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constitution of the diamond dealers club of south africa

1. NAME
     
  1.1 The name of the Club is the DIAMOND DEALERS CLUB OF SOUTH AFRICA
     

2.  OBJECTS

     
  2.1 The Club has been formed:-
   

2.1.1

2.1.2


2.1.3


2.1.4

To foster the interests of the diamond,  precious stones and jewellery industries and trade.

To provide a meeting place in the manner of an exchange or bourse for the conducting of business amongst members of such industries and trade.

To serve as a social meeting place for members and to provide the customary amenities of a social club.

To protect the interests of members and to regulate the conduct of members and make rules in regard thereto.

 

And each of such objects shall be deemed to be separate and distinct from each other

     
  2.2 In order to achieve these objects the Club shall have the following powers :-
   
2.2.1 To acquire by purchase, exchange, lease, sublease or otherwise, immovable property of all kinds including lands, stands and buildings and to acquire shares in any Company owning immovable property of any kind

2.2.2 To erect, construct, carry out, maintain, improve, alter, manage and control any buildings or other erections

2.2.3 To sell, lease, mortgage, dispose of, give in exchange, turn to account or otherwise deal with all or any part of the property and rights of the Club.

2.2.4 To buy, sell and deal in all kinds of movable property, and to supply all kinds of provisions liquid and solid, required by members and their guests

2.2.5 To apply to any Liquor Licencing Court or other competent authority for the grant to the Club of any licenses for the sale of liquor which the Club may require for the purpose of carrying on its business, or for the renewal of any such licences held by the Club, and to accept transfer of any such licences or licence,

2.2.6 To borrow or raise money in such manner as the Club may deem fit, and in particular by the issue of Debentures or Debenture Stock and as security for any monies so borrowed or raised to mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Club present or future, upon such terms and conditions as the Committee may deem fit.

2.2.7 To arrange schemes for the benefit of and to grant pensions allowances, gratuities and bonuses to employees or ex­-employees of the Club, or the dependents of such persons and to support or subscribe to any charitable or other institutions, clubs, societies or funds

2.2.8 To lend money on any terms that may be thought fit.

2.2.9 To encourage and effect the settlement of disputes be­tween members by conciliatory methods.

2.2.10 To prescribe rules of ethics and business conduct, to arbitrate upon disputes between members and upon disputes involving members, to institute disciplinary proceedings against and impose penalties upon members, to make rules for the conduct of business at its exchange or bourse premises, to provide arbitration services to non-members as may be prescribed. 

2.2.11 To promote, support or oppose as may be deemed advisable, any proposed legislation or other measure affecting the interests of members.

2.2.12 To co-operate with or affiliate with or make representations to any other association, club, statutory body or authority.

2.2.13 To accept and be bound by any Rules and Bye-Laws of any association of like-minded clubs with which it affiliates.

2.2.14 To make such representations to public and other bodies as may be in the interests of the Club.

2.2.15 To bring to the attention of members information relating to the credit worthiness or business conduct of persons with whom members are likely to deal in order to assist them in determining the reliability of otherwise of such persons and to investigate such information via its sub-committees or the Secretary.

2.2.16 To arrange Medical Aid and/or pension Funds for the benefit of members and their staff.

2.2.17 To sue and be sued in its own name.

2.2.18 To promote the interests of members in all respects and to do all such other lawful things as may appear advisable in order to protect directly or indirectly the interests of the members and generally to achieve the objects set out in 2.1.above.

2.2.19 To bring to the attention of other bodies or corporations or associations involved in the administration or betterment or  furtherance of the diamond, precious stones and jewellery trade, any information relating to the creditworthiness or business conduct of persons with whom they or their members or their business/trade associates are likely to deal, in order to assist them in determining the reliability or otherwise of such persons.

     
 

3. CLASSES OF MEMBERSHIP

     
  3.1 The Club shall consist of the following classes of Membership.
   
3.1.1  Full Dealing Member

Any person who has traded in diamonds or coloured gem stones or jewellery for at least two years and has satisfied the Membership Sub-Committee that:

3.1.1.1 He understands diamonds or coloured gemstones or jewellery and the ethics of the trade.   

3.1.1.2 He is a man of integrity with an untarnished business reputation.

3.1.1.3 He or his guarantor has sufficient working capital to maintain a trading business in diamonds or coloured gemstones or jewellery.

3.1.2   Intermediate Member

Any person who is unable to satisfy the Membership Sub-­Committee in all the criteria required for a Full Dealing Member

3.1.3  Overseas Member

Any person who satisfies the Membership Sub-Committee in all the criteria required for a Full Dealing Members save that he is not ordinarily resident in the Republic of South Africa, Nambia, Botswana, Lesotho or Swaziland.

3.1.3.1 If an applicant resides in a country where there is no Bourse affiliated to the World Federation of Diamond Bourses, he shall be proposed by three independent members who shall have had regular business dealings with him for not less than three years notwithstanding the provisions of clause 4.1.2  hereunder

3.1.3.2 If an applicant resides in a country where there is a bourse affiliated to the World Federation of Diamond Bourses, he shall be required to be a member of such Bourse unless he was a Full Dealing Member resident in South Africa and wishes to be reclassified as an Overseas Member.

3.1.4  Broker Member

Any person who otherwise satisfies the Membership Sub-­Committee that he qualifies as a Full Dealing Member or Intermediate Member but whose modus operandi is that of a Broker.  The Seller should be obliged to pay the Broker an agreed commission

3.1.4.1 A Broker Member may not trade on his own account but may act only as a Broker. The Seller's invoice shall be delivered by him to the Buyer unless the Membership Sub-Committee authorises to the contrary.

3.1.5   Honorary Member

The Committee shall be entitled for such reasons as it deems fit to appoint persons (whether Club members or not) to hold Honorary Office or Honorary Life Office. Any person so appointed shall during the period of his Honorary Office be entitled to enjoy all the rights and privileges of full Membership and shall be subject to the terms of this Constitution save and except that:-

3.1.5.1 He shall not be required to make payment of subscriptions or other dues to the Club.

3.1.5.2 He shall not be entitled to any voting rights nor be eligible for election or appointment to the Com­mittee.

3.1.6   Service Member

Any person who has satisfied the Membership Sub-Committee that;

3.1.6.1 He is a man of integrity with an untarnished business reputation.

3.1.6.2 He (or his company) performs a service to the diamond or coloured gem stones or jewellery industry (e.g. laboratory certification) considered to be necessary or desirable. 

3.1.7  Representative Member

A Full Dealing member shall be entitled to appoint a Representative  member or members who is required to satisfy the Membership Sub-Committee that:-

He understands diamonds or precious stones, or jewellery and the ethics of the trade.

He is a man of integrity with an untarnished business reputation.



3.1.7.1 Such Full Dealing Member shall be required to lodge with the Club a signed written form of indem­nity binding him to honour each and every contract, dealing, transaction, negotiation and obligation which may be entered into or acceded to by the proposed Representative member in the course of trading.

3.1.7.2 A Representative member will be allowed to trade only on behalf of his principal and shall have no voting rights in Club affairs

3.1.8  Retired Member

Any member who has satisfied the membership Sub-Committee that he has on account of age or infirmity or other similar good reason retired permanently from active participation in the trade.

The fees payable by a Retired member will be equal to those fees payable by other classes of Member.  The Committee reserves the right to waive the payment of membership fees in deserving cases.

     
  4. GENERAL PROVISIONS REGARDING MEMBERSHIP
     
  4.1 Application For Membership
   
4.1.1 Application for membership (other than Honorary) shall be made in writing on such form as is approved from time to time by the Membership Sub-Committee, which shall be established by the Committee in terms of clause 6.6.1 hereunder.

4.1.2 Such application shall bear the name and signature of two members of the Club, one of whom shall be the Applicant's proposer and the other his seconder. The applicant shall be personally known to the proposer and seconder who shall not otherwise propose or second.

4.1.3 Such application shall be lodged with the Secretary and shall be accompanied by payment of the entrance fee.  Thereupon the Secretary shall post the application on the Club's Notice Board together with such details which the Membership Sub-Committee deems necessary, for a period of not less than one month in order to afford members the opportunity of objecting to the applicant's election.

4.1.4 The membership Sub-Committee of  the Club shall within sixty (60) days consider the Applicant's application for membership in order to satisfy itself that the Applicant is possessed of the necessary qualifications entitling him to seek membership of the Club and that he is in no way disqualified in terms of the Constitution to seek such membership. If it considers that the Applicant is entitled to election the Chairman of the Sub-Committee shall report thereon to the Committee giving the class of membership which the Sub-Committee recommends.

4.1.5 The Committee of the Club (whose quorum for such purpose shall not be less than 60% of its membership) shall consider the Applicant's application together with any objec­tion which may have been made thereto, together with the Sub-Committee's recommendation. The Committee shall be entitled to accept, reject or defer such application for membership or grant the Applicant a class of membership other than that for which he applied. The decision of the Committee shall be arrived at by secret ballot and no candidate shall be elected unless he has received a majority of not less than three votes and accordingly a lesser majority shall be deemed a rejection of the application. Such decision of the Committee shall forthwith be conveyed in writing to the Applicant by the Secretary

4.1.6 In the event that an Applicant's application for membership has been accepted, he shall be obliged within one month of the despatch to him of a notification to such effect to make payment of his subscription to the Club at the rate herein­after set out. Pending such payment he shall not be entitled to make use of the privileges of membership and in the event that he fails to make payment within such month, his election to membership shall automatically become null and void, and in such event, the entrance fee paid by him shall be forfeit to the Club.

4.1.7 A newly elected member shall be required to serve a probationary period of membership of one year. During this period he shall not be entitled to vote or hold office, and the Committee shall be entitled to terminate his membership without assigning any reason therefor. The provisions of clause 4.1.8 regarding claims against the Club shall mutatis mutandis apply.

4.1.8 If at any time after the election of an applicant to membership, it shall appear that he has been elected under a misinterpretation or mistake as to his identity or owing to materially incorrect information having become known to it, the Committee shall be entitled to cancel the Applicant's election to membership.  In such event such Applicant (then a Member) shall therefore cease to be a member and shall have no claim whatsoever against the Club howsoever, arising from such cancellation and whether for damages, return of entrance fees and/or of subscription or otherwise, provided that the Committee shall nevertheless be entitled in its own sole and entire discretion to make an ex gratia refund to him in such an amount as it may consider proper.

4.1.9 No Applicant whose application for membership has been rejected shall be entitled again, to apply for membership before the lapse of a period of six (6) months reckoned from the date of the last rejection of his application for membership

4.1.10 The Membership Sub-Committee shall be entitled to investi­gate and make decisions on all matters relating to the status of members and reclassifying of members, save that on admission, suspension, termination and re-admission it may make recommendations to the Committee which shall make such decisions. The Membership Sub-Committee shall be entitled to call for guarantees and require trading conditions such as All Risks Insurance to be met if necessary.

4.1.11 Any decision of the Membership Sub-Committee may be reviewed by the Committee on written application setting out the grounds therefor.

  4.2 Disqualification of Members

Notwithstanding anything to the contrary contained herein, none of the following persons shall be eligible to apply for membership or continue as a member of the Club.

4.2.1 A person who is sequestrated either provisionally or finally or surrenders his estate as insolvent or compounds or seeks to compound with his creditors.

4.2.2 An unrehabilitated insolvent, unless (but in the sole discretion of the Committee of the Club), he shall have effected a compromise with his creditors and payment in terms of the compromise shall have been effected by him or secured to the satisfaction of the Committee.

4.2.3 A director of a Company which is or was engaged in the diamond or coloured gemstones or jewellery industry trade or undertakings against which a final order of liquidation has been granted or which has resolved voluntarily to wind itself up or seeks to compound with its creditors, unless such Company shall have paid its debts in full or  (in the discretion of the Committee of the Club) effected a compromise with its creditors payment whereunder has been made in full or guaranteed to the satisfaction of the Committee.  Should such company not be engaged in the diamond or precious stones or jewellery industry, trade or undertakings the Committee shall have the discretion whether or not to apply the provisions of this section to such member.

4.2.4 Persons who have been expelled from and not reinstated to membership of a recognised diamond club or bourse affiliated to the World Federation of Diamond Bourses.

4.2.5 Persons who have been suspended from and not yet reinstated to membership of a recognised diamond club or bourse affiliated to the World Federation of Diamond Bourses

4.2.6 Persons who have been convicted of such offence which in the sole and absolute discretion of the Committee of the Club renders them undesirable as members.

  4.3 Expulsion and Suspension
   
4.3.1 A member of the Club shall be liable to expulsion or his membership to suspension by the Committee in any of the following eventualities, namely:-

4.3.1.1 If he is a person disqualified for membership in terms of clause 4.2 above, or no longer fulfills the conditions of clause 3.1.

4.3.1.2 If he shall fail to make payment of his subscrip­tions to the Club within two months of the due date thereof or of a levy duly imposed by the duly determined date of payment or any other sum due to the Club and shall fail to remedy such default within one month of written demand or electronic demand for same at his last known address and posting of his name on the Club notice board. The Club may furthermore take such steps as it deems fit to recover such sums.

4.3.1.3 If he shall be found guilty (either personally or by virtue of his being a Director of a Company conducting business in the diamond or precious stones or jewellery industry trade or under­takings) by the Committee or any Sub-Committee of any misconduct or misdemeanour and the decision of such Committee or Sub-committee was or included a recommendation that he be expelled or suspended by the Committee of the Club.

4.3.2 A member of the Club shall automatically be expelled or his membership suspended for a like period as the case may be in the event of such member having been expelled or suspended from membership of a recognised diamond club or bourse to which the Club may be affiliated and such expulsion or suspension shall take effect immediately upon the Club being notified of the decision of such club or bourse so affiliated.

4.3.3 The terms of clause 4.5.5. shall apply mutatis mutandis to the member who has been expelled and/or suspended.

4.3.4 If a member has been suspended he shall nevertheless be liable for all obligations due under this Constitution whether arising before or after his suspension (including those set out in clause 4.5.5 mutatis mutandis).  He shall further have no rights such as voting or attendance at meetings or functions or activities which he would otherwise have had.  The Committee of the Club shall be the final arbiter in determining whether such member has any other right which he may wish to exercise.

  4.4   Readmission to Membership

The Committee of the Club shall be entitled in its sole and entire discretion to readmit to membership any former member whose membership has been terminated for any reasons whatsoever and upon such terms and conditions as it deems fit and likewise to lift any suspension imposed upon any member.

  4.5  Resignation of Membership
4.5.1 Any member intending to resign his membership shall notify the Secretary in writing to that effect and the Secretary shall table such request before the Membership Sub-Committee.

4.5.2 In the event of his notification being received by the Secretary after the 31st December each year he shall nevertheless remain liable for payment of his subscriptions for the ensuing year unless the Membership Sub-Committee decides to the contrary.

4.5.3 No resignation of any member shall be deemed to be or shall become effective unless and until it be accepted by the Committee of the Club which shall, however, be obliged to accept such resignation after expiry of a period of one year reckoned from the date of notification thereof.

4.5.4 The Committee of the Club may in its sole and entire discretion refuse to accept any resignation unless it be accompanied by payment of all amounts owing by the member to the Club including subscriptions for the current year and in such event the  member shall continue to be liable to make payment of his subscription and any levy which may thereafter be imposed by the Club.

4.5.5 Notwithstanding suspension, expulsion or the acceptance by the Committee of a member's resignation, a member shall be subject to the arbitration and disciplinary provisions of this Constitition exactly as if he were still a member in respect of:

4.5.5.1 Any claim or complaint or arbitration proceedings already instituted against him as at the date of his resignation.

4.5.5.2 Any act or omission which occurred while he was member and in respect whereof arbitration or disciplinary proceedings could have been instituted against him prior to his resignation.

  5. FINANCE
     
  5.1 Levy

The Committee of the Club may impose a levy and if it so desires in differing amounts payable by each class of member and determine a date on or before which such levy is payable. Failure by any member to make payment of such levy shall be treated as a failure to make payment by a member of his subscription and shall give rise mutatis mutandis to the procedure and consequences contained in Clause 4.3.1. hereof.

     
  5.2 Entrance Fee.

The following entrance fee shall be payable by any person elected to membership of the Club, namely:-

5.2.1 For all classes of membership such fee or fees as the Committee may from time to time determine, subject to 5.2.2.

5.2.2 For Representative member : Nil
           
Such entrance fee shall be payable simultaneously with the submission of an application for membership and in the event of his application for membership being rejected shall be refunded by the Club to him in full.

  5.3 Subscriptions
   
5.3.1 The Committee shall from time to time determine the annual subscriptions payable by the various classes of membership.

Provided that for any incomplete period of less than a year a member shall be liable for a quarter of his subscription for each calendar quarter or part thereof in respect of which he is a member.

5.3.2 All subscriptions shall be payable yearly in advance on the first day of each calendar year.

  6. COMMITTEE OF THE CLUB AND OFFICE BEARERS
     
  6.1 The Committee
   
6.1.1 The Committee of the Club shall consist of a Chairman, a Vice-Chairman and eleven (11) members to be elected as hereinafter provided.

6.1.2 The Committee shall if so directed as hereinafter provided by an Annual General Meeting appoint by co-option a shortfall in its members arising from an insufficient number having been elected at such Annual General Meeting.

6.1.3 So long as the Committee shall not be less than seven (7) members it shall be entitled to fill any casual vacancies in its members by way of co-option.

6.1.4 The Committee shall have power to act notwithstanding any vacancy or vacancies in its number provided that its number shall not have been reduced to less than seven (7) in which event the Committee shall forthwith but upon the giving of due notice convene a special general meeting of the Club for the purpose of electing sufficient additional members so that the Committee shall again consist of a total of thirteen members.

6.1.5 The Committee may grant leave of absence from meetings to any of its members for a period not exceeding six (6) months and in such event may co-opt a temporary Committee member in his stead but subject to the condition that at no time shall there be more than three members co-opted  serving on the Committee.

6.1.6

The office of any member of the Committee shall be vacated in any one of the following eventualities, namely:

6.1.6.1 Termination for whatsoever reason of his membership of the Club.

6.1.6.2 On his membership being suspended.

6.1.6.3 In the event of his absenting himself at three consecutive meetings of the Committee without cause accepted as reasonable by the Committee.

6.1.6.4 If he tenders his resignation which shall be by way of giving one week's 'written notice to such effect.

  6.2 Election of Chairman and Vice-Chairman
   
6.2.1 The Chairman and Vice-Chairman shall be elected by secret ballot at alternate  Annual General Meetings of the Club and shall hold office for two years.

6.2.2 Nominations to the offices of Chairman and Vice-Chairman shall be in writing duly signed by a proposer and seconder each of whom shall be a member of the Club entitled to vote and by the member nominated signifying his willingness to stand for election, and shall be submitted to the Secretary not less than five (5) working days before the date of the Annual General Meeting at which the occupant of such office is to be elected.  

6.2.3 The Chairman and Vice-Chairman shall have served on the Committee for at least one (1) year.

6.2.4 The Secretary shall not less than five (5) working days before the date of the Annual General Meeting post on the Club Notice Board a list of members nominated for office of Chairman and Vice-Chairman.

6.2.5 No member of the Club shall hold office as Chairman or Vice-Chairman for a period longer than two consecutive terms of office but such member may however, be again elected Chairman or Vice-Chairman after the expiry of one year from the date upon which he last held such office. These provisions shall not apply should the Chairman at the time be President, Vice President or a member of the Executive Committee of the World Federation of Diamond Bourses.

6.2.6 A member who was unsuccessful in the election  for Chairman  shall automatically be entitled to stand for election as Vice Chairman.

  6.3 Election of Remaining Members of the Committee            
   
6.3.1 Provided that they are otherwise eligible in terms of this Constitution and in good standing the following shall be the members who may participate as candidates for election as the remaining eleven members of the Committee of the Club at each Annual General Meeting namely:- 

6.3.1.1 All members of the Committee whose term of office expires at such Annual General Meeting and who are available for re-election.

6.3.1.2 All unsuccessful candidates for the Office of Chairman and Vice-Chairman who are to be elected at such Annual General Meeting.

6.3.1.3 All other persons nominated to hold office as members of the Committee of the Club provided that such nominations shall have been in writing under the hand of a proposer and seconder both of whom shall be members entitled to vote and that such nomination shall have been delivered to the Secretary not less than five working days prior to the Annual General Meeting.

6.3.2 Such candidates for election shall be listed on a ballot paper which ballot paper shall be issued to each member of the Club present at the Annual General Meeting and entitled to vote and who shall indicate by cross for whom he votes.

6.3.3 A member shall not cast a number of votes greater than the number of vacancies on the Committee and shall not be entitled to allocate more than one vote to any candidate and in the event that he does his ballot paper shall be deemed to be spoilt and the votes cast disallowed.

6.3.4 Candidates (to the number of the members of the Committee to be elected) securing the highest number of votes shall be deemed and declared to be elected.

6.3.5 Two scrutineers appointed by the Meeting shall count the ballot papers and their decision shall be final.

6.3.6 Where there is a tie between two or more candidates in the voting and there are not sufficient vacancies in respect of such candidates, a further ballot shall be taken in order to select the number of persons required from those who tied as aforesaid.

.6.3.7 The eleven members so elected shall hold office for a period of one year until the ensuing Annual General Meeting.

6.3.8 If for any reason whatsoever there shall be eleven or less than eleven candidates standing for office as members of the Committee of the Club then:-
6.3.8.1 All such persons so standing shall forthwith be declared elected.

6.3.8.2 In respect of the shortfall such Annual General Meeting shall be entitled notwithstanding anything to the contrary herein contained to appoint eligible members to hold office or to authorise immediate nominations for a further ballot or to authorise the Committee to fill such shortfall by co-option.

6.3.9 The Secretary shall not less than five (5) working days before the date of the Annual General Meeting post on the Club Notice Board a list of candidates for election of Committee members.

  6.4 Election of Treasurer

At its first meeting to be held immediately after the conclusion of the Annual General Meeting at which it was appointed, the Committee of the Club shall select a Treasurer of the Club. In the event of there being more than one nomination an election shall be held and voting shall be by show of hands unless any member shall require that it be by secret ballot in which event there shall be a secret ballot

  6.5

Powers of the Committee of the Club
.
The entire management and control of the Club shall be vested in the Committee and the Committee shall have full power and authority to do any act, matter or thing which could or might be done by the Club except as otherwise specially provided in this Constitution and without in any way limiting such powers and authorities, the Committee shall have the following special powers:-

6.5.1 To make, vary and repeal bye-laws for carrying out the provisions contained in this Constitution, for the management of the affairs and the use of the premises of the Club by its members and generally for all matters connected with the Club, provided that such bye-laws do not conflict with this Constitution.

6.5.2 To sell, lease, alienate or otherwise dispose of any part or parts of the movable or immovable property of the Club as it may think most beneficial to the Club, and to apply the consideration arising therefrom as it may think most advan­tageous to the Club, but the Committee shall not have the power to dispose of the whole of the movable and immovable property of the Club unless such sale is ratified and confirmed by a Resolution passed by a majority of not less than two-thirds of the votes of the members present at an Extraordinary General meeting of the Club called for that purpose or present at an Annual General Meeting on which agenda this item appears.

6.5.3 To appoint attorneys, agents, secretaries, officers, clerks and servants for permanent, temporary or special services, as it may think fit, to invest them with such powers as it may think expedient, to determine their duties and fix and vary their salaries and to such amounts as it may think fit, and in its discretion to terminate such appointment or appointments.

6.5.4 To institute, conduct, defend, compound or abandon any legal or arbitration proceedings by or against the Club, or its officers or otherwise, concerning the affairs of the Club, and also compound and allow time for payment or satisfaction of any debts due to the Club, and of any claims or demands by the Club.

6.5.5 To make and give receipts, releases and other discharges for monies payable to the Club, and for the claims and demands of the Club, and except where otherwise provided in these Rules, such receipts shall be signed by the Secretary or some person lawfully acting in the place of such Secretary.

6.5.6 To open one or more banking accounts in the name Of the Club and to operate on and overdraw the same, and to draw accept, endorse, make and execute bills of exchange, promis­sory notes, cheques, and other negotiable instruments con­nected with the business of the Club.

6.5.7 To invest and deal with any moneys of the Club not immediately required for the purposes of the Club upon such securities and upon such terms as it may think fit, and from time to time to vary or realise such investments.

6.5.8 To borrow or raise money in such a manner as it may think fit, and upon such terms and conditions as it may think fit, and as security for any monies so borrowed or raised to mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Club, present or future, upon such terms and conditions as it may think fit

6.5.9 To delegate to any Sub-Committee all or any of the authorities by these presents conferred on the Committee and upon such terms and conditions as the Committee may from time to time impose, including the right to such Sub-Committee to co-opt additional members.

6.5.10 To appoint officials of the Club, to determine their duties and the terms and conditions of employment.

6.5.11 To consider and determine all applications for membership.

6.5.12 To institute disciplinary proceedings against members in respect of misdemeanours, unfair business conduct and lack of ethics, to impose penalties, and to expel or suspend members from membership.

6.5.13 To determine all matters in connection with the re-admission of an expelled or suspended member.

6.5.14 The Committee shall be the body responsible for the adminis­tration and interpretation of the Constitution and any of the paragraphs thereof.

6.5.15 To deal with all other matters in connection with the Club except those expressly reserved for determination by a General Meeting of members.

6.5.16 Generally to do or perform all acts necessary to ensure the fulfillment of the Objects of the Club as set out in clause 2 hereof.

  6.6 Sub-Committees
6.6.1 There shall be the following Sub-Committees to the Committee of the Club, namely:-
Arbitration Sub-Committee
Disciplinary Sub-Committee
 Judicial Sub-Committee
Membership Sub-Committee
as more fully set out herein.

6.6.2 In addition the Committee of the Club shall be entitled in terms of Clause 6.5.9 above to appoint such further Sub­ Committees as it may deem fit.

  6.7 Arbitration Sub-Committee
   
6.7.1 Election
6.7.1.1 The Arbitration Sub-Committee shall consist of seven Full Dealing members of the Club in good standing who shall be elected to hold office as such by members at the Annual General Meeting and who have been nominated in writing not less than five (5) working days prior to the Annual General Meeting by a member proposing and a member seconding, both of whom shall be entitled to vote.

6.7.1.2 Such candidates for election shall be listed on a ballot paper which ballot paper shall be issued to each member present at the Annual General meeting and entitled to vote and who shall indicate by cross for whom he votes.

6.7.1.3 A member shall not cast a number of votes greater than seven and shall not be entitled to allocate more than one vote to any candidate and in the event that he do so his ballot paper shall be deemed to be spoilt and the votes cast disallowed

6.7.1.4 The seven candidates securing the highest number of votes shall be deemed and declared to be elected

6.7.1.5 Two scrutineers appointed by the Meeting shall count the ballot papers and their decision shall be final.

6.7.1.6 Where there is a tie between two or more candidates in the voting and there are not sufficient vacancies in respect of such candidates, a further ballot shall be taken in order to select the number of persons required from those who tied as aforesaid.

6.7.1.7 The seven members so elected shall hold office for a period of two years until the ensuing Annual General Meeting subject to any of their comple­ting any Arbitration proceedings in progress.

6.7.1.8 If for any reason whatsoever there shall be less than seven candidates standing for office then:-

6.7.1.8.1 All such persons so standing shall forth­with be declared elected.

6.7.1.8.2 In respect of the shortfall such Annual General Meeting shall be entitled notwithstanding anything to the contrary herein contained to appoint eligible members to hold office or to authorise immediate nominations for a further ballot or to authorise the Committee to fill such shortfall by co-option.

6.7.1.9 The Secretary shall not less than five (5) working days before the date of the Annual General Meeting post on the Club Notice Board a list of candidates for election to the Arbitration Sub-Committee.

6.7.1.10 The Committee shall appoint a Chairman of the Arbitration Sub-Committee from the members elected to such Sub-Committee. The Chairman of the Club may not be elected to the Arbitration Sub-Committee.  Voting shall be by show of hands unless any member requires that it be by secret ballot in which event it shall be by secret ballot.

6.7.2 Operation
6.7.2.1 The function of the Arbitration Sub-Committee shall be to act as Arbitrators for the purpose of determining disputes as more fully set out hereunder.  The procedures for the hearing of such disputes and all matters pertaining to the conduct of such disputes, shall be determined by the Committee from time to time, which shall issue a list of such procedures.  Any matters not provided for may be decided by the Committee or delegated by it or the Chairman for decision by the Judicial Sub-committee, which shall be responsible for administrative matters.

6.7.2.2 Any member who alleges a dispute with another member shall not resort to legal action but may request arbitration by lodging in writing with the Club details of such dispute and the relief sought.  If denied the right to use the Club's arbitration facilities for reasons stated by the Club to him and the other member , he may take such legal action as he wishes. 

6.7.2.3 A member of the Club who institutes legal proceedings against any other member of the Club concerning a dispute which should have properly been referred to the Club for arbitration and which legal proceedings have not been authorised as contemplated by Clause 6.7.2.2. above shall himself be guilty of a breach of this Constitution and shall be liable to disciplinary action. Such member against whom such legal proceedings have been instituted shall have and retain all his rights to have the dispute dealt with as contemplated by this Constitution.

6.7.3 Jurisdiction

6.7.3.1 Every member of the Club shall be deemed from the date of his admission to have read and understood the contents of this Constitution and to have submitted himself to these arbitration provisions.  Every member consents to the arbitration being held in Johannesburg.  The term “member” furthermore includes any member of an association referred to in Clause 6.7.3.5 (b).

6.7.3.2 Every member shall be subject to the jurisdiction of the Arbitration Sub-Committee not only in any dispute to which he himself is personally a party but also in any dispute to which the business in which he is interested or the company of which he is a shareholder or director is a party and as if in such latter event the transaction or negotiations or act or omission or incident which led to the dispute took place with him personally.

6.7.3.3 A member shall be personally liable and obliged to comply with and implement any award made by the Arbitrators in a dispute to which he was deemed to be a party by virtue of the aforegoing.

6.7.3.4 The nature of any dispute which shall be submitted to arbitration shall be any dispute between members (defined as in sub-clause 6.7.3.2 above) arising from or forming part of any transaction or negotiation or act or omission or incident howsoever connected directly or indirectly with or relating to the diamond or precious stones or jewellery industry, trade or undertakings.

6.7.3.5 Notwithstanding anything herein before contained the Committee or Judicial Sub-Committee shall be entitled in its discretion to apply the provisions of this Constitution to a dispute alleged and relief sought by:
a. A non- member of the Club against a member who has consented in writing to such dispute and relief sought being referred to the Club.

b.

A member of the Diamond Council of South Africa, who is not a member of the Club; provided that such association's Constitution provides that such dispute and relief may be referred to the Club for arbitration purposes.  

These provisions shall be deemed to be a stipulation for the benefit of such non-member who shall acknowledge in writing that he agrees to be bound by the terms of this Constitution and the Arbitration proceedings as conducted by the Club as if he were a member.

6.7.3.6 Save as herein provided, Arbitration proceedings are subject to the provisions of any relevant legislative enactments current at the time, inter alia, the Arbitration Act No. 42 of 1965 as amended, or any repealing or succeeding Act.

6.7.3.7 The decision of the arbitrators shall in any dispute be final and binding upon the parties thereto.  Neither they, the Club or any of its officials shall be liable to any party for any act or omission relating to any arbitration proceedings or the performance of any functions or duties thereunder.

6.7.3.8 Each member shall be bound by the arbitration rules of the World Federation of Diamond Bourses and in particular article 4 of its Inner Rules, and where required by local laws, subject to the mutual binding of a member of another bourse likewise being so bound.

  6.8

DISCIPLINARY SUB-COMMITTEE

6.8.1 The Disciplinary Sub-Committee shall consist of such members who from time to time comprise the Arbitration Sub-Committee, save that the Club Committee shall elect one of such members to be the Chairman of the Disciplinary Sub-Committee which member shall not be the Chairman of the Arbitration Sub-Committee. Voting shall be by show of hands unless any member requires that it be by secret ballot in which event there shall be a secret ballot.

6.8.2 The function of the Sub-Committee shall be to investigate the conduct of any member (whether on written complaint received or whether of its own accord) should it have reason to believe that such member has been involved in misconduct, misdemeanor, dishonesty, unfair trade practice, lack of ethics, misrepresentation, defamation of another member, introducing undesirable persons onto Club premises, failing to report any misconduct as detailed herein to the Club or breaches of the Club's Constitution, Rules or Directives issued by the Committee or any Sub-Committee, or any other matter arising from or in connection with a complaint and shall likewise be free to investigate any matter of whatsoever nature which comes to its attention.

6.8.3 Written notice of the date, time and place of such hearing shall be given to the accused member and the complain­ant and witnesses if any.

6.8.4 At the hearing the accused member shall be asked to plead guilty or not guilty to the complaint. If he pleads guilty no evidence need be led, unless desired by the Sub-Committee. He shall then be found guilty and after allowing an address in mitigation, the Sub-Committee shall impose its punishment.

6.8.5 If the accused member pleads not guilty, the complainant and witnesses shall give evidence and be cross examined by the accused member and examined by the Sub-Committee.

6.8.6 After the conclusion of evidence against him the accused member shall be entitled if he so wishes to apply for the complaint against him to be dismissed.  If this is disallowed he may choose to give evidence and may call witnesses subject to cross examination by the complainant and examination by the Sub-Committee.

6.8.7 At the conclusion of evidence the complainant and the accused member may address argument to the Sub-Committee which shall thereafter give its finding.  Should its verdict be one of guilty the accused member may make an address in mitigation whereafter the Sub-Committee shall impose its punishment.

6.8.8 Any party to the proceedings including witnesses shall be entitled to legal representation as afforded to him by the Constitution of the Republic of South Africa.

6.8.9 The accused member shall be entitled to request the recusal of any member of the Sub-Committee on grounds stated and the Sub-Committee (including the member concerned) shall make a decision thereon which shall be final and binding. The Sub-Committee (if necessary the Chairman) shall have the power to co-opt any other Club Committee member to ensure that a quorum is available.

6.8.10 The Sub-Committee shall have the right to summon any member or other interested party to appear at the hearing of the investigation.

6.8.11 The Sub-Committee shall have the right to make summary decisions on any conduct as detailed in sub-clause 6.8.2. above which shall occur or emanate in any proceedings before it.

6.8.12 The Sub-Committee shall have the right to mete out such punishment as it may in its sole and entire discretion deem fit whether by way of fine which shall accrue to the Club, compensatory fine, which shall accrue to an aggrieved party, specific performance such as a letter of apology or return of property, suspension of membership (which shall be confirmed by the Committee),or recommendation to the Committee for expulsion from the Club, which powers as stated in no way exclude the Sub-Committee from imposing any other punishment it may deem fit. It shall further be entitled to make any award for costs against any party to the proceedings as it in it discretions, deems fit.

6.8.13 The administrative functions of the Disciplinary Sub-Committee shall be performed by the Judicial Sub-Committee.

  6.9 General Provisions In Regard To Sub-committees

6.9.1 Each Sub-Committee (other than the Arbitration and Disciplinary Sub-Committees) shall comprise of so many members as the Committee may decide.

6.9.2 A quorum for each meeting of any Sub-Committee shall be a majority of the members thereof who may then exercise the powers of such Sub-Committee.

6.9.3 The Chairman of each Sub-Committee shall at each Commit­tee meeting report on the activities of his Sub-Committee.

  6.10 Duties of Office Bearers

The Office Bearers of the Committee shall consist of the Chairman, the Vice Chairman and the Treasurer and their respective duties shall be as follows: -

6.10.1 Chairman

The Chairman shall preside at all meetings at which he is present enforce due observation of the Constitution of the Club and the Rules of Procedure, sign minutes of Meetings after confirmation, sign such documents as are detailed in the Constitution of the Club, generally exercise supervision over the affairs of the Club and perform such duties as by usage, custom or necessity pertaining to the office of Chairman. He shall ex officio be a member of all Sub- Committees save for the Arbitration and Disciplinary Sub-Committee.

6.10.2 Vice Chairman

The Vice Chairman shall exercise the powers and perform the duties of Chairman in the absence of the latter and shall also assist the Chairman in the exercise of his general duties.

6.10.3 Treasurer

The Treasurer shall exercise a general supervision in regard to the funds of the Club and its expenditure, shall do all things usually done by the Treasurer of a Club having similar objects and shall at each monthly meeting of the Committee present a monthly statement of account of the funds of the Club and in particular of its revenue and expenditure during the immediately preceding month.

  6.11 Duties of the secretary

The Secretary shall keep such books of account as the Committee determine, receive requisitions for meetings, deal with and conduct all correspondence of the Club, properly file originals of letters received and copies of those despatched, place before each meeting of the Committee all such correspondence not dealt with by any previous Committee, attend all Committee and General Meetings, keep an accurate record of the minutes of such meetings, keep a proper register of members which register shall contain all material information relating to such members, particularly a record of the subscriptions payable and actually paid by each member and the periods in respect of which payments have been made or are payable, issue official receipts for all monies received, bank all monies immediately upon receipt, submit reports in regard to the financial position of the Club to the Committee at least once every three months, prepare a balance sheet and statement of income and expenditure, perform such other duties as the Committee or a General Meeting may direct and generally do all things usually done by the Secretary of a Club. The Secretary may resign from office on giving one month's notice in writing to the Committee and the Committee may discharge the Secretary on similar notice provided however that the Secretary may be summarily dismissed for serious neglect of duty, desertion or misconduct or such other cause lawfully entitling the Committee summarily to dismiss the Secretary.

  6.12 Committee Meetings

6.12.1 Regular meetings of the Committee shall be held at the Club premises upon such date and at such time as shall be fixed by the Chairman in consultation with the Committee provided that the period between two such consecutive meetings shall be not less than two weeks and not more than eight weeks. In addition:-

6.12.1.1 The Committee itself or the Chairman on a requisition in writing signed by not less than three (3) members of the Committee shall  be entitled to convene a meeting.

6.12.1.2 The Chairman if he considers it necessary or urgent shall be entitled to convene a meeting.

6.12.2 The Secretary shall notify the members of the Committee of the Agenda for any meeting. Notice of meeting setting forth the Agenda and any other relevant matters shall be despatched at least five (5) working days before the date of such meeting. In urgent or extraordinary circumstances a lesser period may be authorised by the Chairman or the Office Bearers.

6.12.3 The quorum for a meeting of the Committee shall be 60% of the membership of the committee. If within thirty minutes of the time fixed for a meeting a quorum is not present, the meeting shall stand adjourned to the same day in the week following unless such details upon a public holiday in which event it shall stand adjourned until the next working day immediately after the said holiday. Due notice of such adjourned meeting shall be given and those present at the said adjourned meeting shall constitute a quorum.

6.12.4 All matters for decision by the Committee or by a Sub-Committee shall be decided by a majority vote of those present but the Chairman of the Committee or each Sub-Committee shall have a casting vote in addition to his deliberative vote.

  6.13 Signature on Cheques

All cheques or other negotiable instruments shall bear the signature of any Office Bearer and the Secretary or his designate who is approved by the Committee.

  6.14 Meetings

6.14.1 An Annual General Meeting of members shall be held once in each calendar year at a time and place fixed by the Committee but no later than four months after the end of the Club's financial year.

6.14.2 The business to be conducted at an Annual General Meeting shall be:-

6.14.2.1 To receive and consider a report of the affairs of the Club and to receive and consider the auditors' report and financial statement.

6.14.2.2 To appoint an Auditor or Auditors and to fix his or their remuneration.

6.14.2.3 To elect a Chairman, Vice Chairman, Committee and Arbitration Sub Committee for the ensuing year.

6.14.2.4 To consider and pass, with or without amendment, or to reject any proposed resolution submitted to the Meeting, and concerning the affairs of the Club, of which due notice has been given.

6.14.2.5 To consider any other business of whatsoever nature which may necessarily and properly be considered at a General Meeting of members.

6.14.3 The Club Committee may at any time call an Extraordinary General Meeting of the Club on giving at least fourteen days notice, specifying the object for which the Meeting is called. The Committee shall in like manner call such Meeting on receipt of a requisition signed by fifteen members specifying the object for which such Meeting is called. Subject to the powers of the Club Committee as stated in the next rule, no business other than that so specified shall be transacted at such Meeting but any resolution strictly relating to such business may be submit­ted to such Meeting.

6.14.4 The Committee may at any General Meeting of members bring forward any business which it considers urgently requires decision or action.

6.14.5 Notice of any General Meeting shall be given in such a form as shall be prescribed by the Committee and shall be despatched to members not less than fourteen days before the date of the meeting. Shorter notice may be authorised by the Chairman for an Extraordinary General Meeting where the circumstances are urgent or extra-ordinary.

6.14.6 All notices of motion to be submitted to any General Meeting shall be in writing. The said notices shall be read out at the meeting and must thereafter be proposed and seconded. No member shall be allowed to speak for longer than five minutes on any matter unless a majority of those present agree to one extension of time limited to a further five minutes. The Chairman presiding at any meeting shall follow and observe the accepted rules of procedure where such rules have not been laid down in the Constitution. The Chairman may in his discretion put the matter of procedure to the Meeting for decision by a majority vote.

6.14.6.1 All matters to be determined at any General Meeting shall be decided by a majority vote of those present. Decisions shall be taken by a show of hands each member having one vote unless in terms of the Constitution a secret ballot shall be taken in which event each member present shall similarly be entitled to one vote. Any suspended member or any member in arrears with any payment due to the Club shall not be entitled to vote.

6.14.6.2 Any member ordinarily resident further than 100 km from the offices of the Club shall be entitled to appoint in writing a proxy, being a member in good standing, who may vote on his behalf at a forthcoming General meeting, provided such proxy is lodged with the Secretary prior to the commencement of the meeting.  A suitable form of proxy shall be circulated with the Notice of Meeting.

6.14.7 The quorum for a General Meeting convened in consequence of a requisition shall be twenty five members and for all other General Meetings fifteen members, provided that, should no quorum be present within fifteen minutes of the time fixed for the Meeting, the Meeting shall in the case of an Annual General Meeting or an Extraordinary General Meeting called by the Committee, be adjourned to a convenient day and hour in the following week and at such adjourned Meeting the members then present shall be deemed to be a quorum for the transaction of all the business of the Meeting. In the case of a General Meeting convened in consequence of a requisition of members, if no quorum be present within fifteen minutes of the time fixed for the Meeting such Meeting shall be finally dissolved and the requisition shall be deemed to have fallen away.

6.14.8 At all General Meetings the minutes of the preceding General Meeting shall be read by the Secretary and submitted by the Chairman for confirmation and adoption. Thereafter the said minutes shall be signed by the presiding Chairman.

6.14.8

The proceedings of any General Meeting or of a vote by show of hands or ballot of members shall not be invalidated by the accidental omission of the despatch or non receipt by a member of the notice of meeting or any other document of any kind whatsoever relating to such meeting.

6.14.9 In addition to those of which the taking of a ballot is compulsory in terms of the Constitution a ballot on any question shall be taken if a General Meeting or the Club Committee so decides and shall also be taken if demanded in writing by not less than twenty members of the Club in good financial standing.

6.14.10 Ballots shall be conducted in the following manner.

Notice of a ballot shall be given to each member of the Club in writing by the Secretary at least fourteen days before the ballot is to be taken provided that the ballot may be taken without notice at any General Meeting in terms of sub paragraph 6.14.11 of this paragraph on the decision of a majority of the members present.  Two scrutineers shall be appointed by the Committee or a General Meeting to supervise any ballot and to ascertain the result thereof. Ballots shall be conducted at the place on the date and during the hours as may be specified in the notice hereinabove referred to. Ballot papers shall be provided by the Committee. One ballot paper only shall be issued on demand at the place and during the hours fixed for the taking of the ballot to each member who is entitled to vote.

Each voter shall in the presence of the scrutineers be issued with one ballot paper which he shall thereupon complete, fold and deposit. in a container provided for the purpose. Ballot papers shall not be signed or marked in any way apart from the mark required to be made by a member in recording his vote. Papers bearing any other mark shall be regarded as spoilt and shall not be counted. The Committee shall be bound to take action according to the decision of the majority of the members voting by ballot.

6.14.11 A motion upon which the decision of the Club has been taken shall not be re-opened for discussion or review until a period of six months has elapsed from the date upon which such motion was considered except on the recommendation of the Committee.

6.14.12 The Chair at all General Meetings shall be taken by the Chairman or failing him by the Vice Chairman, or failing both the Chairman and the Vice Chairman, the members present shall elect one of the members of the Club Committee present at the meeting to be the Chairman of the Meeting. The Chairman of a General Meeting may with the consent of the Meeting, adjourn the same from time to time and from place to place.

  7.

UTILISATION OF FUNDS OF CLUB AND PREPARATION OF ANNUAL BALANCE SHEET

     
  7.1 The funds of the Club shall be applied strictly to the purposes of the Club and such other purposes of the Club as may be decided upon by a General Meeting or by members voting by ballot. True accounts shall be kept of the sums of money received and expended by the Club.

  7.2 The Secretary and Treasurer shall prepare an annual balance sheet and statement of income and expenditure which are to be audited by the Club's Auditors. Certified copies of the said balance sheet and statement of income and expenditure together with a certified copy of the Auditor's report endorsed thereon shall be available at the office of the Club for inspection by members who may make extracts therefrom. Upon termination of membership for whatever cause the member concerned shall no longer have the right of access to the balance sheet and statement of income and expenditure.

  7.3 No profit from the sale of liquor by the Club shall accrue to any individual.

  8. CLUB NOTICES
     
  8.1 General Club notices to members shall be posted on the Notice Board provided for that purpose in the Club premises and notice so given shall be due notice to each member: Each member shall provide the Secretary with an address to which notices other than general Club notices intended for him are to be sent.  The Secretary should be promptly advised by each member should he change his address.   Delivery of all notices, other than general Club notices to members, shall be validly made if posted, or delivered or sent electronically to the addresses furnished by them respectively. Should any member fall to provide an address in terms of this rule, special notices to such members shall be properly delivered if placed in the Club letter rack.

  9. GUESTS
     
  9.1 Members may introduce guests in their company to the Club premises subject to the following:-
9.1.2 No person shall be introduced who has been expelled or who has been called upon by the Committee to resign or whose application for membership has been rejected.

9.2.2 No person who is eligible for Full Dealer membership or Intermediate membership of the Club shall be re-introduced as a guest unless seven full days have elapsed from the date upon which he was last introduced as a guest.

9.2.3 Such guest shall nevertheless be subject to such bye laws, regulations or directions as may from time to time be passed or given as the case may be by the Committee which shall be entitled so to pass regulations or give directions.

9.2.4 No guest shall be permitted to pay for accommodation or for liquor or refreshments supplied.

     
  10. COMPLAINTS AGAINST SERVANTS AND OFFICIALS
     
  10.1 Any member alleging a complaint against a servant or official of the Club, shall make such complaint in writing to the Secretary who shall transmit it to the Chairman. The Chairman shall in his own discretion himself deal with it or submit if for decision to the Committee.

  11. MEMBERS LIABILITY FOR DAMAGE CAUSED
     
  11.1 Members shall pay for the replacing or repairing (as the Committee may determine) of any article the property of the Club. which shall be broken or damaged by them or their guests.

  12. ALTERATIONS TO THE CONSTITUTION
     
  12.1 No alteration to these rules shall be made except by a resolution of members duly proposed and duly passed at a General Meeting. A copy of the proposed alterations shall be posted for a period of not less than fourteen days prior to the date of the meeting on the Club Notice Board and despatched not later than fourteen days prior to the date of such meeting to each member.

  13. OBLIGATION UPON MEMBERS TO OBEY BYE LAWSAND RESOLUTIONS
     
  13.1 Any resolution passed by the members of any General Meeting of the Club as well as all bye-laws for the time being in force, whether affecting these rules or the membership of the Club, shall be binding on every member from the time a copy thereof be circulated to members.  A copy of the Constitution of the Club, shall be delivered to or posted to the address of every new member.

  14. INDEMNITY OF COMMITTEE AND OFFICERS
     
  14.1 The members of the Committee and its Sub-Committees and Secretary and other officers and office bearers for the time being of the Club shall be indemnified and secured harmless (as they hereby are) out of the assets of the Club from and against all actions, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by or by reason of any act done, concurred in or omitted, in or about the execution of their respective duty or supposed duty in their respective offices or trust except such, if any, as they shall incur or sustain by or through their own willful neglect or default respectively, and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any acts for the sake of conformity or for any Treasurer, Bankers or other persons with whom any money or effects belonging to the Club shall or may be lodged or for the insufficiency or deficiency of any securities upon which any moneys of the Club may have been deposited or lent or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto, unless the same shall happen by or through their own wilful neglect, default or dishonesty respectively.

  15. WINDING UP OF THE CLUB
     
  15.1 The Club shall be wound up if at a ballot not less than 75% (SEVENTY FIVE CENTUM) of  the total voting members of the Club vote in favour of a Resolution that the Club be wound up or if for any reason the Club is unable to continue to function.

  15.2 If a resolution for the winding up of the Club has been passed as provided in sub paragraph 15.1. or if for any reason the Club is unable to continue to function the following provisions shall apply

15.2.1 The last appointed Chairman of the Club or if he is not available the available members of the last appointed Commit­tee of the Club shall appoint a liquidator to carry out the winding up. The liquidator shall not be a member of the Club and shall be paid such fees as may be agreed upon between him and the said Chairman and/or the said members of the Club's last appointed Committee.

15.2.2 The liquidator so appointed shall call upon the last appoin­ted Office-Bearers of the Club to deliver to him the Club's books of account, showing the Club's assets and liabilities together with the register of members for the twelve months prior to the date on which the resolution was passed for winding-up, or the date as from which the Club was unable to continue to function, as the case may be, hereinafter referred to as the date of dissolution, the subscriptions paid by each member and his address as at the said date. The liquidator shall also call upon the said Office Bearers to hand over to him all unexpended funds from the Club.

15.2.3 In the event of the Club being wound up, there shall be no liability incurred by any member other than in respect of his unpaid subscription and any money he may be owing to the Club.

15.2.4 The liquidator shall take the necessary steps to liquidate the debts of the Club from its unexpended funds and any other monies realised from any assets of the Club, and if the said funds and moneys are insufficient to pay all creditors and after the liquidator's fees and the expenses of winding-up have been met, the order in which creditors shall be paid shall be the same as prescribed in any law for the time being in force relating to the distribution of the assets of any insolvent estate and the liquidator's fees and the expenses of winding up shall rank in order of prefer­ence as though he were a trustee of an insolvent estate, and as though the expenses were the costs of sequestration of an Insolvent estate.

15.2.5 After the payment of all debts in accordance with paragraph 15.2.4, the remaining funds, if any, shall not be paid to or distributed among the Members of the Club, but shall be paid to some other organization or association having objects similar to the objects of the Club, to be determined by the Committee of the Club, prior to the winding up, and in default thereof, by the Master of the Supreme Court.

     
  16. INTERPRETATION OF CONSTITUTION
     
  16.1 In case of doubt as to the meaning or interpretation of these rules, the Committee  shall be final arbiter and its decision shall be binding upon the members, and should any question arise which is not provided for by these rules, the Committee shall have the power to determine the same.
     
  16.2 In this Constitution the masculine shall include the feminine and the singular the plural unless the context clearly indicates to the contrary.

 

 
 
 
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