CONTENTS PART I INTRODUCTION 1 2 3 4 PART II Name Club Colours Objects Club Property and Trustees 2 2 2 2

MEMBERSHIP and GUESTS 5 6 7 8 9 10 Classes of Membership Eligibility for Membership Procedure for Election to Membership Balloting Cessation and Suspension of Membership Guests 3 3 4 4 5 5

PART

III

FEES and SUBSCRIPTIONS 11 12 13 Entrance Fees Subscriptions Failure to Pay Subscriptions 6 6 6

PART

IV

CLUB MANAGEMENT 14 15 16 17 18 19 The office Bearers Duties of office Bearers The Management Committee Powers of the Management Committee The Club Manager Sections 6 7 8 8 9 9

PART

MEETINGS and AMENDMENT of the CONSTITUTION 20 21 Meetings of the Club Amendment of the Club Constitution 10 12

PART

VI

FUNDS and INDEMNITV 22 23 24 25 Finance Borrowing Powers Auditor Indemnity 12 12 12

PART

VII

MISCELLANEOUS 26 27 Observance of Rules Dissolution

88643551.doc.ms_office

Page1

PART I 1. NAME

INTRODUCTION

The name of the Club shall be the Impala Club (herein after referred to as the "Club"), the Constitution whereof shall be as set out. 2. CLUB COLOURS The Club colours shall be Blue and Gold. The playing colours shall be as prescribed by the sports authority concerned or as may be determined from time to time. 3. OBJECTS The objects of the Club are: (1) (2) (3) (4) (5) (6) (7) (8) (9) to bring together such persons as may be eligible to join the Club and become members thereof to fulfil all the objects and interests of a social and sporting club including the provision and maintenance of club buildings, grounds and other facilities to encourage and promote all or any type or kind of sport or social activity to provide and cater for the social and physical welfare of all members of the Club and such other persons as may be permitted the use thereof. to purchase, lease, hire or by any means whatsoever acquire movable or immovable property and to maintain, repair or replace the same and to sell, hire out, mortgage or to dispose or deal with the same by any other means whatsoever to accept sums of money and to raise funds in any manner whatsoever, whether upon security or otherwise to invest Club funds in any property, security or savings account to employ, appoint or dismiss such servants, agents or contractors as my be necessary and to fix their remuneration and terms of employment or appointment to provide for all matters incidental to the above named objects and generally to do all things and carry out such undertakings as the Management Committee may deem necessary.

4.

CLUB PROPERTY and TRUSTEES 1. 2. 3. 4. 5. The property of the Club shall be vested in Trustees. The number of Trustees shall not be less than two and not more than four and the number shall include the Chairman of the Club in office. The Trustees shall be elected by a General meeting of the club and, except for the Chairman of the Club, shall hold office until death or resignation unless removed from office by resolution of a General Meeting of the Club. The Trustees shall deal with the property of the Club as directed by resolution of the Management Committee of which confirmation in writing signed by the Chairman shall be conclusive evidence. No member shall have, by reason of his membership only, any assigned or transferable interest in the property of the Club.

88643551.doc.ms_office

Page2

PART II 5. CLASSES OF MEMBERSHIP (1) The Club shall consist of: (a) (b) (c) (d) (e) (f) (g) (h) (2) (3) 6. Full Members Joint Members Country Members Life Members Honorary Members Reciprocating members Temporary Members Junior Members

MEMBERSHIP and GUESTS

No person below the age of sixteen shall become a member, except in such circumstances as may be prescribed by the Management Committee. Only Full, Joint, Life and Honorary Members shall be designated Voting Members.

ELIGIBILITY for MEMBERSHIP (1) Full Members

Except as provided for in Rules 8 (3) and 9 (3) any persons over the age of twenty-one shall be eligible to be proposed as a Full Member. (2) Joint Members

Any two persons of opposite sex, who cohabit and who are both eligible to be proposed as Full Members, shall be eligible to be proposed as Joint Members. Children of Joint Members who are under 16 years of age, while not being Members, may enjoy such facilities of the Club as the Management Committee shall from time to time determine. (3) Country Members

Any person who is eligible to be proposed as a Full Member but who normally resides further than 80 kilometres from the Club House shall be eligible to be proposed as a Country Member. (4) Life Members (Single and/or Double) (a) Any person who is eligible to be proposed as a Full Member may be proposed as a Single Life Member and shall, upon election and the payment of the prescribed fee, be a member of the Club for the remainder of his/her life. Any two persons who are eligible to be proposed as Joint Members may be proposed as Double Life Members and shall, upon election and the payment of the prescribed fee, be members of the Club for the remainder of their lives. The prescribed fee for Life Membership shall be as determined by the Management Committee from time to time. Honorary Members

(b)

(c) (5)

Any person may be accorded the status of an Honorary Member, for such period and upon such conditions as may be determined by a resolution of the Management Committee. (6) Reciprocating Members (a) Any Member of any club or Association with which the Club has entered into an agreement for Reciprocating Members, providing that that agreement is still operative, shall be a Reciprocating Member, except as provided for in Rules 8 (3) and 9 (3).

88643551.doc.ms_office

Page3

(b) Any person desiring to be recognised as a Reciprocating Member shall produce such proof of his eligibility as the Management Committee or any Committee Member may require. (c) A Reciprocating Member shall be entitled to take part in all Club activities but shall not be entitled to introduce guests. (7) Temporary Members (a) Subject to the provisions of Rules 6 (7) (b) and 7 (2) (b), the Management Committee may make such rules as it considers necessary or proper concerning the admission, payment of entrance fees and subscriptions and conditions to be observed for the admission of persons, or group of persons to membership of the Club by way of Temporary Membership. Any person or persons participating in (but not representing the Club), as player(s), official(s) or bonafide spectator(s), any sporting fixture or event sanctioned by the Management Committee, shall be admitted to Temporary Membership, for a period not exceeding 12 hours from the commencement of the event or fixture, unless such a. person (or persons) has (have) been debarred from this privilege under the provisions of Rules 8 (3) or 9 (3) or by a resolution of the Management Committee. Junior Members (a) (b) (c) 7. Any person between the age of sixteen and twenty-one who is barred from Full Membership by reason for his or her age, but would otherwise be eligible for Full Membership may be proposed as a Junior Member. A Junior Member, upon attaining the age of twenty-one shall automatically be transferred to Full Membership unless representation is made in writing under Rule 7-(1) (a) for transfer to some other class of membership. A Junior member, on attaining the age of eighteen, may apply to be transferred to Full Membership if he/she so wishes. He/She would then enjoy the rights of a Full Member.

(b)

(8)

PROCEDURE for ELECTION to MEMBERSHIP (1) (a) Every application for membership under Rule 6(1), (2), (3), (4) or (8) shall be made in writing on such form as may be provided by the Management Committee, except that any person already elected to one class of membership under these Rules my be transferred to another class by resolution of the Management Committee. Every such application shall be proposed and seconded by fully paid-up voting members of the Club, and supported by five other fully paid-up voting Members. In addition, each application shall be supported by three members of the Management Committee. All the persons referred to in Rule 7 (1) (b) must sign the proposal form. (a) Every completed proposal form, together with the appropriate entrance fee and a quarterly subscription, shall be submitted to the Honorary Membership Secretary, who shall thereupon place the form upon the Club Notice Board where it shall remain for a period of at least twenty-one days. (b) Any applicant for membership whose proposal form is displayed on the Club Notice Board shall be accorded the status of Temporary Member for so long as the proposal form shall remain there. (3) Every proposal, after having been displayed in accordance with the provisions of Rule 7 (2) shall be considered by the Balloting Committee, and shall be balloted for in accordance with Rule 8.

(b)

(c) (2)

8. BALLOTING (1) (a) The Balloting Committee shall be comprised of the members of the Management Committee. (b) (c) Meetings of the Balloting Committee shall take place immediately prior to the meetings of the Management Committee. The quorum for a Balloting Committee meeting shall be the same as that for a Management Committee meting.

88643551.doc.ms_office

Page4

(2) (3)

Upon the receipt of any proposal for Membership by the Balloting Committee and after hearing any speakers, the Balloting committee shall thereupon proceed to vote. Any candidate for Membership whose election is voted against by two or more Members of the Balloting Committee shall not be elected as a Member and shall not be eligible for any class of membership until the expiry of a period of six months. Any person being successfully elected as a Member shall thereupon become a Full Member as the case may be.

(4) 9.

CESSATION and SUSPENSION of MEMBERSHIP (1) Any fully paid-up Member may resign his or her membership by giving to the Honorary Membership Secretary written advice to that effect.

(2) (a) it shall be the duty of the Management Committee, if at any time it shall be of the opinion that the conduct of any Member is prejudicial to the best interests of the Club, to invite, in writing, that Member to offer an explanation of his/her conduct to a special meeting of the Management Committee. (b) (c) (3) (a) At such special meeting the Member whose conduct is under consideration shall be allowed to offer his explanation either in verbally, in writing or by calling others. The Committee shall then, in camera, consider the submissions of the Member concerned and impose a suitable penalty, or not, as provided for in Rule 9 (3). Having followed the procedure prescribed under Rule 9 (2) the Committee shall be empowered to act as follows: If two-thirds or more of the Committee Members present and voting shall vote for the expulsion of the Member, the person concerned shall thereupon cease to be a member of the Club and any such person expelled by the Club shall not thereafter be, or become, a Member or the guest of a Member of the Club, if the Committee shall so resolve, a term of suspension may be imposed for a specific period not exceeding three months. A Member who is suspended under the provisions of this Rule shall not be entitled to use the club either as a member or as the guest of a Member during the term of the suspension. Upon termination of the period of suspension the member shall resume all rights as a member of the Club, the Committee may, at their discretion, add a rider to any penalty imposed under Rule 9 (3) (b) that a written apology would be an acceptable alternative, the Committee may, at their discretion, resolve that the best interests of the Club are served by taking no further action. Any resolution of the Management Committee made under the provisions of Rule 9 (3) shall be conveyed to the person concerned in writing and shall not be rendered invalid by that person failing or neglecting to utilise the rights provided for in Rule 9 (2) (b).

(b)

(c) (d) (4)

10.

GUESTS

(1) Any person, except such persons as have been debarred under the provisions of Rule 9 (3) or by
a resolution of the Management Committee, my be introduced as a quest by any Voting Member. (2) The frequency with which, and the conditions upon which, the guests may be introduced into the Club shall be as the Management Committee shall from time to time determine.

PART III - FEES and SUBSCRIPTIONS 11. ENTRANCE FEES (1) (2) The entrance fee payable by Members of the Club shall be as the Management Committee from time to time determine. No entrance fees shall be payable by:

88643551.doc.ms_office

Page5

(a) (b) 12. SUBSCRIPTIONS (1)

Reciprocating Members Members who transfer from one class of membership to another as provided for under Rule 7 (1) (a).

The subscription payable by Members of the Club shall be as the Management Committee from time to time determine. All subscriptions shall be payable quarterly in advance on such dates as the Management Committee way determine.

(3)

Notwithstanding anything contained in Rules 12 (1) and (2), no subscriptions shall be payable by any member while the member is absent from Kenya for a period of two or more months, provided that written notice of such absence has been forwarded to the Honorary Membership Secretary.

13.

FAILURE TO PAY SUBSCRIPTIONS (1) If any Member shall fail or neglect to pay his or her subscription within one month of such date as the same shall be due and notice may be sent to him or her to pay the amount due within one month from the posting of such notice, he or she shall notified that his or her name shall be posted upon the Club notice board as a defaulter. If such outstanding amount is not paid within one month from the date of such posting as a defaulter, he or she shall thereupon cease to be a member of the Club. If at any tine, a person who ceased to be a member of the Club by reason of the provisions of Rule 13 (1) gives an explanation to the satisfaction of the Management Committee, he or she may, at the discretion of the Management Committee and upon payment of such monies as may be in arrears or due and payable and, if required by the Management Committee, upon payment of such reinstatement fee as the Management Committee may from time to time determine, my be re-admitted to membership without further penalty.

(2)

PART IV - CLUB MANAGEMENT 14. THE OFFICE BEARERS (1) The office Bearers of the Club shall be: (a) (b) (c) (d) (e) (f) The Chairman of the Club The Vice-Chairman of the Club The Honorary Secretary of the Club The Honorary Treasurer of the Club The Honorary Membership Secretary The Social secretary

(g) The Sports Convenor (2) (3) (4) (5) All the office Bearers shall be fully paid-up Members of the Club and shall be elected at an annual general; meeting except as provided for in Rule 14 (5). Any office Bearer who ceases to be a member of the Club shall cease to be an office Bearer. All the office Bearers shall hold Office from the date of election and shall hold office until the next Annual General Meeting, subject to Rules 14 (3), 14 (6) and 17 (2), but shall be eligible for re-election. (a) Any office Bearer may be suspended from Office on the grounds specified in Rule 17 (2) and the vacancy thereby created shall be filled by election at the General Meeting resolving the suspension. (b) Any vacancy not otherwise provided for shall be filled by resolution of the Management Committee until the next Annual General Meeting.

88643551.doc.ms_office

Page6

(6)

Any office Bearer who remains absent from two consecutive meetings of the Management Committee without sufficient reason shall be deemed to have resigned and the vacancy thereby created shall be filled as provided for in Rule 14 (5) (b).

15.

DUTIES of OFFICE BEARERS (1) Chairman

The Chairman shall, unless prevented by ill health or other just cause, preside over all General Meetings and all meetings of the Management Committee. (2) Vice Chairman

The vice Chairman shall perform all the duties of the Chairman in his absence. (3) Honorary Secretary The Honorary Secretary shall: (a) (b) deal with all the correspondence of the Club under the general supervision of the Management Committee; issue notices concerning all meetings of the Management Committee and all General Meetings of the Club and shall be responsible for keeping Minutes of all such meetings and for the preservation of all records for the proceedings of the Club; in the event of an emergency, when the Management Committee cannot be consulted, consult with the Chairman, or Vice Chairman is not available, and any action taken as a result of these consultations shall be subject to ratification at the next meeting of the Management Committee; convene such Special General Meetings as are provided for under Rules 20 (6) (b) and 27 (1) take such action as my be necessary to ensure that the provisions of Rules 20 (4) (b), 20 (5) (a), 20 (7), 21 (3), and 27 (2) are implemented.

(c)

(d) (e) (4)

Honorary Treasurer The Honorary Treasurer shall be responsible for: (a) (b) (c) receiving and disbursing, under the direction of the Management Committee all monies belonging to the Club and for issuing receipts for all monies received and for preserving vouchers for monies paid; the proper maintenance of the Accounts of the Club and otherwise ensuring that the provisions of Rules 22 and 24 are properly implemented; keeping the Management Committee appraised of the financial status of the Club and rendering such advice pertaining to financial matters as may be required by it.

(5)

Honorary Membership Secretary The Honorary Membership Secretary shall: (a) (b) keep, or cause to be kept, a Register of Members which shall be open to inspection by any Member or office Bearer of the club; take such actions as hay be practicable to ensure that the provisions of Rules 5, 6, 7, 8, 9 (1), 10, 12 (3) and 13 are properly implemented. The Social Secretary shall: (a) (b) devise, publicise and implement, under the general supervision of the Management Committee, a programme of entertainment consistent with the objects the Club. arrange for the publication of a Newsletter at such intervals as are deemed appropriate by the Management Committee.

(6)

16.

THE MANAGEMENT COMMITTEE

88643551.doc.ms_office

Page7

(1) (2) (3)

The voting members of the Management Committee shall be the office Bearers of the Club. The Manager, unless prevented by ill-health or other just cause, shall attend all meetings of the Management Committee, and shall be accorded the status of a non-voting member. The Chairman of any duly constituted Section, or his representative, may attend any meeting of the Management Committee when he shall be accorded the opportunity to present any submission or memoranda, in writing or verbally, on any issue which is germane to the well being of the Section. Notwithstanding Rule 16 (3) no Section representative shall be a member of the Management Committee unless coopted under provisions of Rule 17 (1) (h). (a) The Committee shall meet once every month, and at such other times as it ray deem necessary. (b) (c) A quorum of the Management Committee shall be constituted by three voting members. All decisions of the Management Committee, except as provided for under Rule 9 (3) (a), shall be taken by a simple majority of the voting members present and, in the event of an equality of votes, the Chairman shall have a second or casting vote. The order of business shall be at the chairmans discretion

(4) (5)

(d) 17.

POWERS OF THE MANAGEMENT COMMITTEE (1) In addition to any powers given elsewhere in this Constitution the Management Committee shall have the power: (a) (b) to carry out and give effect to the objects of the Club and the resolutions of Members in any General Meeting; from time to time to make, amend or repeal such Bye-Laws, Rules and Regulations (not being inconsistent with this Constitution) as it may deem expedient for the management and well being of the Club, and all such Bye-Laws, Rules and Regulations may be amended or repealed by resolution at any General Meeting. All such Bye-Laws, Rules and Regulations made shall be binding upon all Members of the Club until repealed by the Committee, or by resolution at a General Meeting, except that no resolution of a General Meeting may be repealed by any Committee;

(c) (d) (e) (f) (g)

to open and close Banking Accounts, provided that every such Bank Account shall be operated by at least two office Bearers of the Club; to appoint, employ or dismiss such servants, agents or contractors as may be necessary and to fix their remuneration; to take such steps as may deem necessary or expedient to purchase, maintain and safeguard any property or article; to purchase, hire, sell, lease, pledge, mortgage or otherwise deal with any moveable property belonging to the Club; to fix fees, prices and any other considerations for all facilities or services offered by the club: this particular it shall be the duty of the Management Committee to ensure that where and facility or service is used predominately by a particular Section then the fee for the use of that facility or service shall be fixed commensurate with the cost of providing and maintaining that facility or service; to co-opt such person as it may deem necessary or desirable and appoint sub-committees; to delegate any of its powers to any Committee, club Member or any other person, and to make rules governing the exercise of such powers by those Committees, Club Members or other persons; to borrow sum of money for the purpose of the Club upon such terms and conditions as are provided for in Rule 23.

(h) (i) (j) (2)

The Management Committee shall have the power and the duty to suspend any Bearer who, it has reasonable cause to believe, is wilfully failing to carry our his/her duties as prescribed under Rule 15 or is not properly accounting for the funds of the Club, to the detriment of the well being of the Club, and shall have the power to appoint, for the time being, another person in his/her place. Such suspension shall be reported to a Special General Meeting held for that purpose not later than two months from the date of such suspension. The Special General Meeting shall have the power to take such action as it way deem fit in all the circumstances. THE CLUB MANAGER

18.

88643551.doc.ms_office

Page8

(1) (2)

The day to day management of the club shall be the responsibility of the Club Manager who shall act under the general supervision and direction of the Management Committee. The Club Manager shall be appointed by the Management Committee under the provisions of Rule 17 (1) (d) and shall be delegated sufficient powers under Rule 1" (1) (i) to enable him/her to effectively undertake that responsibility. Specifically the duties of the Manager shall include, interalia: to ensure the proper supervision of, including the allocation of duties to, all other Club servants; to effect the efficient provision of bar and catering services within the policy guidelines laid doan by the Management Committee; to make suitable provisions for the security, maintenance and improvement of all Club property, including buildings, grounds and all fixed and Loveable assets; when, in the opinion of t..ie Manager, insufficient powers have been delegated to ene.) le the efficient implementation of the above duties on the: Manager s own initiative, to so advise the Management Comm---tee; to render to the Management Committee such other advice as may be necessary for the efficient management of the Club, particulary with regard to legal obligations; to make recommendations to the Management Committee for the improvement of the facilities offered by the Club; to undertake such other management duties as may from time to time be determined by the Management Committee; to attend all meetings of the Management Committee as provided for in Rule 16 (2).

(3) (a) (b) (c) (d) (e) (f) (9) (h) 19. SECTIONS (1)

The sporting activities of the Club shall be organised and controlled, subject to such general supervision and direction by the Management Committee as may be required in the best interests of the Club, by duly constituted Sections. No person or team shall purport to represent the Club in any sporting activity unless that person or team is acting under the auspices of a duly constituted Section.

(2) (a) A Section shall be deemed to be duly Constituted when its Constitution is Registered with the Management Committee. (b) The Management Committee shall refuse to Register any Section constitution which contains any Rules which are contrary to any of the provisions of this Constitution or any of the Bye-Laws, Rules or Regulations of the Club duly promulgated under Rule 17 (1) (b) of this Constitution, or which are otherwise considered by the Management Committee to be contrary to the best interests of the Club. activities are contrary to any of the provisions of this Constitution or any of the Bye-Laws, Rules or Regulations of the Club duly promulgated under rule 17 (1) (b) of this constitution or the constitution of the section or which are otherwise considered by the management committee to be contrary to the interests of the club and such a section shall thereupon cease to be a section of the club. Each Section shall inform the Honorary Secretary of the names of all officers and Committee Members of the Section within 7 days of their taking office. These names shall also be displayed on the Club Notice Board for as long as they shall hold office. No person not a member of the Club shall be an officer or Committee member of any Section. Every voting member of the Club shall be a member of each and every Section and no Section shall be entitled to charge an Entrance Fee or Subscription as a precondition of that right. No person who is not a member of the Club shall be a member of a Section. Not withstanding anything contained in Rules 17 (1) (i),19 (2) (b) or 19 (2) (c) of this Constitution, powers shall be delegated to all duly constituted Sections to enable them to operate Bank Accounts under the following terms and conditions: (a) The Section shall maintain properly kept Books of Accounts which shall be open to inspection by an office Bearer of the Club at any time.

(c) The Management Committee shall have the power and the duty to de-Register any duly constituted Section whose

(3)

(4)

(5)

88643551.doc.ms_office

Page9

(b) (c) (d) (e)

The Section shall render an Income and Expenditure Account and a Balance Sheet to the Honorary Treasurer of the Club once every three months on such dates as may be determined by the Management Committee. The Honorary Treasurer of the club shall be a signatory to the Section Bank Account and cheques in excess of Shs 3000 shall bear his/her signature. Monies shall not accrue to the Section Account until all such fees or payments as may be due under the provisions of Rule 17 (1) (9) have been transferred to the Honorary Treasurer of the Club. If a Section is de-Registered under the provisions of Rule 19 (2) (c) any Bank Account which it my be operating shall be closed and any monies therein shall thereupon be transferred to a Bank Account operated by the Honorary Treasurer in the name of the club. Any assets of any Section shall be assets of the Club.

(6) 20.

THE SPORTS COUNCIL (1) The Sports Council shall consist of:

(a) the Sports Representative, as duly elected under Section 20 (4), who shall be the Chairman of
the Sports Council. (b) the Social Secretary, who shall be the Secretary of the Sports Council

(c) one representative of each of the duly constituted Sections. PART V MEETINGS AND AMENDMENT OF THE CONSTITUTION 20. MEETINGS OF THE CLUB (1) (2) (3) There shall be two categories of Meetings, namely the Annual General Meeting and the Special General Meetings. The Annual General Meeting of the Club shall be held on the last Friday of November in every year unless prevented by force majeure in which case it shall be held as soon as is practicable thereafter. The business of the Annual General Meeting shall be:

(a) to confirm the Minutes of the previous Annual General Meeting and the Minutes of any outstanding Special General
meetings;

(b) to consider matters arising from the Minutes;

(c) (d) (e) (f) (g) (h) (4) to receive the Annual Report of the Management Committee; to receive the Auditors Report and the Statement of Accounts; to elect the office Bearers of the Club; to appoint the Auditors for the ensuing year; to elect such Trustee(s) as may be required by the Agenda circulated to members; to consider such motions as may have been placed on the Agenda circulated to Members.

A motion shall be placed on the Agenda of the Annual General Meeting: (a) (b) at the discretion of the Management Committee by giving notice in writing, duly signed by the proposer and seconder, to the Honorary Secretary not less than 21 days prior to the date of the Annual General Meeting.

(5)

(a) Nominations. for the election of office Bearers shall only be valid if submitted in writing, bearing the signatures of the proposer, the seconder and the acceptance of the Nominee, to the Honorary Secretary twenty-one days before the

88643551.doc.ms_office

Page10

date of the Annual General Meeting. Upon receipt, the said nominations shall be placed on the Club Notice Board and shall not be removed more than seven days prior to the date of the Annual General Meeting. (b) (6) (a) Unless an office Bearer is elected unopposed, voting shall be by secret ballot, each voting member present having one vote in respect of each contested office. A special General Meeting may be called at any time at the discretion of the Management Committee, or by the Honorary Secretary at the written request of at least 25 voting members of the Club; such request shall be in the form of a motion and shall state the purpose for which the Meeting is required. Such Special General Meetings shall be held within thirty days of the Committee calling it, or within thirty days of the Honorary Secretary receiving a requisition. Written Notice of the Annual General Meeting and of every Special General Meeting shall be sent to all voting members not less than fourteen days prior to the date of the meeting and shall be accompanied by an Agenda and in the case of the Annual General Meeting, a copy of the Auditor's Report as provided for in Rule 24 (5). (a) the (b) (c) If at any General Meeting both the Chairman and the Vice Chairman of the Club are absent a Member selected by Office Bearers present shall preside. Notwithstanding the provisions of Rule 20 (8) (a) the Management Committee shall have the power to appoint any suitably independent person to act as Returning officer for the conduct of the election of office Bearers. A quorum for all General Meetings shall be constituted by thirty voting members. If such a quorum be not present, the General Meeting shall be adjourned for fourteen days and due written notice shall be sent to all voting members of the Club not less than five days before the adjourned General Meeting is due to be reconvened, and those voting members present at such a reconvened General Meeting shall constitute a quorum. Resolutions other than Amendments to the Constitution (vide Rule 21 (2)) shall be decided by a simple majority. Every voting member shall be entitled to one vote on any one motion provided that in the event of an equality of votes the Chairman of the Meeting shall have a second or casting vote. The declaration of the Chairman in all good faith that a resolution has been lost or carried by a particular majority shall be final and conclusive and shall be binding on all Members of the Club, whether present at or absent from that Meeting. AMENDMENT OF THE CLUB CONSTITUTION (1) No resolution involving an amendment or alteration to the constitution of the Club shall be considered at any General Meeting unless notice thereof setting out the proposed amendments or alterations shall have been fully specified in the notice convening the General Meeting. No resolution involving any amendment or alteration to the Constitution of the Club, shall be declared carried in any General meeting unless two-thirds of the voting members present and voting shall have declared in favour of it. Within seven days of an amendment or alteration to the Constitution having been resolved, the Honorary Secretary shall make application for ratification in writing, signed by three office Bearers, to the Registrar of Societies. No amendment or alteration to the Constitution shall be valid until such ratification has been received in writing from, the Registrar of Societies. PART VI - FUNDS AND INDEMNITY 22. FINANCE (1) (2) (3) All monies of the Club shall be paid to and received by the Honorary Treasurer of the Club, and the same shall be paid into a Bank Account in the name of the Club. All monies paid out by the Club shall be by cheque, other than petty disbursements. The Club shall keep or cause to be kept proper books of account giving details of all monies received and spent and all monies owed to or by the Club. the management

(b) (7)

(8)

(d) (e) (f) 21

(2) (3)

(4) Distribution of funds among Members is prohibited except for bona fide services rendered which have been approved by

88643551.doc.ms_office

Page11

(5) A yearly Balance Sheet as at 30 June of each year, together with an Income and Expenditure Account to that date, shall
be prepared by the Honorary Treasurer which shall be submitted to the Auditor and then presented to the Club at the Annual General meeting.

23.

BORROWING POWERS (1) (2) The Management Committee may by resolution borrow sums of money for the purposes of the Club, in such amounts and upon such security and subject to such conditions as may be specified in the resolution. The Chairman together with the Honorary Treasurer and the Honorary Secretary of the Club shall be entitled to pass and effect mortgage, bonds and debentures and other such deeds to secure any advance or loans granted to the Club and to take all such steps as they may deem necessary. The trustees of the Club shall have a like power.

24.

AUDITOR (1) (2) (3) (4) (5) An Auditor shall be appointed each year at the Annual General Meeting. All the Club's accounts, records and documents shall be open to inspection by the Auditor at all times. The Auditor shall not be an office Bearer of the Club. The Auditor shall be paid such an honorarium for his/her services as my be resolved by the Management Committee. The Auditor shall examine and Certify the Accounts of the Club and make a Report thereof to the Club not less than 21 days prior to the date of the Annual General Meeting. A copy of the Auditor's Report shall be furnished to all voting members of the Club along with the notice convening the annual Meeting.

25.

INDEMNITY (1) The office Bearers of the Club and every one of them and every one of their heirs, successors, administrators, executors and assignees shall be indemnified and held harmless out of the funds and property of the Club from and against all actions, charges, claims, losses, damages and expenses which they or any of them or their heirs, successors, administrators, executors and assignees shall or may sustain by reason of any act done in or about the execution of their respective duties in their respective offices, except such as they shall incur or sustain by reason of their own wilful neglect or default, provided that none of them shall be answerable for the wilful neglect or default of any other or for the neglect or default of any Bank, or for the insufficiency of any security upon which any monies of the Club shall be placed or invested. No member of the Club, his heirs, successors, administrators, executors or assignees shall claim from the Club or any other member of the Club, or any office Bearer, servant or employee of the Club any compensation or damages on account of injury physical or otherwise, received or suffered by him or her whilst in or about the Club or whilst engaged in any Club activity.

(2)

PART VI FUNDS AND INDENINITY 23. FINANCE (1) (2) (3) (4) (5) All monies of the Club shall be paid to and received by Honorary Treasurer of the Club and the same shall be paid into a Bank Account in the name of the Club. All monies paid out by the Club shall be made by cheque, other than petty disbursements. The Club shall keep or cause to be kept proper books of account giving details of all monies received and spent and all monies owed to or by the Club. Distribution of funds among Members is prohibited except for bonafide services rendered which have approved by the Management Committee. A yearly Balance Sheet as at 3O June of each year together with an Income and Expenditure Account to the date, shall be prepared by the honorary Treasurer which shall be submitted to the Auditor and then presented to the club at the Annual General Meeting.

24.

BORROWING POWERS

88643551.doc.ms_office

Page12

(1) (2)

The Management Committee may by resolution borrow sums of money for the purposes of the Club, in such amounts and in such security and subject to such conditions as may be specified in the resolution. The Chairman together with the Honorary Treasurer and Honorary Secretary of the Club shall be entitled to pass and effect mortgage, bonds and debentures and any other such deeds to secure any advance or legal to the club and to take all such steps as they may deem necessary. The trustees of the club shall have like power.

25.

AUDITOR (1) (2) (3) (4) (5) An Auditor shall be appointed each year at the Annual General Meeting. All the Club's accounts, records and documents shall be open to inspection by the Auditor at all times. The Auditor shall not be and office bearer of the club. The Auditor shall be paid such an honorarium for his or her services as may be resolved by the Management Committee. The Auditor shall examine and certify the Accounts of the Club and make a Report thereof to the Club not less than 21 days prior to the date of the Annual General Meeting. A copy of the Auditor's Report shall be furnished to all voting members of the Club along with the notice convening the Annual General Meeting.

26.

INDEMNITY (1) The Office Bearers of the Club and every one of them and every one of their heirs, successors, administrators, executors and assignees shall be indemnified and held harmless out of the funds and property of the Club from and against all actions, charges, claims, losses, damages and expenses which they or any them or their heirs, successors, administrators, executors and assignees shall or may sustain by reason of any act done in or about the execution of their respective duties in their respective offices, except such as they Shall incur or sustain by reason of their own wilful neglect or default of any Bank, or for the insufficiency of any security upon which any monies of the Club shall be placed or in vested. (2) No member of the club, his heirs, successors, administrators, executors or assignees shall claim from the club or any other member of the club, or any other office bearer, servant or employee of the club any compensation or damages on account of in jury physical or otherwise, received or suffered by him or her whilst on or about the club or whilst engaged in any club activity.

PART VII MISCELLANEOUS 27. OBSERVANCE of RULES (1) (2) (3) Every Member of the Club and every other person within the club shall observe and abode by the constitution and all the Bye-laws, rules and regulations of the club whatever they may be. No person shall use the Club for business, professional or commercial purposes without the prior consent of the Management committee. All members shall be considered as being fully acquainted with the Constitution and all Bye-Laws. Rules and Regulations of the Club and any decisions may from time to time be in force.

28.

DISSOLUTION (1) If at any General Meeting a resolution for the dissolution of the Club be passed by a majority of the voting members present and voting the Honorary Secretary shall convene another General meeting to be held within one month of the date of the General Meeting first resolving the dissolution. to which the motion for dissolution shall be put. Upon the resolution for dissolution being confirmed by a majority of the voting members present and voting at the second General meeting, the Honorary Secretary shall, within seven days of such confirmation seek in writing, signed by three Office Bearers the permission of the Registrar of Societies.

(2)

88643551.doc.ms_office

Page13

(3) Upon receipt of permission for the dissolution, in writing, from the registrar of societies, the management Committee shall,
upon a to be resolved, proceed to realise the property of the club and to discharge all liabilities.

(4) Thereafter the balance shall be divided equally among all fully paid-up Full Members, Joint Members, or in such other
manner as the Registrar of Societies may prescribe, and thereupon the club shall be dissolved.

88643551.doc.ms_office

Page14