Revised on 2 September 2020 to comply with the approval of the Club as a PBO
ARTICLE 1: DEFINITIONS
- Board: The Club’s Board of Directors.
- Director: A member of the Club’s Board of Directors.
- Member: A member of the Club, other than an honorary member.
- Quorum: The minimum number of voting members of the Club in favour of a decision for the decision to be confirmed: 50% plus 1 vote for Club decisions; two-thirds for any changes to the Club Constitution or Bylaws and a majority of the Directors for Club Board decisions.
- RI: Rotary International.
- Year: The 12-month period that begins on 1 July.
- PBO Public Benefit Organisation as approved in terms of section 18A(1)(a) of the Income Tax Act, No 58 of 1962
- RCKP Rotary Club of Knights Pendragon
ARTICLE 2: BOARD
The governing body of this Club is its Board of Directors, consisting of, at a minimum, the President, Immediate Past President, President-elect, Secretary, and Treasurer.
ARTICLE 3: ELECTIONS AND TERMS OF OFFICE
Section 1 — An Annual General Meeting of this Club is held no later than 31 December to elect the Officers and Directors who will serve for the next Rotary year.
Section 2 — One month before the Annual general meeting, members nominate candidates for President, Vice President, Secretary, Treasurer, and any open director positions. The nominations may be presented by a nominating committee, by members from the floor, or both.
Section 3 — The candidate who receives a majority of the votes for each office is declared elected to that office.
Section 4 — If any Officer or Board member vacates his or her position, the remaining members of the Board will appoint a replacement.
Section 5 — If any Officer-elect or director-elect vacates a position, the remaining members of the Board-elect will appoint a replacement.
Section 6 — The terms of office for each role are:
President — one year
Vice President — one year Director — one year
Treasurer — one year Secretary — one year
Sergeant-at-arms – one year
ARTICLE 4: DUTIES OF OFFICERS
Section 1 — The President presides at Club and Board meetings.
Section 2 — The Immediate Past President serves as a director on the Club Board.
Section 3 — The President-elect prepares for his or her year in office and serves as a director.
Section 4 — The Vice President presides at Club and Board meetings when the President is absent.
Section 5 — A director attends Club and Board meetings.
Section 6 — The secretary keeps membership and attendance records.
Section 7 — The Treasurer oversees all funds and provides an annual accounting of them.
Section 8 — The sergeant-at-arms maintains order in Club meetings.
ARTICLE 5: MEETINGS
Section 1 — An Annual General Meeting of this Club is held no later than 31 December to elect the Officers and Directors who will serve for the next Rotary year.
Section 2 — This Club meets weekly on a Wednesday evening at 18h30 at a chosen venue or virtually as advised to Members. Reasonable notice of any change or cancellation of the regular meeting will be given to all Club Members.
Section 3 — Board Meetings are held each month. Special Meetings of the Board are called with reasonable notice by the President or upon the request of any two Directors.
Section 4 – The Club may meet virtually at any time formally or informally utilizing any electronic system approved by the Board that does not discriminate against any member of the Club by way of inclusivity or participation.
ARTICLE 6: DUES
Annual Club dues are determined by the Board from time to time. They are paid as follows: semi-annually on the first day of July and of January. Annual Club dues include RI per capita dues, a subscription to The Rotarian or a Rotary regional magazine, district per capita dues, Club fees, and any other Rotary or district per capita assessment.
ARTICLE 7: METHOD OF VOTING
The business of this Club is conducted by voice vote or a show of hands except in the election of Officers and Directors, which is conducted by ballot. The Board may also provide a ballot for a vote on some resolutions. The Club may avail themselves of electronic conferencing and / or electronic confirmation of voting for the purposes of both business matters and in the election of Officers and Directors.
Satellite Clubs’ voting procedures are based on the primary Club procedures which prescribe business to be conducted by voice vote or a show of hands except in the election of Officers and Directors, which is conducted by ballot. The Board may also provide a ballot for a vote on some resolutions. Satellite Clubs may avail themselves of electronic conferencing and / or electronic confirmation of voting for the purposes of both business matters and in the election of Officers and Directors.
ARTICLE 8: COMMITTEES
Section 1 — Club committees coordinate their efforts to achieve the Club’s annual and long-term goals. The Club should include the committees listed in article 13, section 7, of the Standard Rotary Club Constitution.
Section 2 — The President is an ex officio member of all committees and, as such, has all the privileges of membership.
Section 3 — Each committee’s chair is responsible for the regular meetings and activities of the committee, supervises and coordinates its work, and reports to the Board on all committee activities.
ARTICLE 9: FINANCES
Section 1 — Before each fiscal year starts, the Board prepares an annual budget of estimated income and expenditures.
Section 2 — The Treasurer deposits Club funds in a financial institution or institutions designated by the Board, divided into two accounts: one for Club operations and one for service projects.
Section 3 — Bills are paid by the Treasurer or another authorized Officer and approved by two other Officers or Directors.
Section 4 — A qualified person conducts a thorough annual review of all financial transactions.
Section 5 — Club members will receive an annual financial statement of the Club.
Section 6 — The fiscal year is from 1 July to 30 June.
Section 7— General Public Benefit Organisation provisions
a) The Club shall utilise its funds for the sole or principle purpose of the objects for which the Club was established and shall conduct its activities wholly or substantially in the Republic of South Africa. (ref ITA 30 (3) (b) (ii))
b) Any funds received by the Club, and not immediately required for the furtherance of the Club’s objectives, shall be invested with any registered financial institution, as defined in Section 1 of the Financial Institutions (Investment of Funds) Act 1984, or in securities listed on a stock exchange, as defined in the Stock Exchanges Control Act 1985. (ref ITA 30 (3) (b) (ii) (aa))
c) Any payments made by the Club in consideration for goods supplied or services rendered shall be commensurate with the value of the goods or services actually supplied or rendered to the Club. (ref ITA 30 (3) (v) (d))
d) The Club shall not pledge, mortgage or hypothecate its assets, nor enter into any agreement of suretyship.
e) The Club shall not carry on any trade, business or commercial undertaking, and shall not make available its funds or other assets to its members for the purpose of the carrying on of any trade, business or commercial undertaking by them, unless specifically permitted in terms of Section 30 (3)
(b) (iv) of the Income Tax Act.
f) No surplus funds shall be distributed among the Club’s members. (ref ITA 30
(3) (b) (ii) and (iii))
g) In the event of the Club being dissolved, wound up or liquidated, all its assets remaining after the satisfaction of its liabilities shall be transferred to any similar public benefit organisation, within the Republic of South Africa, which has been approved within Section 30 of the Income Tax Act. (ref ITA 30 (3) (b) (iii))
h) The Club shall timeously submit annual financial statements and any other information or supporting documents required by any revenue authority. (ref ITA 30 (3) (v) (e))
i) A copy of all amendments to the Club constitution, Club by-laws and any trust controlled by the Club shall be submitted to the Commissioner for the South African Revenue Service.
j) At least 75% of the funds received by the Club, which qualify for a deduction by virtue of Section 18 A of the Income Tax Act, will be expended (or an obligation will be incurred to so expend) within twelve months of the financial year end during which such funds were received. (ref ITA 18A (1) (b) (ii))
k) No amendment shall be made to this section without the prior approval of the Commissioner for the South African Revenue Service.
Section 8— Specific RCKP Public Benefit Organisation Requirements
a) The activities of the organization are carried on in a non-profit manner and with an altruistic or philanthropic intent.
b) No activity will directly or indirectly promote the economic self-interest of any fiduciary or employee of the organization otherwise than by way of reasonable remuneration.
c) At least three persons who accept fiduciary responsibility for the public benefit organization, will not be connected persons in relation to each other, and no single person directly or indirectly controls the decision making powers relating to such organization.
d) No funds will be distributed to any person (other than in the course of undertaking any public benefit activity).
e) The funds of the public benefit organization will be used solely for the objects for which it was established.
f) On dissolution of the public benefit organization the remaining assets must be transferred to:
- A public benefit organization which has been approved in terms of section 30 of the Act
- Any institution, board or body which is exempt from the payment of income tax in terms of section 10(1)(cA)(i) of the Act, which has as its sole or principal activity; or
- Any department of state or administration in the national or provincial or local sphere of government of the Republic, contemplated in section 10(1)(a) or (b) of the Act
g) No donation will be accepted which is revocable at the instance of the donor for reasons other than a material failure to conform to the designated purposes and conditions of such donation, including any misrepresentation with regard to the tax deductibility thereof in terms of section 18A: Provided that a donor (other than a donor which is an approved public benefit organization or an institution, board or body which is exempt from tax in terms of section 10(1)(cA)(i), which has as its sole or principal object the carrying on of any public benefit activity) may not impose any conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation.
h) A copy of all amendments to the founding documents will be submitted to the Commissioner for the South Africa Revenue Service.
i) No remuneration will be paid to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered and has not and will not economically benefit any person in a manner which is not consistent with its objects.
j) No resources will be used, directly or indirectly, to support, advance or oppose any political party.
ARTICLE 10: METHOD OF ELECTING CLUB MEMBERS
Section 1 — A member proposes a candidate for Club membership to the Board, or another Club proposes one of its transferring or former members.
Section 2 — The Board approves or rejects the candidate’s membership within 30 days and notifies the proposing member of its decision.
Section 3 — If the Board approves the candidate’s membership, the prospective member is invited to join the Club.
ARTICLE 11: BODY CORPORATE AND AUTONOMY [ref NPO (3)(1)(d) & (e)]
The Club shall, subject to any PBO or other legislation –
(a) exist in its own right separately from its members;
(b) continue to exist even when its membership changes and there are different office bearers;
(c) have the power to acquire and own moveable and immovable property and to dispose thereof;
(d) be able to sue and be sued in its own name.
ARTICLE 12: POWERS [ref NPO (3)(1)(g)]
The Club shall have all such powers as it needs in order that it is able to achieve its objects as set out in Article 4 of the Constitution of the Club, including, without limiting the generality of the aforegoing the power to open and operate bank and investment accounts, the power to lend and borrow money upon security or otherwise.
ARTICLE 13: LIMITED LIABILITY [ref NPO (3)(2)(f) & (j)]
Members and office-bearers of the Club shall not be liable for any of the debts or liabilities of the Club solely by virtue of the fact that they are members or office-bearers thereof. Nor shall they be liable to any person for any damages suffered by that person as a result of any act or omission by them which occurs in good faith while such members or office-bearer is acting on behalf of the Club.
ARTICLE 14: AMENDMENTS
Section 1 – These bylaws may be amended at any regular Club Meeting. Changing the Club bylaws requires sending written notice to each member 10 days before the meeting, having a quorum present for the vote, and having two-thirds of the votes support the change. Changes to these bylaws must be consistent with the Standard Rotary Club Constitution, the RI Constitution and Bylaws, and the Rotary Code of Policies.
Section 2 – By virtue of the Club’s approval as a PBO, a copy of all amendments to the Club’s bylaws must be submitted to the Commissioner for the South Africa Revenue Service.
SIGNATURES:
This Revision of the Bylaws was approved by a majority of the Members of the Club on 3rd June 2020.