain, with perpetual succession and capacity to acquire rights and incur obligations independent of its members. All assets funds or property of the Club shall be held or registered in the name of the Club as a corporation at law. All the income of the club shall be applied solely towards the promotion of its objects and no portion thereof shall be paid or transferred directly or indirectly to any member or members, provided that this shall not be construed to prohibit the bona-fide remuneration to any person or member of the club for services rendered to the club or the re-imbursement to any member of the club of reasonable costs incurred in pursuit of the objects of the club.

 

Liability of members

The liability of every member shall be limited to the amount of the relevant unpaid membership fee due by such member in terms of the Constitution and beyond this no member shall be personally liable for any debts or legal liability of the club unless a member willingly so binds himself/herself in his/her personal capacity or willingly agree in the Interests of the club.

 

Membership

a)The club shall consist of at least 10 (ten) founding members and all future members that shall be admitted;

b)A club member shall be a SAMAA member.

c)  Members shall be classified as follows:

I)  Ordinary Member. Any person substantially interested in model aircraft of any description, shall be eligible for Ordinary Membership Application shall always be made in writing accompanied by the relevant fee;

ii)  Junior Member, Any person under the age of 18 years substantially interested in model aircraft of any description. Application for Junior Membership shall be made in writing and accompanied by the relevant fee. This category of membership will not have any voting rights;

iii)  Committee member. Any person elected by all the members of the club to serve on the committee of the club.

iv) Honorary Life Members. In recognition of meritorious service or potential influence in achieving the objects of the club, any deserving person may be recommended to the Management Committee for Honorary life Membership. Such recommendation shall be submitted in writing and shall be co-signed by at least 20 members of the club, who have held membership of the club for at least two years.

v) Senior Citizen Member, Any person 60 years old and older. Application for Senior Citizen membership shall be made in writing and shall be accompanied by age confirmation and the relevant fee.

c) The management Committee may refuse any application for membership, whereupon all accompanying fees are refundable;

d) Membership shall cease on the happening of any of the following events:-

i) Failure to pay the annual subscription within 30 days after the due date unless a payment plan is negotiated with committee;

ii) Upon receipt of a written resignation;

iii) Upon membership being terminated by the Management Committee in terms of this Constitution or  any process instituted in terms thereof;

iv) On the decease of a member.

e) In the event of cessation of membership, all subscriptions and other fees paid shall be forfeited to the club.

7.  Legal Proceedings

The club shall have the power to sue or be sued in its own name and its authority to institute or defend legal proceedings shall be signed by the Chairperson and Vice Chairperson, who shall have the power to represent the club in all such proceedings.  All processes of law, notices and the like, shall be regarded as sufficiently served on the club if served upon the Chairperson or Vice Chairperson.

8. Management

All the business and related matters of the club shall be managed dealt with and finalized by the Management Committee of the club subject to the proviso that major financial and policy issues shall be finalized only after consultation with the members of the club.

The Committee shall meet whenever the business of the club so requires, but at least four meetings per annum shall be conducted.
The meetings of the Management Committee shall be open to all members in good standing with the club who may raise, with written notice having been given to the Chairperson at least 24 hours prior to the date of the meeting , any matter for consideration by the Management Committee. The management committee shall at first meeting elect form amongst the members of the committee a chairperson, vice-chairperson Secretary and Treasurer and other members. See point 9.
The chairperson, or in his/her absence, the Vice-Chairperson, shall preside at all meetings of the Management Committee.
The chairperson and Vice-Chairperson shall not hold any other executive office in any of the substructures of the club.

9. Composition of Management Committee

9.1 The Management Committee shall consist of:-

a) Four 5 Executive Members elected by the members of the club:

The four executive members are: Chairman, Vice-Chairman, Secretary and Treasurer.

Additional non-executive committee members may be appointed in portfolios that may be created and/or abandoned from time to time.

9.2 The Management Committee may co-opt additional members from time to time.

10. Election and Designation of Members of the Management Committee

a) The Chairman and Vice-Chairman to be elected for the new period must be elected from the previous committee members.

b) The members to be elected shall be democratically elected according to an election process approved.

C) An AGM or Election Meeting (Yearly Election of New Committee Members) can only be postponed once, due to no Quorum.  If there is no Quorum in the next meeting, the election of new committee members will be held with the members present.

11. Power of Management Committee

The Management committee shall actively pursue the objects of the club by actively managing and administering the affairs and business of the club in terms of the laws of the Country, and consider any matter affecting the flying of model aircraft, make representations thereon, or take such action as the Committee deems advisable ad in particular may:-

Acquire, hire or dispose of property, borrow money on the security of the assets of the club and accept and administer any trust or donation.
Render financial assistance to any person, Club, Specials Interest Group or legal entity in order to promote and realize the objects of the club.
Delegate to any Committee, Club <Special Interest Group or member of the club such of its powers as it may form time determine, but shall not be divested of any powers so delegated.
Make rules on all matters that the Committee considers necessary or expedient in order that the objects of the club may be achieved.
Determine the subscriptions to be paid by the relevant classes of membership for each financial year in order to ensure that the objects of the club are achieved on a sound long-term financial basis.
Arbitrate on any issue and amongst any sub-structure, Clubs, Special Interest Groups or individual members to ensure that the objects of the club are attained, enshrined and adhered to at all time.
Discipline: After receiving complaints of misbehaviour of any member of the club, and further investigation the member will be brought before the committee and on finding the misbehaviour was against SAMAA Rules, Club Rules or against the Constitution, the Committee may terminate the membership of any member without refunding.
Consider Proposals for Honorary Memberships of the club and finalize such proposals as the Committee may deem fit.
Consider proposals to accommodate members, which in circumstances cannot honour their yearly member fees.  Where the club gives 10% back in such circumstances, after reasonable investigation. Each case will be handled on its own merit.
Determine the arrangements and criteria for international representation and participation.
Make Quarterly financial statements available to the membership and shall if called upon to do so, supply to any member of the club in good standing, the rationale for any expending incurred by the club, provided that the actual costs incurred in doing so, shall be for the account of the relevant member.
Compile and publish policies, guidelines and procedures to enhance the principles contained in the Constitution of the club.

12. Conflict of Interest

A member of the club, a member of a committee of the club, or a member of a club or a Special Interest Group or a Regional Body to which powers of the club have been formally delegated by the Management Committee, shall declare his or her position regarding an actual or potential conflict of interest prior to the consideration by the relevant body of any matter in which such member has an actual or potential conflict of interest and shall immediately excuse him/herself for the duration of the debate, as well as the consideration and conclusion of the matter.

13. Motion of no confidence

If a motion of no confidence is directed against a Committee Member of the club, seconded and adopted by majority vote at any formal meeting of the club, committee member shall immediately vacate their position(s) whereupon the vacancies created will immediately be filled in terms of section 14 of the Constitution.

14. Vacancies

a) Every vacancy arising from the circumstances referred to in section 13 and every vacancy caused by the death, or resignation of a member, shall be filled by designation of appointment by the body by whom and in the manner in which the vacating member was designated or appointed;

b) A vacancy, in respect of an elected member of the Management Committee, shall be filled by the person, holding the next highest number of votes, who was not elected in the general election for members of the Management Committee, subject thereto that if no election was held due to the fact that the number of nomination received were equal to the number of persons to be elected, a by-election shall be conducted to fill the vacancy.

c) Or, in the event where a committee member resigns during the period he was voted for, the Chairperson may by official communication to the rest of the committee nominate a person to fill the open vacancy to finish the remaining time of the period.  And on decision and acceptance of the rest of the committee members, such person will be appointed.

15. Attendance of Meetings

A member of any committee of the club vacates his/her position automatically if he/she is absent from more than two consecutive meetings of such Committee without the Committee’s leave.

16. Minutes

16.1 The proceedings of each meeting of the Management Committee, other Committees of the Association, Special Interest Groups, Clubs or regions holding any of the powers of the club duly delegated by the Management Committee, shall be preserved in Minutes compiled by a person designated prior to the commencement of such a meeting and shall be ratified at the next meeting, after confirmation, by the signature of the chairperson of the meeting.

16.2 Ratified copies of the minutes of meetings of the Management Committee and ratified copies of the minutes of meetings of all the substructures of the club shall be preserved in the central office of the club.

16.3 Certified copies of Minutes shall be made available to any person or legal entity authorized thereto on pre-payment of the actual costs involved in the supplying of such copies.

17. Registered Clubs, Special Interest Groups or regional Bodies

a) A group of aero modellers forming a club, or a special Interest Group, or representing a region of the Country, representing a group of aero modellers, or a group of clubs, or a , recognized category of Aero modelling, which could form a separate entity within the club, may apply to the Management Committee for registration.

b) After due consideration of the application and having ensured that the group was duly constituted, the Management Committee may register the group upon such terms and conditions as it deems fit.

18. Duties of Chairperson of Management Committee

a) The Chairperson of the Management Committee shall ensure that all Committee members perform their duties adequately and make the necessary arrangements for assistance or relief if circumstances so require.

b) The Chairperson of the Management Committee shall be an Ex- Officio member of all Sub-committees, Regional Bodies, Clubs or Special Interest Groups registered by the Management Committee and shall be entitled to attend and participate in meetings of such sub-structures in an Ex-Officio capacity.

19. Auditor

The club’s finances can be audited from time to time if it is deemed necessary.

20. Annual General Meeting

a) An Annual General meeting shall be convened by the Management Committee to be held before 1 March of each year.

b) Notice of the Annual General Meeting shall be conveyed to all members of the club at least fourteen days prior to the date of the proposed meeting; such notice may be given electronically or through the News Letter of the club.

c) The agenda of the Annual General Meeting shall inter alia include:

1. Election of members of the Management Committee.

2. The report by the current Chairman of the Management Committee.

3. The report by the Vice Chairman.

4. The report by the Treasurer which report shall include the most recent financials of the club.

5. Any other report that seems applicable.

6. Any other business raised by any member of the club provided that notice thereof has been given to the Chairman of the Management Committee at least seven days prior to the date of the meeting.

21. Special General Meeting

a) A special general Meeting shall only be convened if the motion calling for such a meeting has been submitted in writing to the Chairman of the Management Committee is accompanied by a brief description of the matter to be discussed and has been signed by at least 10 members in good standing with the club.

b) The same requirements which apply to an Annual General Meeting in respect of Notice to members of such a meeting, will mutatis mutandis apply to the calling of a special general Meeting.

c) A special General meeting shall be called within two calendar months from receipt of a motion complying with the requirements for such a request. The venue of the Special general Meeting shall be arranged in such a manner that it is accessible to a reasonable representation of members of the club.

d) The resolution of such a Special general Meeting must be ratified by the members of the club by means of the voting process before such resolutions can be implemented.

22. Amendment of Constitution

a) The Constitution may be repealed, substituted or amended through a special voting process approved and certified by the Auditors provided that the request has been signed by at least 10 members, in good standing with the club desirous of moving any alteration, amendment or substitution. Such notification shall be mailed to the Chairperson by certified mail.

b) Notice specifying the nature of the contemplated amendment, alteration or substitution shall be circulated to the Members of the club within a reasonable time, to their last known address, which could be an electronic address.

c) The alteration, amendment or substitution shall be accepted if approved by a two-thirds majority provided that the Members have voted.

23. Proof of Constitution

A copy of the most recently approved Constitution certified by the chairperson or Vice Chairperson of the management Committee shall be accepted as evidence for all purposes whatsoever.

24. Interpretation of Constitution

Should the interpretation of any clause or sub-clause of this Constitution be in doubt, the matter will be referred to arbitrators who are officially recognized in South Africa, and their decision is final.

25. Dissolution

a) The club shall be dissolved following the adoption of a special resolution, after due process has been followed by the Management Committee to inform and enlighten every member (in good standing with the club), of the rationale and reasons for the intended dissolution of the club.

b) A majority vote of at least two-thirds of the members of the club (In good standing with the club) and entitled to vote, following the voting process referred to I 22(a) shall be required to dissolve the club.

26. Disposal of Assets on Dissolution

In the event of the dissolution of the club, any property of the club shall be sold on public auction and the funds raised shall be distributed equally between all members in good standing.