SOCIETY OF NAMIBIA
- NAME AND PLACE
- This Society is to be known as the Soaring Society of Namibia,
(S.S.N.) (hereinafter referred to as the Society) and is registered as a non-profit Society.
- The Society is domiciled in Windhoek, Republic of Namibia.
- LEGAL ASPECTS
- The Society is a legitimate Corporate body, empowered to sue and be sued to acquire and dispose of goods, moveable and immovable property, to borrow monies with or without providing security to open bank or other accounts with financial or other undertakings as deemed desirable.
- The Society may affiliate to national and international organisations with similar objectives.
- FINANCIAL YEAR END
- The financial year end of the Society will be the 31st of March each year.
- The society will act as the governing body above all registered Soaring, Gliding clubs in Namibia and will as such fall under the umbrella of the Sports-Council of Namibia.
- The Society and its funds shall be used solely for promoting the aims, objects and interests of gliding/soaring sport in Namibia either directly or through its member clubs.
- The society will endeavour to the objects of gliding/soaring sport in Namibia in order to obtain financial support. It will apply for subsidies from the sports-council of Namibia and other institutions whose rules permit the granting subsidies to sporting bodies. Subsidies or donations received are to be utilised for the purpose stipulated by the grantor.
- The Society will promote co-operation between various gliding/soaring clubs in Namibia and will organize common activities, events, training-courses, camps, competitions and championships and will grant financial support for such events according to the objects of the Society.
- The Society will organize and conduct orderly gliding activities and will set out and apply the rules regulation in accordance with those of the F.A.I. as to gliding/soaring activities.
- The Society may lend, sell, or rent any or any part of its assets to members of the Society.
- Membership to the society is restricted to the registered soaring/gliding clubs in Namibia.
- Any member is to be represented in the Society by two of its club members who are authorised to do so in writing.
- The Society and its members are bound not to favour or discriminate against race, sex, religion or political persuasion. Furthermore members are bound not to misuse membership to the Society for the promotion of their own interests. Constitutions of member clubs are obliged to contain a similar rule.
- The admission of members and the formalities connected therewith will be subject to the rules of the Society.
- Membership to the Society will be terminated by the following:
- The resignation or dissolution of any member club. Actual termination will become effective as at the end of the month in which notice of resignation or dissolution is received.
- A member club may only be expelled after the offending member has failed to remedy the matters complained of, having been warned by way of two letters which should be closer than one month apart. The expulsion order must have been approved by the Society in ordinary or extraordinary meeting after the matter has been fully investigated and the decision to expel the member club been approved. Once the expulsion has been made, the offending club is to be advised within 72 hours.
- On resignation or expulsion no refund of membership fee or part thereof will be made.
- CONTRIBUTION AND FEES
- Contributions and fees due to the Society will be determined by Society rules and are subject to change without notice.
- Only non-profitable clubs are entitled to receive aid or subsidies from the Society.
- The liability of all member clubs is limited to a maximum amount of one year’s membership fee.
- No member club can be held responsible for personal injury or damage to property connected with events of the Society.
- Members acting maliciously, irresponsibly or with negligence will be held responsible and liable for damage to property of the Society or injury to persons and will be required to pay compensation for the damage or injury caused.
- Any judgement on action carried out by persons under clause 7.3 above must have the consensus of two thirds of the members of the committee as well as the representative of the accused.
- SOCIETY EXECUTIVE MANAGEMENT
- Management of the Society rests with the committee and subcommittee of the Society as constituted in paragraph 9 below.
- The committee shall consist of not less than four and not more than seven members who shall be elected at the Annual General Meeting of the Society.
- Committee members will be elected to fulfill the functions as set below:
- Vice Chairman
- Additional member or members as provided in 9.1
- VOTING PROCEDURES AND DURATION OF THE
- Committee members are elected at the Annual General Meeting of the Society for the duration of one year. Committee members hold office until a new committee is elected. A committee member ceases to be eligible as a committee member if he/she is no longer a member of the member club.
- Any member of the club is eligible for election to the committee of the Society, but only members specially designated to represent their clubs are eligible to hold the position of chairman or vice chairman.
- The chairman or, in absence, the vice chairman together with the secretary will represent the Society at any meeting of the sports council as well as at any Aero-Club meeting.
- Should a member of the committee resign before the end of term, the committee will elect his replacement for the remainder of the term.
- At the end of the term, the committee will b relieved of their responsibilities at the Annual General Meeting.
- RESPONSIBILTY OF THE COMMITTEE
The committee is responsible for all affairs of the society.
The committee must abide by society rules.
Where a signature to any document is required to be made which binds the society to the terms of an agreement,
the committee will delegate this authority to the chairman, or failing him, the vice chairman, or failing him, a committee member. Such authority shall be specific to the contract agreed to.
The committee has the following responsibilities:
- Notices of meetings and agendas.
- Execution of the decision taken at the annual general meetings.
- Preparation of budgets, keeping of books and records.
- Divisions and distribution of subsidies for events of various member clubs according to budget and society rules.
- Approving of new members and terminating membership according to society rules.
- Taking disciplinary action and following up the execution thereof.
- Calling a meeting of members when any extraordinary matter relating to the society occurs when the matter is beyond the responsibility of the committee.
- To represent the society at the annual general meeting of the sports council.
- The committee must give account of all society matters at the Annual General Meeting of the society, including reports by the chairman, the secretary and treasurer, who will submit audited
financial statements to the meeting. Copies of such reports and statements to shall be sent to all member clubs with the notice convening the meeting.
- MEETINGS AND DECISIONS OF THE COMMITTEE
- The committee will decide on meetings which are convened by mutual agreement on an ad hoc basis and will decide on an agenda.
- More than half the members of the committee, which must include the chairman or the vice chairman, constitutes a quorum.
- Every committee member has one vote at the annual general meeting, with the chairman having a casting vote in the event of a deadlock.
- Minutes of the committee meeting must be kept. These will require to be approved at the next committee meeting as well be evidenced by the signature of the secretary and the chairman.
- A Committee member has the right to have his objection to any decision noted in the minutes.
- MEMBER MEETINGS
Two types of meetings may be held:
- An annual general meeting.
- An extraordinary general meeting.
To be eligible to vote at a member meeting of the society, the member must be a fully paid member of a paid up member club. Each member club is limited to two votes which may be
cast by one or two representatives, who must show written proof of their authority to act.
- Notice for both meetings must be sent to the member clubs within three weeks prior to the date of meeting, together with an agenda, and in the case of an extraordinary meeting, the reasons and the circumstances for the need to hold the meeting. A Quorum at both meetings will be by the representation of three quarters of all member clubs by the presence in person of one or two representatives from each, or by their proxies.
- A simple majority vote will reflect the decision of the meeting unless a deadlock occurs, when the chairman of the meeting will cast a deciding vote. In the event that a quorum is not present at the meeting either by the presence of authorised representatives or by proxies, the meeting will be postponed.
- Changes to the constitution may only be authorised at a duly constituted annual meeting, with a 2/3 majority in respect of which due notice of proposed changes are submitted in writing to the chairman of the society not later than two months before the next A.G.M. A decision to dissolve the society may only be taken after the procedures set out in clause 17 has been fulfilled.
- Minutes are to kept of the business of the meeting which shall be approved at the subsequent meeting by a proposer and a seconder, whereupon the chairman will sign the minutes as being in order.
- ANNUAL GENERAL MEETING
- The annual general meeting will take place once a year and not later than 31st May. Date and venue must be given to members at least three weeks before due date.
- Any member may submit, in writing, a request for an additional item to be added to the agenda. Such request must be submitted so as to arrive at the registered offices of the society at least one week before the date of meeting.
- Business that can be dealt with at the A.G.M. includes:
- Presentation of the chairman’s
- Presentation of the financial statements by the treasurer.
- Taking decisions on changes additions or deletions to the constitution, or dissolution of the society.
- Amendments, addition or deletions to society rules, determination of fees for the ensuing year.
- Decisions on matters beyond the powers of the committee, or matters referred specially to the annual general meeting.
- Planning of society activities for the ensuing year and budget.
- Any other matter which, according to the constitution may be dealt with at an annual general meeting.
- Retirement of the committee and election of a new one.
- Election of the executive.
- EXTRAORDINARY GENERAL MEETING.
- An extraordinary general meeting of members may be called by:
- The committee.
- By at least one third of the members (of all member clubs). A written statement setting out the purpose for which the requested is to be held must be submitted, together with a list of members acceding the request.
- If all members have given notice to this effect, the extraordinary meeting can be held without three weeks notice.
- Only business that appears on the agenda can be dealt with at the extraordinary general meeting.
- Rules of the society will provide a framework for its administration. They will be supplement to the constitution and will carry the same authority as the constitution. In the event of conflict between the rules and the constitution, the latter will always take precedence.
- Rules may only be made, altered or deleted by way of the decision of members by simple majority at a properly constituted meeting of members.
- Society rules may be created in order to control, regulate or deal with the following matters:
- Admittance of new members and suspension of existing members.
- Contribution and fees to the society.
- Voting of the committee
- Responsibility and authority of the committee.
- Appointment of signatories to bank accounts etc.
- Keeping the books and records and preparation of annual reports.
- Regulation of committee meetings.
- Regulation of membership meetings.
- Society discipline.
- Other matters that, in the opinion and at the discretion of a meeting may be required.
- DISSOLUTION OF THE SOCIETY
- Dissolution of the society may only be decided upon after two consecutive meetings of members. The second meeting may not be held before the elapse of ninety days.
- At both meetings a majority of at least three quarters of all voting members of the society, who must be present either in person or be proxy, will be required to carry the motion.
- In the event of dissolution, all assets of the society must be donated to the sports council of Namibia or its legally appointed successor, or falling that, to a non profit organisation as chosen by the society at the second meeting at which the dissolution was approved.
- The chairman and secretary will be responsible for the winding up of the society but may appoint professional accountants or liquidators to do so. Fees payable to such appointees shall be met out of the funds of the society.
- This constitution is the sole constitution of the SOARING SOCIETY OF NAMIBIA or any of its predecessors, and supersedes any and all prior constitutions: however any activities which have been started under a constitution of a predecessor may still be completed.