24 July 2007
CONSTITUTION OF THE
(AMENDED IN 2007)
1. NAME AND ENTITY
1.1. The name of the Club shall be the “KIMBERLEY GOLF CLUB”, hereinafter referred to as the “Club”.
1.2. The Club shall have a legal persona separate from that of it’s members and shall be capable of suing and being sued in it’s own name.
2.1. The objects of the club are to do all things necessary to promote and foster the game of golf and to provide for sport and recreation on a non-profit basis; to acquire movable and immovable property and to sell, lease or otherwise deal in the same; to invest, lend or borrow money and to secure the repayment of any monies in such manner and upon such terms and condition as shall be deemed expedient; to apply for and hold Club Liquor Licenses and such other licenses or authorities as may be necessary to carry out it’s objects, and to undertake whatever may be necessary or ancillary, to fulfill all or any of the above objects without, however, the acquisition of profit for the benefit of any of the Members of the Club.
2.2. In giving effect to the above objects of the Club will: -
2.2.1. utilize it’s funds solely for the objects for which it has been established;
2.2.2. not distribute it’s funds and property to it’s members or any other person, except as reasonable compensation for services rendered, or goods purchased;
2.2.3. have an identity and existence distinct from it’s members and will continue to exist notwithstanding changes in the composition of it’s membership;
2.2.4. not carry on any business undertaking or trading activity, otherwise than what is allowed in terms of section 30 of the Income Tax Act , as amended from time to time.
2.2.5. not accept any donation 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;
2.2.6. submit to the Commissioner of Inland Revenue, a copy of any amendment to the Constitution.
2.3 The Club may be dissolved, wound up or closed down if at least two thirds of the members present and voting at a Special Meeting convened for the purpose of considering such matter, are in favour of such dissolution, winding up or closing down in which event;-
2.3.1 all liabilities of the Club shall be paid out of its assets;
2.3.2 no assets, either funds or property shall accrue to or be paid to any member;
2.3.3 any remaining assets, whether property or funds or both remaining after payment of liabilities shall be transferred to a similar non-profit organization or organizations with similar objectives and approved by the Club at a Special General Meeting or Annual General Meeting of the Club.
3. CLASSES OF MEMBERS
3.1 FULL MEMBERS
- being persons over the age of 18 years and entitled to all privileges of the Club.
3.2. LADY MEMBERS
‑ being ladies over the age of 18 years and entitled to all the privileges of the Club, except the right to vote at General Meetings and to hold office on the Committee of Management.
3.3. LIFE MEMBERS
‑ being existing Life Members and any member of the Club, of any class, who shall have been recommended for such membership by the Committee and elected by a majority of votes at a General Meeting of Members, provided that the maximum number whereof shall be 6 (six). Such members shall be entitled to all the privileges of the Club, but shall be exempt from payment of subscriptions from the date of election.
3.4. ASSOCIATE MEMBERS
‑ being men or ladies who are not entitled to vote at any meeting or to hold office in the Club, but who are entitled to all privileges of the Club House.
3.4.1. Associate Members shall be divided into the following categories:
188.8.131.52. being non-playing social members who shall not be entitled to the usage of the course.
184.108.40.206. being social playing members who shall be entitled to the usage of the course, provided that such usage not exceed 12 rounds (9 holes or 18 holes) during any one financial year, provided further that they may not participate in any club competition unless in possession of a valid, authenticated handicap.
3.4.2. Country Members, who shall fall within the following categories:-
220.127.116.11. FULL COUNTRY MEMBERS
- being persons who reside further than 50 kilometers as measured by the shortest route from the Clubhouse and have no place of business within the distance, and whose home club shall be the Kimberley Golf Club. Such member shall be eligible to play in the Club Championships and shall be handicapped by the Club.
- being persons who reside further than 50 kilometers, as measured by the shortest route from the Clubhouse and have no place of business within the distance and whose home club is not the Kimberley Golf Club. Such members may not play in the Club Championships.
3.4.3. JUNIOR MEMBERS
- being persons under 18 years of age. They shall be entitled to usage of the Golf Course under conditions laid down by the Committee of Management from time to time.
3.4.4. HONORARY MEMBERS
- being persons elected for such period upon such conditions as the Committee of Management may from time to time decide.
3.4.5. TEMPORARY MEMBERS
- being persons who reside in or visit
temporarily. The duration of such
membership shall not exceed 8 (eight) weeks. Kimberley
3.4.6. PRENTICE MEMBERS
- being persons 18 to 21 years of age. (National Servicemen serving in
are not eligible as Prentice Members.) Kimberley
3.4.7. WEEK DAY MEMBERS
- being members eligible to the use of the Course on weekdays only.
3.4.8. NOVICE MEMBERS
- being members who: -
18.104.22.168. have never been and are not members of another Golf Club; and
22.214.171.124. may hold membership in this category for 6 (six)) months only; and
126.96.36.199. upon expiry of the 6 (six) month period, shall either join the Club or cease to be a member in this category. Novice Members may not participate in any Club Competitions; save that by invitation from an existing member, a novice may participate in such a competition, but will not be eligible to win a prize unless in possession of an official handicap of the Club. Such novice shall, when so participating, play with the existing member. Members of any class may, on making written application, with the consent and approval of the Committee transfer from one class to another upon payment of the difference between the entrance fee and subscription previously paid and those payable for the particular class of membership to which transfer is sought.
A member of the Club who is a full or ordinary member at another Club may not take part in any club competition other than an open one. The Committee shall from time to time fix the terms and conditions on which members are entitled to the use of the course.
4. RULES APPLICABLE TO MEMBERSHIP
4.1. Membership does not, and shall not, give to any member any right, title, interest, claim or demand in or to any monies, property or assets of the Club, but only confers upon such member the right and privilege of entering in an upon the grounds and Club premises and environs, of using and enjoying the same, subject to such charges and reasonable restrictions as the Committee may from time to time impose and subject to the Rules and By-Laws in force for the time being.
4.2. The liability of a member is limited to the amount of his or her unpaid subscriptions and any money he or she may owe to the club.
4.3. The management Committee may make and apply such rules as it may deem fit in regard to participation of members (except full members) in all competitions played at the club.
5. ELECTION OF MEMBERS
5.1.1. Every candidate for Membership shall be proposed and seconded by full or lady members to both of whom the candidate must be personally known. The full name and address of the candidate shall be stated on the application form provided for that purpose, and which shall be available, on request. The completed form, together with the entrance fee and subscription shall be handed to the Manager. The Manager may grant provisional approval of the application which shall be submitted to the next meeting of the Committee of Management. The said Committee of Management shall, by a majority vote, either approve or disapprove of the candidate’s nomination.
5.1.2. If the candidate be not approved of by the Committee, the proposer and seconder shall be notified without delay of the Committee’s decision. If the candidate’s nomination is approved of by the Committee, the nomination form shall then be posted on the Club Notice Board for at least fourteen (14) days. Thereafter the Committee shall at it’s next meeting, elect the candidate to membership, unless the Committee has in the meantime received written and signed objections to the nomination from at least 15 (fifteen) members; in such case the Committee shall declare the candidate’s nomination void, his proposer and seconder shall be notified accordingly and the Entrance Fee and Subscription refunded.
5.2. Applications for re-election to the Club shall be dealt with in the same way as a new application, except that no further entrance fee shall be payable.
5.3. No candidate who has been rejected shall be eligible for nomination within 12 (twelve) months thereafter, nor shall he or she be introduced as a visitor or be permitted to enter the Club’s premises for that same period.
5.4. A member may, at any time, by giving notice in writing to the Manager, resign his, or her, membership of the Club, but shall be liable for any
Annual Subscriptions due and unpaid at the date of resignation and for any other amounts owing to the Club, but the Committee shall be entitled to make such ex gratia refund of Entrance Fee or Subscription as it may consider proper.
5.5. If at any time after the election of a candidate it shall appear that he, or she, has been elected under a misrepresentation or mistake as to identity or owing to materially incorrect information as to his, or her, character and position having been given, the Committee shall have power to cancel his, or her, election. Such member shall forthwith cease to be a member and shall have no claim whatsoever against the Club for damages, for return of Entrance Fee or Subscription or on any other grounds whatsoever, but the Committee shall be entitled to make such ex gratia refund of Entrance Fee or Subscription as it may consider proper.
6. ENTRANCE FEES AND SUBSCRIPTION
6.1. The annual subscription shall become due and payable on the 1st day of January in each and every year, and shall be determined from time to time in accordance with sub paragraph 6.4 hereunder. Subscriptions unpaid as at the 31st January shall bear interest at a rate equal to 2% above the prime overdraft rate of the Club’s Commercial Bank at the time.
6.2. The subscription payable by members elected during the course of a financial year, shall in respect of that year, be in proportion to the unexpired portion of such year calculated from the 1st day of the month following the date of application for membership.
6.3.1. Any member whose subscription has been in arrear for two 2) calendar months shall have his, or her, name posted on the Club Notice Board as being in arrear, and, if such member has not paid the amount due within one (1)) month from the date of his or her name being posted as aforesaid, the Committee shall be at liberty to erase his or her name from the list of members of the Club; such member may be reinstated by the Committee of Management, at its discretion, subject to such terms and conditions as the said Committee may impose.
6.3.2. A member who has not paid his or her subscription within one (1) month after it becomes due shall not be allowed to continue as a member while his or her subscription remains unpaid, nor vote at any meeting.
6.4. The Entrance Fees and Annual Subscription shall not be altered without the approval of a General Meeting of Members, called for that purpose.
7. MANAGEMENT OF THE AFFAIRS OF THE CLUB
7.1. The affairs of the Club shall be managed by a Committee of Management consisting of 11 Full Members in good standing, two of whom shall be the Chairman and Captain, elected in the manner hereinafter provided. The members of the Management Committee are office bearers of the Club. (Amended 2007)
7.2. The Chairman and the Club Captain shall be Full Members of the Club currently serving on the Management Committee and who have, if possible, served on that Committee for at least two (2) consecutive years.
7.3. The Chairman and Club Captain shall be proposed and seconded in writing by a Full Members in good standing. A nomination list for that purpose shall be posted on the Club’s Notice Board at least twenty-one (21) days prior to the date of the Annual General Meeting and nominations shall be properly proposed and seconded on such list and shall be signed by the nominees to signify acceptance of nomination. Nominations shall close at 17H00 on the day prior to the Annual General Meeting.
7.4. The remaining 9 members of the Committee shall be proposed and seconded, in writing, by full members in good standing. A nomination list for that purpose shall be posted on the Club’s Notice Board at least twenty-one (21) days prior to the Annual General Meeting. Nominations shall be properly proposed and seconded on such list and shall be signed by the nominee to signify acceptance of nomination. Nominations shall close at 17H00 on the day prior to the Annual General Meeting.
7.5. In addition to the Committee, there shall be a President and a Vice-President who shall serve on the Committee and shall retire annually. They will be available for re-election. Nominations for these offices shall be made verbally at the Annual General Meeting.
7.6. At the Annual General Meeting, the President, Vice-President, Chairman and Captain shall be elected in that order. Should there be more than one (1) nomination for any of these positions then election for such position shall take place, by ballot.
7.7. After election of the officers referred to in sub paragraph 7.6, the remaining 9 members to form the Committee of Management, shall be elected. Should there be more than nine (9) nominated, then an election by ballot will take place to determine the nine (9) candidates who are to serve.
7.8. In the event of there being no nominations for the position of Chairman or Captain, or there being less than nine (9) nominations for ordinary Committee Members, then the Chairman shall accept nominations (which shall be seconded) from the floor at the Annual General Meeting, and if necessary, election will take place thereafter. Persons nominated and seconded must be prepared to serve in the office for which they are nominated.
7.9.1. The Committee shall meet at least once in each calendar month, of which meetings proper minutes shall be kept.
7.9.2. At least three clear days notice shall be given of all meeting of the Committee, unless all the members of the Committee agree to accept shorter notice.
7.9.3. At all meetings of the Committee five shall form a quorum.
7.9.4. The Manager of the Club, on the instructions of the Chairman or on written request of at least two members of the Committee, shall convene a Committee Meeting.
7.9.5. The Committee shall have power to fill such vacancies amongst its number or appointees as may occur during its term of office.
7.9.6. The Chairman of the meeting shall have a casting as well as a deliberative vote.
7.9.7. The Committee shall have power to appoint sub-committees for any purpose and to delegate to such sub-committees such powers as may be deemed desirable, which sub-committees need not comprise members of the Committee, provided no sub-Committee may bind the Club to third parties, unless authorized to do so by resolution passed by the Committee.
7.9.8. The Committee shall have the power to appoint a Vice-Captain from amongst its members to assist the Club Captain with his duties and to deputize for him in his absence.
7.9.9. The Committee may elect a Vice-Chairman from amongst its members who shall preside at meetings in the absence of the Chairman.
8. POWERS OF THE COMMITTEE
8.1. The Committee, in addition to the powers otherwise conferred upon it by these rules, shall have power and authority to do any act, matter or thing which could or might be done by the Club, excepting such matters as are in these rules specially reserved to be dealt with at a General Meeting of members.
8.2. The Committee shall in addition to it’s general powers, have the following special powers:
8.2.1. To appoint, suspend and discharge all or any of the employees of the Club and fix their remuneration and terms of employment in their sole discretion.
8.2.2. To institute, conduct, defend, compound or abandon any legal proceedings by or against the Club or otherwise concerning the affairs of the Club.
8.2.3. To make, vary and repeal rules, local rules and by-laws for the regulation of the affairs of the Club, it’s members, its officials and servants.
8.2.4. To grant or refuse consent to persons, not members of the Club, to use the Club’s property upon such terms, as it may think fit, at it’s discretion.
8.2.5. To hold competitions and tournaments and to make any special arrangements therefor, and to set aside the Club’s grounds, or any part thereof, for any special purpose whatsoever, and to regulate and maintain the course and the conditions of play thereon.
8.2.6. To arrange terms of reciprocity with other Golf Clubs, but subject always to the provisions of the applicable Liquor Laws.
8.2.7. To purchase, sell, lease or in any other way acquire movable and immovable property, which it may deem necessary or desirable for the purposes of the Club.
8.2.8. To authorize, by resolution, any one of three members of the Committee to sign, with the Manager, on behalf of the Club and all members of the Club, all powers of attorney, contracts, agreements or other deeds or documents requiring signatures, and to open a banking account or accounts through which the Club’s financial transactions shall be conducted in the name of the Club, to draw, accept, endorse, make and execute Bills of Exchange, Promissory Notes, cheques and other negotiable instruments connected with the business of the Club. Such Bill of Exchange, cheques and other negotiable instruments shall be signed in the manner provided for hereunder (amended 2007).
All Subscriptions and other monies received from any source whatsoever, shall be paid into a banking account in the name of the Club. All payments therefrom shall be made by cheque drawn on the banking account and signed by any one member of the Committee, so authorized, and the Manager, provided that this shall not include such petty disbursements as are sanctioned by the Chairman, or the Chairman of the Finance Committee, and of which a detailed record shall be kept.
8.2.9. To fix the remuneration of the Auditors and to fill any vacancy occurring in the Auditorship between Annual General Meetings.
8.2.10. To apply for a renewal from time to time, such necessary licence or licences for the purposes of the sale of liquor, and other commodities, upon the Club premises.
8.2.11. To buy, prepare, sell and deal in all kinds of golfing requisites and all kinds of provisions and refreshments for the convenience of members, provided that the Committee may enter into contracts with third parties for these purposes on such conditions as the Committee may determine.
8.2.12. To vote, from the funds of the Club, such amount as they may decide as an honorarium or bonus to officials or employees, or as subscription to any charitable or other fund.
8.2.13. To invest any funds, which it may consider surplus to the immediate requirements of the Club in Government or Municipal Stocks, Banks, or Financial Institutions and upon such terms and conditions, as it shall deem, fit.
8.2.14. To deal with any condition or circumstances arising from which specific provision is not made in these rules.
8.2.15. To determine competition fees, green fees, visitor’s fees and caddie fees from time to time and the conditions relating thereto.
8.2.16. To fill any vacancy occurring on the Committee during a fiscal year.
9. LADIES’ SECTION
9.1. The lady members shall form a Ladies’ Section and draw up Rules and By-Laws for the government and internal management of that section. Such Constitution and By-Laws and any amendments thereto shall be approved by the Committee of the Club before becoming operative.
9.2. The Ladies Section shall be subject to the jurisdiction of the Kimberley Golf Club and of that Club’s Committee, and shall act within the framework and be subject to the terms and rules of this Club’s Constitution, By-Laws, rules and local rules.
9.3. The Captain of the Kimberley Golf Club shall be ex officio, the President of the Ladies’ Section.
10. GENERAL AND SPECIAL GENERAL MEETING
10.1. The Annual general Meeting of Members shall be held at such time and place as the Committee may determine, but not later than four months after the close of the Club’s financial year.
10.2. At every such meeting there shall be presented an Audited Balance Sheet setting out the Club’s financial position at the year ended 31 December immediately preceding, and an Audited Revenue and Expenditure Account for that same period; copies thereof shall be posted on the Club’s Notice Board and shall be available for all members at the Manager’s office at least ten (10) days prior to the meeting. Copies shall, furthermore, be submitted to each member attending the meeting.
10.3. The business to be transacted at the Annual general Meeting shall be:
10.3.1. To confirm the Minutes of the previous Annual general meeting.
10.3.2. To receive the report of the Committee on the affairs of the Club for the year ended 31 December, immediately preceding.
10.3.3. To receive and consider the financial statements for the year ended 31 December, immediately preceding.
10.3.4. To elect the office-bearers and other members of the Committees for the ensuing year, as provided for in Rule 7.
10.3.5. To appoint Auditors for the ensuing year.
10.3.6. To consider any resolutions concerning the affairs of the Club, of which due notice has been given, and any business concerning the affairs of the Club which is brought under consideration by the report of the Committee.
10.3.7. To elect Life Members, if any, recommended by Committee of which notice has been given.
10.3.8. To discuss and resolve on any other matters affecting the welfare of the Club.
10.4. The Committee may, however, at any meeting bring forward any business, which it considers requires the immediate decision of members of the Club.
10.5. Only Full Members of the Club, as defined in Rule 3.1, shall have a vote at a General meeting. Members belonging to any classes of membership may attend General Meetings, but shall not be entitled to vote, or to have any voice in the Management of the Club’s affairs. All matters at a General Meeting shall be decided by a majority of votes, unless otherwise provided for in these rules. All votes shall be taken on a show of hands, unless a ballot is demanded by not less than ten members present and entitled to vote. The Chairman shall fix the time and mode of such ballot. The meeting may be adjourned from time to time by a majority of votes.
10.6. The Committee may at any time call a Special General Meeting of Members by giving not less than ten days notice, specifying the objects for which the meeting is called. The Committee shall, in like manner, call a Special Meeting of Members upon receipt of a requisition signed by 25 (twenty-five) Full Members of the Club specifying the object for which such meeting is called. Notice of the Meeting shall be given in the same manner as that provided for in paragraph 10.10 below.
10.7. Subject to the powers of the Committee referred to in Rule 10.4 no business other than that specified in the notice shall be transacted at such meeting, but any resolution strictly relating to such business may be submitted to such meeting.
10.8. The quorum for a General Meeting or Special General Meeting of members shall be 25 (twenty five) members entitled to vote, and in good standing, provided that, if no quorum be present within 15 (fifteen) minutes after the time fixed for the meeting, the meeting, shall in the case of an Annual General Meeting or a Special General Meeting called by the Committee, be postponed to the same place, day and hour in the following week, and, at such an adjourned meeting, the members present and entitled to vote shall be deemed to be the quorum for the transaction of all the business of the Meeting.
10.9. In the case of a Special General Meeting called by the requisition of members, if no quorum be present within the time specified above, the meeting shall be dissolved.
10.10. Notice of the day, hour and place of the Annual General Meeting or of a Special General Meeting shall be posted by ordinary mail to all full members at least ten (10) days prior to a meeting. In addition a copy of the Notice shall be posted on the Club Notice Board at least ten (10) days prior to a meeting.
Notice of any Resolutions to be proposed at a meeting must be lodged with the Manager of the Club at least fourteen (14) days prior to the meeting at which it is to be considered and notice of such Resolutions shall accompany or be included in the Notice of the Meeting and shall also be posted on the Club Notice Board.
Where short notice has been given same may be condoned by a two-thirds majority of those present at the meeting and eligible to vote.
10.11. The Chair at all meetings of members shall be taken by the Chairman of the Committee, or in his absence, by the Vice-Chairman, if one has been elected, failing which by the Captain. Should all be absent, the members present and entitled to vote, shall elect a Chairman for that meeting.
10.12. In all cases of equality of votes at General Meetings, the Chairman of the meeting shall have a casting vote. Unless a ballot be demanded as provided in Rule 10.5 the declaration of the result by the Chairman shall be conclusive.
11. CONDUCT OF MEMBERS
11.1. All members shall conduct themselves in a proper manner and in accordance with the general principles of golf ethics and proper behaviour, in accordance with these rules and By-Laws and other requirements of the Club and shall act respectfully and courteously to other members and employees of the Club.
11.2. Should any member, in the opinion of the Committee, commit any willful breach of the rules or by-laws of the Club, or be guilty of improper, dishonest or unworthy conduct, or fail to make any payments of monies due to the Club after due notice, or be guilty of conduct unbecoming or prejudicial to the interests of the Club, whether within the Club’s precincts or outside them, the Committee shall have the power:
11.2.1. To expel such member.
11.2.2. To deprive such member of any or all the rights and
advantages of his, or her, membership during such time or period as the Committee in its absolute discretion, may deem fit and advisable.
11.2.3. To call upon such member, in writing, through the Manager, to resign, and if he or she fails to resign within 14 (fourteen) days of the date of such request, to expel such member.
11.2.4. To call upon such member to appear before the Committee or a sub-committee appointed for that purpose and there to explain his, or her, conduct and should such member fail to appear when called upon; to expel or otherwise deal with such member as provided in these rules.
Notwithstanding the above, the Committee may appoint a sub-Committee to deal with the above matters and such sub-Committee shall have the same powers as the Committee, provided however, that it’s decision shall be subject to ratification by the Committee at it’s next meeting.
11.3. Any member, expelled or called upon to resign by the Committee, shall have the right to appeal against the Committee’s decision to a Special Meeting of members, called for that purpose.
11.4. Such special meeting shall be convened without delay, after the member concerned has notified in writing his, or her, desire thus to appeal and has deposited with the Secretary a sum of money which, in the opinion of the Committee, will be sufficient to cover all expenses which would be incurred in convening and holding the Special Meeting. In the event of the member’s appeal proving successful, the deposit shall be refunded.
11.5. Where an appeal has been lodged in accordance with these rules, the Committee’s decision shall remain in abeyance, but the member concerned shall, from the date of such decision until the decision of the Special meeting is obtained, be precluded from all privileges of membership.
12.1. Non-Members of the Club may be introduced to the Club premises, by any member or the Manager, as playing guests on payment of such fees and subject to such conditions as the Committee may from time to time determine.
12.2. A member may not introduce more than 6 (six) playing guests at any one time, without having first received the express sanction of the Captain, or in his absence, any Committee member present, or the Manager.
12.3. The names and full residential addresses of all guests must be entered by the member or members introducing them, in the Visitor’s Book kept for that purpose, which entry must be signed by the introducing member, or members.
12.4. The responsibility of ascertaining whether a guest is eligible to be introduced as such to the Club and generally all responsibility relating to a guest while on the Club premises shall rest on the member introducing such guest or guests. No member who has been expelled or asked to resign by the Committee in terms of Rule 11 shall be introduced to the Club as a guest.
12.5. Club Notices to members shall be posted on the Notice Board provided on the Club’s premises. This posting shall be regarded as sufficient notice to each and every individual member.
12.6. Members shall communicate their addresses from time to time to the Manager, who shall keep an official register of members and their addresses.
12.7. Notices shall be considered to be properly delivered by posting same to a member’s address in the Manager’s records. In the event of such member failing to register his, or her, address, such notice shall be considered to be properly delivered by placing the same in the Club’s letter rack.
12.8. In case of doubt as to the meaning of any rule or by-law the interpretation of the Committee shall be binding upon members.
12.9. All complaints and suggestions shall be lodged by letter to the Manager and be brought before the Committee. A member may also make use of the Complaints Book.
12.10. Under no circumstances is a servant or employee of the Club to be reprimanded directly by a member, and all complaints shall be lodged with the Manager or Chairman.
12.11. A scale of charges shall, from time to time be fixed by the Committee and exhibited in the Clubhouse, together with entrance and subscription fees payable by member.
12.12. All immovable property acquired by the Club shall be vested in its Trustees who shall number not less than two. The Committee, for the time being, shall have power to appoint such Trustees, from time to time, and delegate to such Trustees all such powers, as the Committee may consider necessary and expedient in the interests of the Club. In the event of there, for any reason whatsoever, being no trustees, the Committee shall be deemed to be trustees for the purposes of this role or to appoint trustees.
12.13. All acts done by the Committee or members thereof in bona fide execution of their duties, shall be deemed to have been done by the Club as a whole, and the members of the Committee shall be liable for such acts only to an equal extent with other members of the Club.
12.14. Any local rule or by-law, made or amended by the Committee, shall be posted on the Notice Board at the Club, and thereafter shall have effect and be binding on all persons as if it were part of these rules, until it is revoked either by the Committee, or by a vote of an Annual or Special General Meeting. Any by-law or local rule revoked by the Committee shall cease to be operative after a notice to that effect has been posted on any of the Notice Boards.
12.15. Proper books of account shall at all times be kept and maintained, which shall be subject to examination by an auditor appointed at the Annual General Meeting of members.
12.16. The game of golf shall be played under the Rules approved by the Royal and Ancient Golf Club of St. Andrews, Scotland, and under such local by-laws as may from time to time be framed by the Committee, provided they are not in conflict with the Rules and by-laws of the Royal and Ancient Golf Club of St. Andrews, Scotland.
12.17. It is a condition of membership, including temporary, and visitors membership, that such members and persons (including their guests) join and use the facility of the Club and its environs and play golf and enter the Clubs premises and grounds, at their sole and absolute risk, and the Club, its employees and officials shall under no circumstances be liable for any claims of any kind or nature whatsoever, nothing excepted arising from any act or acts of commission or omission, whether negligent or not, by any member, player, employee, official of the Club or by any other person.
13.1 This Constitution may be amended at a properly constituted Special General Meeting or at the Annual General Meeting of which proper notice has been given in terms of paragraph 10.10 of this constitution.
13.2 The notice of the meeting must be set out clearly and concisely the amendment(s) proposed.
13.3 Any amendment, in order to be passed, shall require a majority vote of not less than two thirds of the members present and entitled to vote.