CONSTITUTION OF THE SILVER CUP RACING CLUB

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As adopted at the Inaugural Special Meeting of the Racing Club held at the Pretoria Motor Club Clubhouse, Souter Street, Pretoria West on the NINTEENTH day of NOVEMBER 1997.

1. Name

The name of the Racing Club is SILVERCUP RACING CLUB. Hereinafter
Referred to as the Racing Club or SCRC.

2. Objects

a) The objects of the Racing Club shall be to operate and function as an independent body corporate and as such to encourage and promote SILVERCUP SALOON CAR racing.

b) The SCRC shall be responsible for administering the form of racing known as the Silver Cup Challenge on behalf of Motorsport South Africa who is the controllers.

c) The SCRC shall be bound to ensure that the series maintains a high standard of motor racing that conforms to the provisions of the General Competition Rules and Standing Supplementary Regulations of Motorsport South Africa and the image projected by any Series Sponsor obtained from time to time

d) The SCRC shall cause to be done any such act or thing as Motorsport South Africa shall deem to further the aforesaid object including the acquisition, hire, alienation, lease, encumbering and investment of movable, immovable and incorporeal property or of any limited interest therein, the lending, investment or placing of Racing Club funds, the borrowing of money, the acquisition of rights and incurring of obligations and the making and receiving of grants, donations and sponsorship.

e) The Racing Club is not formed for the purpose of carrying on any business that has for its object the acquisition of gain by the Racing Club or by the individual members thereof, and may not have the power to carry on any business, inter alia, ordinary trading operations in the commercial sense, speculative transactions, dividend stripping activities as well as the letting of property on a systematical or regular basis.

3. Independent Legal Personality

a) The SCRC is formed with the intention that by this Constitution, and by its objects and activities, it shall be a body corporate or universitas having a separate legal person with perpetual succession and with the capacity to acquire and hold property for itself and from its members, and likewise to acquire other rights and incur obligations, and to sue and be sued, for and by itself and part from its member.

b) The property and other assets of the SCRC shall vest in the SCRC, which shall hold such assets for itself as distinct from its individual members, and the individual members shall have no right in or to any property or other assets of the SCRC.

c) Any obligations incurred by or for or on behalf of the SCRC shall be incurred by the SCRC itself, and to the exclusion of the individual member.

d) Under no circumstances shall the assets of the SCRC or any part thereof be distributed to members in the form of a dividend or a share out of profits or remaining funds, and in the event or the SCRC being dissolved, the remaining assets shall be given or transferred to such other organisation with objects similar to those of the SCRC, and which it itself exempt from South African normal Income Tax in terms of Section 10(1)(cD).

e) The SCRC may sue or be sued in its own name and the rights of decision to sue or defend any suit shall vest in the SCRC Committee.

f) No profits or gains may be distributed to any person and the funds of the SCRC may be utilised solely for investment or in furthering the objects for which it was established.

g) Fund available for investments may only be invested with registered financial institutions as defined in Section 1 of the Financial Institution (Investment of Funds) Act of 1984 and in securities listed on the licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (act No1 of 1985)

4. Liability Restricted to the Raciing Club

Motorsport South Africa shall not be liable for the acts or omissions of the SCRC and likewise the SCRC shall not be liable for the acts or omissions of Motorsport South Africa.

5. Membership

Membership shall be open to any person or body corporate regardless of race, religion or creed, subject to such applicant being accepted by the SCRC Committee as being a person or body worthy of membership and in sympathy with the objects of the SCRC

6. Annual Subscription

An annual subscription, the amount of which shall be determined by the Committee, shall be payable by the members on 1 January of each year. Any member who fails to pay the annual subscription before the first inscribe race for Silver Cup competitors will not be issued with a number for competing in the series and as such will be precluded from competing. The Committee, at its sole discretion, may waive the payment of an annual subscription to the SCRC should it deem it applicable to the benefit of the Racing Club.

7. Management of the Racing Club

All business and affairs of the SCRC shall be managed and controlled by the Committee. The Committee in office shall act as Trustees of the property, assets and other rights of the SCRC, which property, assets and rights shall be held for and on behalf of the SCRC itself and to the exclusion of the individual member

8. Powers granted to the Committee

In relation to the Racing Club and its property, assets and other rights, the Committee shall have all such powers and authorities as are allowed in law, and shall be entitled to do any act of which a natural person is capable except such acts as expressly prohibited in terms of this Constitution.

The Racing Club may not however borrow money without the prior approval of Members of the Racing Club following a vote taken at a Special General Meeting.

The Committee shall ensure that it is fully represented at all race meetings at which the Silver Cup series is run.

9. Delegations of Authority

The Committee may be resolution delegate to any person or persons, the right to do any such act or acts as it is entitled to do.

10. Finance

a) The Committee shall, on behalf of the Racing Club, keep proper books of account which must be submitted to annual audit by a recognised Auditor. The book of account shall include, but not be limited to and itemised statement of all Income and Expenditure and disbursements of Sponsorship monies to competitors, prize giving functions, sale and regalia and revenue from sundry sources.

b) The financial year of the Racing Club shall run from 1 January to 31 December of each year.

c) An audited balance sheet shall be produced as soon as possible after the close of the financial year and be available for distribution to members of the Racing Club at an Annual General Meeting.

11. Structure of the Committee

The Committee consisting of not less than four (4) and not more than eight (8) members shall be structured as follows:
Chairman, plus a minimum of three (3) Committee Members.

12. Election of Committee and Term of Office

The Committee Members shall hold office for an initial period of two (2) years however fifty (50) percent of the Committee shall stand down at the end of the first year such that in each succeeding year the number of Members retiring shall be fifty (50) percent.

A retiring Member may offer himself/herself available for re-election. In the event of an appointed or elected member resigning or retiring during a year, a replacement Committee member may be co-opted by the Committee for the remainder of the year where after he will be deemed to retire but may offer himself for re-election.

13. Co-Opting of members and procedures at meetings

The Committee may, at its discretion, co-opt additional members at any time, either to fill a vacancy or to undertake a specific task. Co-opted members shall have the same voting power as elected members. Co-opted members shall cease to hold office at the next succeeding Annual General Meeting or when the task for which they have been co-opted has been fulfilled, whichever is sooner.

A quorum for the meeting of the Committee shall be three (3) members, including co-opted members.

Proper minutes of all Committee meetings shall be kept and a copy of such minutes shall be forwarded to Motorsport South Africa.

The Committee shall meet al least six (6) times in any one Racing Club year. Each member personally present shall have one (1) vote except that in the event of an equality of votes, the Chairman of the meeting shall have a casting vote in addition to his deliberative vote.

Members may not vote by proxy.

14. Annual General Meeting

The Annual General Meeting shall be held between 30 September and 1 December of each year. At least thirty (30) days notice of such meeting shall be given to all members of the Racing Club either by means of facsimile, transmission or post.

Candidates for the Committee may be nominated by paid up Members from the floor at the Annual General Meeting. Voting shall be by means of a secret ballot conducted among paid up Members present at the Annual General Meeting.

A quorum for an Annual General Meeting shall be twenty percent (20%) of paid up members or twelve (12) paid up members whichever is the greater. In the event of their not being a quorum, the meeting shall be adjourned to a date not more than fourteen (14) days later but not less than seven (7) days. Those persons present at such ad adjourned Annual General Meeting shall constitute a quorum.

The Annual General Meeting of the SCRC shall, after approving the minutes of the preceding Annual General Meeting:

a) receive the report of the Chairman

b) approved the Racing Clubs Financial Statements

c) elect Committee Members to replace those retiring

d) appoint an Auditor for the ensuing year

e) transact any other business of which notice shall have been given in the notice convening the meeting

f) transact any further business relating to SCRC including items requested, in writing, by members which request for inclusion in the Agenda are to be received by the Secretary no less than fourteen (14) days prior to notification of the Annual General Meeting being despatched.

15. Ordinary Meetings

The SCRC shall hold al least six (6) ordinary meetings of members in any on Racing Club year.

16. Special General Meetings

The Committee may call a Special General Meeting to discuss a particular matter or matter. The notice convening such a meeting shall state the time and place of the meeting and the matter/s to be discussed.

The quorum and provisions for postponement shall be as for an Annual General Meeting.

17. Racing Club President and Vice President

The Committee may elect a President and a Vice President to hold office for such a period as the Committee decide.

The persons on whom such an honour is bestowed not be members of the Racing Club.

A Racing Club President an/or Vice President may attend any function of the Racing Club, including Committee meetings at which they may address such meeting but may not vote.

18. New Members

An application for membership of the SCRC shall be made on a form approved by the Committee and accompanied by the annual subscription payable to the Racing Club.

All applications are to proposed and seconded by Racing Club members and the Committee may accept or reject any application without giving reasons.

An application for membership shall only become effective, if approved, once all details requested on such application form are fully completed.

19. Discipline

The Committee may, on a report of misconduct or on its own initiative, take such disciplinary action against a member, including expulsion, as it may deem fit. Any member against whom a complaint of misconduct is made shall be entitled to state his case to the Committee either personally or by writen statement.

20. Amendment to the Constitution

This Constitution, save clauses 2(b), 3 and 12 therefore may be amended by a two third majority vote of paid up members at an Annual General Meeting provided due notice of such amendment has been timeously tabled.

21. Founding Committee

At an Inaugural Meeting of the Founding Members of the Silver Cup Racing Club held at the Pretoria Motor Club Clubhouse Wednesday 19th day of November 1997 the following office bearers were nominated and elected by those Members present.

CHAIRMAN : RORY SHARP
FOUNDING COMMITTEE : JM (KOLLIE) VD WESTHUIZEN
DAWIE OLIVIER
NEIL BARNARD