1. INTERPRETATION

Throughout this Constitution and in any Regulations framed under it, words importing the singular shall include the plural, words importing the masculine gender shall include the feminine and neuter genders and vice versa unless such interpretation is inconsistent with the context thereof.

2. NAME

The name of the Club shall be SOUTH AFRICAN GREAT DANE ASSOCIATION  hereafter referred to as ‘the Club’.

3. AFFILIATION WITH THE KENNEL UNION OF SOUTHERN AFRICA

The Association shall be affiliated with the Kennel Union of Southern Africa and shall observe the Constitution, Rules and Regulations of that body.

4. HEADQUARTERS AND ADDRESS OF CLUB

The headquarters of the Club shall be as determined from time to time by the Committee, but shall be

 In  East GAUTENG  and the Club’s Shows shall take place within that area.

5. OBJECTS

The objects of the Club shall be :

• to promote, encourage, foster and advance the breeding, well-being of and interest in the GREAT DANE  breed of dog;       
• to observe and adhere to the breed Standard of the GREAT DANE breed of dog adopted by the Kennel Union of Southern Africa, and to urge the adoption of such standard upon Breeders, Judges and Exhibitors as the recognised Standard by which GREAT DANES are to be judged.
• to organise and hold shows in breed, obedience and other dog activities recognised by the Kennel Union of Southern Africa and encourage the training of the breed in obedience, working trials and other dog activities recognised by the Kennel Union of Southern Africa.
• to promote a better understanding of dogs and a wider knowledge of dogs and dog affairs and to promote goodwill both among people interested in dogs and towards dogs and people interested in dogs;

6. POWERS

For the better attainment of its objects, the Club shall be empowered :

• to collect, canvass for and to accept subscriptions, donations, bequests, endowments and benefits of any nature for the Club, from any person or body or from any source whatsoever;
• to invest the funds and assets of the Club in securities nominated by the Committee
• to offer prizes and trophies in connection with any of the Club’s activities;
• to arrange social functions for members and guests;
• to design, register and issue any heraldic arms, badges or uniforms;
• generally to perform all such acts as may be expedient or necessary to further the interests of the Club and objects for which it is formed;
• buy, dispose of, rent, lease and/or hire movable property, goods and services required for the effective conduct of the Club’s affairs or for the advancement of the interests of the Club’s members. 

7. TRADING AND INCOME

The Club shall not engage in any activity or transaction which has as its object the financial gain of any person or persons or any institution other than the Club.  The income and property of the Club shall be used solely for the pursuit of the Club’s objects.

8. TRUSTEE

The Chairman of the Club for the time being shall be the Trustee of the Club in whom shall vest all movable and immovable property of the Club and who shall be entitled to sue and accept service in the name of the Club.  In handling the property of the Club and in dealing with legal issues the Trustee shall always act on behalf of the Club and in accordance with such directions given or decisions made from time to time by the Committee or passed by members in a general meeting of the Club.

9. INDEMNITY

All office bearers and members of the Club shall be indemnified by the Club in respect of any legal liability incurred while acting on behalf of the Club, provided they acted in accordance with directions given or decisions made from time to time by the Committee or passed by members in a general meeting of the Club.

10. MEMBERSHIP

Membership shall be open to any person who is not disqualified or suspended by the Kennel Union of Southern Africa.

There shall be five  (5) classes of membership viz :

1. Honorary Life Members: who shall be persons nominated by the unanimous vote of the Committee and subsequently elected at the next Annual General Meeting of the Club by a two-thirds majority of members with voting rights. Persons nominated for honorary life membership shall be those considered worthy of special recognition for services to the Club, to dog affairs or for an outstanding achievement in connection with dogs.  At any one time the total number of Honorary Life Members shall not exceed 8 (eight).  This maximum number of 8 (eight) Honorary Life Members will remain in force and will not be further increased at any time during the entire life of the Association. An honorary life member shall enjoy the full privileges of membership of the Club, free of entrance fee and subscription and shall be entitled to vote as an ordinary member.
2. Honorary Members :The Association may from time to time appoint for a period of not more than one year as honorary members any persons who, in the opinion of the Committee are in sympathy with and useful to the Association.  Such honorary members shall be allowed to be present at all meetings but shall not be allowed to vote on or move resolutions.  They may, however, be allowed to address the meeting or make suggestions.
3. Ordinary Members: being members over eighteen (18) years of age who are not otherwise defined in this section.  An ordinary member shall be entitled to vote at all general meetings of the Club.
4. Breeder Members being members over twenty one (21) years of age who intend breeding Great Dane litters from time to time or are at present involved in the breeding of Great Danes. Who have made their intention or activity  so known to the club and who agree to pay the breeder membership subscription and to abide by the club’s rules and requirements to qualify for this status.   This category of membership also provides for “Breeders double membership”  The club will refer puppy enquiries only to members accepted into this category of membership and only after 12  months of membership in this category unless otherwise agreed by the committee.  Members wishing to move from any other category of membership to this category must apply on a form provided for that specific purpose.
5. Double membership: husband & wife, life partners, any partnership which the committee consider qualifies for double membership. Both parties shall each be entitled to vote as ordinary members.

The Liability of each member shall be limited to the amount of the annual subscription.

11. APPLICATION FOR MEMBERSHIP

• Application for membership shall be made in writing on the form prescribed from time to time and shall be proposed by one member and seconded by another member at the first meeting of the Club or its Committee after the receipt of the application.
• An application for membership in any form whatever signifies that the candidate for membership agrees to accept and abide by the constitution, rules, regulations and by-laws of the Club which includes the Club’s code of ethics. In particular applicants agree to note,  accept and abide by the following ;
  • Use of the Association’s name in advertising is not permitted by any Member for the promotion of their breeding, kennel name, sale of puppies or for any other reason without the specific written permission of the Association. This ruling however does NOT apply to reference to any wins at the Association’s shows.  Any breach of this requirement will be viewed in the most serious terms and will result in the Committee meeting to consider exercising their rights as per Item 13 of this Constitution.   
  • Applicants for the Breeders class of membership agree to
    • register every litter bred by them – reasonable suspicion of breach of this requirement will result in the committee being called to debate, examine the facts and vote on the member being moved from the Club’s breeder membership to ordinary membership or receive a written warning of intention to do so if the action is repeated. The member concerned will be given the opportunity to be present and to speak at such meeting.
    • abide by the minimum and maximum age limits recommended for the breeding of bitches. (no litters whelped prior to the 24th month or after the 75th month of the bitches life) – breach of this requirement without prior consultation or advising of circumstances to committee will result in the member being given the opportunity to explain the reasons why the breeding was felt necessary or mating came about accidentally and thereafter a committee decision as to whether the member should remain on the Club’s breeder membership list or be moved to the ordinary member list. Note:  Both above require a 100% vote by the full Committee and are subject to appeal by the member concerned but the Committee decision shall be final. 
    • Provide any other information required on the breeder member application form or by the committee.
• Until acceptance by the Committee has been conveyed to the applicant he shall have no voting rights.
• The Committee shall have complete and absolute discretion to accept, refuse or refer any application

12. LAPSING OF MEMBERSHIP

Membership will lapse :    

• Upon failure to pay a renewal subscription within sixty (60) days of the date on which it became due;

• Upon the receipt by the Secretary of written notice or resignation. All fees, subscriptions and other monies due prior to the date of receipt of the notice of resignation shall remain due and payable;
• Upon the death of a member;
• Upon the event of any member, including an honorary life member, being convicted of any offence and sentenced to imprisonment without the option of a fine or being convicted of any offence relating to cruelty towards or neglect of any animal;
• Upon the member being disqualified or suspended by the Kennel Union of Southern Africa.
• Upon a member being reprimanded in writing as per the provisions of Item 13 (a)(i) of this Constitution, three (3) times within a period of twenty four (24) months or suspended twice (Item 13 (a)(ii)) during the entire period of membership.
• Upon Expulsion in terms of Item 13 (a)(iii) of this Constitution.

13. REPRIMAND, EXPULSION OR SUSPENSION OF A MEMBER

• Whenever by majority vote of the whole number of its Committee members, the Committee is of the opinion that the behaviour or conduct of a member has been harmful, prejudicial or injurious to the objects, interests, good order or character of the Club or of the Kennel Union of Southern Africa, the Committee shall have the power to :
  • reprimand such member in writing;
  • suspend such member from all privileges of membership for a period not exceeding six (6) months in cases where in the opinion of the Committee his conduct was not sufficiently serious to justify expulsion.  A member who has been suspended shall not be entitled to the refund of any fee or subscriptions paid or due by him;
  • expel such member who shall thereupon be debarred from all privileges of the Club.
• Before deciding to expel or suspend a member, such member shall be afforded full opportunity to explain his conduct to the Committee.
• A member who has been suspended or expelled shall have the right to appeal against his suspension or expulsion to the members of the Club in a Special General Meeting.  Such appeal must be lodged within thirty (30) days of the receipt of notification of such suspension or expulsion with the Chairman or Secretary who shall take immediate steps to convene the Special General Meeting.  At this meeting the case against the member shall be put by one (1) member of the Committee on behalf of the Committee and the member shall be given equal opportunity to defend himself.  To reverse the Committee’s decision will require two-thirds majority of members with voting rights present.  The vote shall be taken by ballot.

14. SUBSCRIPTIONS

• Subscriptions payable by the various categories of members shall be as determined from time to time by the Committee and ratified at an Annual General Meeting for commencement in the following financial year and may include special subscriptions from members participating in training.
• Subscriptions shall be for one (1) year from :

          1^st January of each year

• Renewal subscriptions shall be due and payable on 1^st January each year.

15. PATRON, PRESIDENT AND HONORARY VICE-PRESIDENT

• At each Annual General Meeting the members with voting rights may elect to invite such persons as they consider desirable to be :
  • Patron;
  • President;
  • Honorary Vice-Presidents (of which there may be a maximum of 10 at any one

                time)

                All of whom hold office at the members’ pleasure.

• The President and Honorary Vice-Presidents may take part in any general meeting of the Club and the President may also attend any meeting of the Committee and participate in the discussions thereat but these officers shall not, per se, carry any entitlement to vote.

16. A          MANAGEMENT COMMITTEE

• The management and control of the Club shall be vested in a Committee consisting of not less than six (6)  and not more than ten (10) Committee members  all of whom shall be :
  • members of the Club;
  • members of KUSA
  • not less than eighteen (18) years of age;
  • elected at an Annual General Meeting in the following manner ;
    1. Nomination shall be made in writing, signed by the proposer and seconder who shall be fully paid up members and either signed by the nominee or accompanied by his/her written agreement of willingness to serve on the committee.
    2. Nominations shall be in the hands of the Secretary before the opening of the meeting at which the election is to take place.
    3. If there are more nominees than vacancies to be filled, an election shall take place, the method of voting being by ballot.
  • shall hold office as hereinafter provided.
• At its first meeting, which shall be held within seven (7) days of the Annual General Meeting at which it was elected, the Committee shall :
  • from among its number elect a Chairman and Vice-Chairman;
  • from amongst its number, appoint an Honorary Secretary
  • not necessarily from its number, appoint an Honorary Treasurer who must be a SAGDA member.

                  Note:     The Secretary and Treasurer may be one and the same person but in that case must be a committee member.

         The total number of persons comprising officers and Committee must be an even number.

         B          TERMS OF OFFICE

• The Committee elected at its first Annual General Meeting held under this Constitution shall, at is first meeting, determine by lot which members being one-third of the total membership of the Committee shall retire from office at the end of the next ensuing Annual General Meeting.  Except for the Committee members thus chosen to serve for one (1) year only, all Committee members shall be elected to serve for a term of three (3) years.  All Committee members upon conclusion of their term of office may offer themselves for re-election provided they remain eligible otherwise.
• The offices of Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer shall be held from the date of appointment thereto until the close of the next Annual General Meeting.

         C          VACANCY

• A Committee member’s seat shall fall vacant if such member :
  • dies – from the date of his death;
  • resigns – from the date of such resignation;
  • otherwise ceases to be a member of the Club – from the date his membership ceases;
  • fails to attend three (3) consecutive meetings of the Committee without the permission of the Committee – from the day following the date of the third meeting he has failed to attend.
• The Committee may appoint a member of the Club to fill any vacancy arising in terms of subsection (a) above and such member shall hold office for the remainder of the term of office of the Committee member he has replaced.

17. POWERS OF COMMITTEE

• The Committee shall have full power and authority to carry out all or any of the objects of the Club save where such powers are expressly reserved for a General Meeting.

• In particular but without prejudice to this general authority, the Committee shall have power and authority;
  • to make, vary and repeal regulations for the better conduct of the Club;
  • to appoint such Committees and Sub-Committees as may be found necessary for the efficient administration of the Club for any special purpose and to delegate thereunto such of its powers as it may seem desirable.  Sub-Committees shall report back to the Committee;
  • to supervise the investment of the funds and assets of the Club and the depositing of Club funds in a Bank, Building Society or Financial Institution selected by it;
  • to ensure that all cheques and other negotiable instruments are signed by not less than two (2) persons, one of whom shall be the Honorary Treasurer and the other an appointed member of the Committee who may not be the spouse or close relative or member of the household of the Honorary Treasurer;
  • to control the sale and issue of the Club’s arms, badges and uniforms;
  • to take such disciplinary action in terms of this Constitution as may be necessary;
  • to seek the view of members upon any matters by means of a questionnaire, referendum or ballot;
  • to perform all acts and deeds and do all things as are consistent with this Constitution;
  • to seek interpretation from the KUSA of any provision of this Constitution and any rules and regulations made thereunder.

18. DUTIES OF OFFICERS

   A.          CHAIRMAN AND VICE-CHAIRMAN

• It shall be the duty of the Chairman and Vice-Chairman to further the interests and prestige of the Club at all times and to ensure that the provisions of this Constitution and any regulations framed thereunder are complied with and that all decisions of the Club in General Meeting and of the Committee are carried into effect.
• The Chairman shall preside at all meetings of the Club and of the Committee, and in his absence the Vice-Chairman, if present, shall preside.  If the Chairman and Vice-Chairman are both absent, the members present shall appoint from among their number a member to preside at such a meeting and the person so appointed shall have and exercise the powers and functions which could have been exercised by the Chairman if present.
• The Chairman or in his absence the Deputy Chairman shall, at the Annual General Meeting, report on the activities of the Club during the past year.

   B.          HONORARY SECRETARY

It shall be the duty of the Honorary Secretary :

• to attend all general meetings of the Club and all meetings of the Committee and to maintain a correct record of the proceedings and decisions taken thereat. In the event of the Honorary Secretary being unable to be present at any meeting, he shall ensure that the minute books, correspondence etc., required at the meeting are handed to the Chairman or some member of the Committee prior to the meeting.  In such event the meeting shall nominate one (1) of its members to act as Secretary at the meeting;
• subject to the control of the Committee, to receive and conduct the correspondence of the Club;
• to ensure that all notices required by this Constitution are properly given;
• to maintain up-to-date, a Register of Members and their addresses,
• on relinquishment of his Office, to hand all books and records to his successor.

   C.          HONORARY TREASURER

It shall be the duty of the Honorary Treasurer :

• To attend all general meetings of the Club and all meetings of the Committee. In the event of the Treasurer being unable to be present at any meeting, he shall ensure that the financial books and any financial statement or report required at the meeting are handed to the Chairman or a member of the Committee prior to the meeting.  In such event it shall be the duty of the Honorary Secretary to inform the Honorary Treasurer of all decisions relating to financial matters taken at the meeting;
• to maintain up-to-date, proper books of account reflecting the Club’s financial transactions and to reflect adequately the financial position of the Club;
• subject to the control of the Committee, to administer the finances of the Club;
• to collect and bank expeditiously all monies owing to the Club and to disburse monies due by the Club without undue delay;
• to keep the Committee informed at all times on the general financial position of the Club;
• to prepare a report on the financial transactions of the past financial year for presentation at the Annual General Meeting;
• on relinquishment of his Office, to hand all books and records to his successor.

   D.          AUDITOR

• At each Annual General Meeting an auditor who may not necessarily be a member, but shall hold adequate experience to discharge his duties, shall be elected and he shall audit the books of account, verify the assets of the Club, audit the annual accounts and balance sheet and report thereon prior to the Annual General Meeting.
• No member of the Committee shall be eligible for appointment as auditor.

   E.          OTHER OFFICERS

         The duty of any other officers appointed by the Club or the Committee shall be laid down by the appointing body.

19. FINANCE AND ACCOUNTS

• The financial year of the Club shall be the twelve (12) calendar months ending  31^st .December  in each and every year.
• No person other than a person acting within the limits of any authority conferred upon him by this Constitution or by the Committee shall have the authority to give receipt for money or otherwise to enter into contract or arrangement having the effect of imposing any liability on the Club or in any other way pledge the credit of the Club.
• The books of account to be kept by the Treasurer in terms of Section 18C of this Constitution shall be open at all times to the inspection of any member of the Committee. 

  20. MEETINGS

At all meetings of the Club or Committee only the votes of those present in person and entitled to vote shall be recorded.

   A.          THE ANNUAL GENERAL MEETING

• The Annual General Meeting shall be held not later than three (3) months after the close of the Club’s financial year on a date and at a time and place to be determined by the Committee.
• It shall be competent for any member to request that an item other than a proposal to amend, alter or add to the Constitution, be placed on the Agenda provided that such request is in the hands of the Honorary Secretary not later than thirty (30) days prior to the date of the meeting.
• Notice stating the date, time and place of the Annual General Meeting and including any proposal to amend the Constitution shall be posted to all members not less than  twenty one (21) days before the date of such meeting.
• The Agenda for such meeting, which shall include the following items, shall be posted to all members not less than twenty one (21) days before the date of such meeting :

     NOTICE CONVENING THE MEETING.

     Minutes of previous Annual General Meeting and of any Special General Meeting held since then.

    Matters arising from the foregoing Minutes.

    Chairman’s Report for the year.

    Honorary Treasurer’s Report and Audited Balance Sheet and Income and Expenditure Account for the Year.

    Motions for the amendment of the Constitution as advised in the notice convening the meeting.

    Matters submitted by the Committee.

    Matters submitted by Members.

    Election of Officers and Committee

    Appointment of an Auditor

    Appointment of honorary Veterinarian/s

No matter which does not appear on the Agenda may be discussed as part of the business of the meeting.

   B.          SPECIAL GENERAL MEETINGS

• Special General Meetings shall be called :
  • by the direction of the Committee
  • when required to consider any matter in terms of this Constitution
  • on a requisition (stating clearly in detail the purpose of the meeting) signed by not less than twenty (20) members.
• Notice stating the date, time and place of such a meeting and setting out the business to be transacted thereat shall be posted to each member not less than thirty (30) days prior to the date of such meeting.
• A Special General Meeting required or requisitioned in terms of subsection (i), (b) or (c) above, shall be convened within six (6) weeks of the receipt by the Honorary Secretary of such requisition or of the information making such Special Meeting necessary.
• No business except that stated in the notice convening the meeting may be transacted at any Special General Meeting.

   C.          COMMITTEE MEETINGS

• The Committee shall meet for the despatch of business as often as is necessary but not less than  4,(four) times per year, provided that the Secretary shall convene a meeting of the Committee immediately on receipt of a written request signed by at least five (5) members of the Committee and setting out in full the purpose of the meeting.
• Not less than seven (7) days notice of all meetings of the Committee shall be given.

   D.          NON-RECEIPT OF NOTICES

The non-receipt by a member of a notice convening any meeting of the Club or Committee shall not vitiate the proceedings of such meeting.

21. QUORUMS AT MEETINGS

• Except where elsewhere provided, the quorum at any :
  • Annual or Special General Meeting shall be the full number of the committee plus 50 %
  • Committee meeting -one half of the full Committee.
• If at the expiration of twenty (20) minutes after the scheduled time of commencement of the meeting a quorum is not present, the meeting shall :
  • if it is a Special General Meeting called on the requisition of members – be abandoned;  OR
  • in the case of an Annual General Meeting the Club shall proceed to hold its meeting but only the following items may be dealt with:
    • Adoption of the Minutes of the previous AGM and any SGM held during the year.
    • Matters arising therefrom
    • Chairman’s Report
    • Honorary Treasurers report and Audited Financial Statements
    • Election of Officers, Committee and Auditor
    • Appointment of Honorary Veterinarian.
  • in all other cases the Club shall proceed to hold its meeting and discharge the business in terms of the Notice and Agenda which shall have no effect until ratification of at a meeting at which a quorum is present.

22. VOTING

• At all General Meetings of the Club every member vested with a vote in terms of Section 10 shall be entitled to one (1) vote.  Matters before such meetings shall be decided by a simple majority of the votes of those present, except where a specific majority is required in terms of this Constitution.  Voting shall be by a show of hands unless three (3) or more voting members demand that such voting be conducted by ballot.  If a ballot is so demanded it shall be by secret vote.  The result of the ballot shall be deemed to be a decision of the meeting at which the ballot was requested.
• At Committee meetings each Committee member shall have one (1) vote.  Matters before the Committee shall be decided upon by a simple majority of the votes of those present and voting except where a specific majority is required in terms of this Constitution.
• At all meetings of the Club or the Club Committee, the Chairman of the meeting shall, in the event of an equal number of votes cast for and against a motion, have a casting vote in addition to his deliberative one.

23. AMENDMENT OF THE CONSTITUTION

• No alteration, amendment or addition to this Constitution shall:
  • be made except at an Annual or Special General Meeting properly convened and then only if not less than two-thirds of the members with voting rights who are present, vote in favour thereof;
  • become effective until it has been approved by the Executive Council of the Kennel Union.
• A proposal to alter, amend or add to this Constitution may be submitted only:
  • by the Committee, or
  • by a requisition signed by not less than twenty (20) members addressed to the Secretary.
• Notwithstanding section (b) above, any member with voting rights may propose an amendment, alteration or addition to this Constitution by submitting such proposal in writing and fully motivated, to the Secretary, who shall lay such proposal before the next meeting of the Committee.  The Committee shall have discretion to determine whether or not the proposal will be submitted to a General Meeting. 

24. DISSOLUTION OF THE CLUB

•  Any proposal to dissolve the Club shall only be considered at a Special General Meeting convened for the purpose, and then only in terms of this section.
• No proposal to dissolve the Club shall be considered unless there are present not less than two-thirds of the members with voting rights of the Club at the time of such proposal, of whom not less than three-quarters vote in favour of such proposal.
• Immediately a decision to dissolve the Club has been carefully taken in terms of this section, the  Committee shall forthwith liquidate the affairs of the Club and if there is any surplus of assets on realisation, such surplus shall be disposed of to another body or bodies of similar interests in the manner prescribed by the Special General Meeting at which the decision to dissolve the Club was taken.  Should there be no effective membership or committee, any interested party may seek assistance from The Secretary, KUSA or the Provincial Council regarding the liquidation of the Club’s affairs including the allocation of any surplus assets.
• A proposal to merge with any other Club affiliated to the Kennel Union of Southern Africa shall be dealt with in the same manner as proposal to dissolve the Club and the terms of such merger shall be approved at the Special General Meeting convened to consider the proposal to merge.
• Any trophies in the possession of the Club being dissolved shall be disposed of as follows:
  • Donated Trophies – disposed of on the express instructions of the donor.
  • Where a donor, his legal representative or Executors in his estate, if deceased, cannot be located, trophies should be made available to another body or bodies with similar interests on the condition that any subsequent allocation of such trophies does not conflict in circumstances where the donor has detailed the conditions under which a trophy may be awarded.

Amendments:

Amendment agreed 2006 AGM and approved at ExCo 09/2006. Clause 12(a)  to read “60 days” in place of “90 days”

Amendment agreed  2009 AGM and approved at ExCo 08/2009. Clause 20(c) to read “four (4) times per year” in place of “once every two (2) months ”

Amendment agreed 2013 AGM and approved at FedCo 11/2013 Clause 16A (a) to read  The management and control of the Club shall be vested in a Committee consisting of not less than six (6) and not more than (10)  Committee members. In place of “than ten (10) and not more than twelve (12).