MERCEDES BENZ CLUB OF KENYA
This Constitution is the body of Rules and Regulations by which the Mercedes Benz Club of Kenya (MBCK) is regulated. The rules are divided into four sections as follows:
Club name and objectives.
Conduct of meetings.
CLUB NAME AND OBJECTIVES
The name of the Club shall be, “Mercedes Benz Club of Kenya”, hereafter referred to as “the Club”.
The Club exists to:
(a) To facilitate a community of Mercedes Benz owners and enthusiasts, including a message board and social events.
To pay for organisational costs in setting up social events, and subsidise these for paid members where possible.
To promote the club for its growth in membership and recognition, such that members can benefit with preferential services and offers associated with Mercedes Benz ownership;
To subsidise membership and subscription of the club to organisations that will benefit club members,or give them access to events/offers/discounts to events
Arrange tours, lectures, discussions and social and other meetings;
Afford Members such benefits and privileges as may be possible;
Provide Members with assistance, advice and information on matters connected with motoring and maintenance of their vehicles.
To organize and execute charitable events where 100% of proceeds are donated to a charity as voted by the members.
1.2 Use of Club Name and Address
The name and/or address of the Club shall not be given by any Member as their address for any trade, advertising, business purposes or in connection with any legal proceedings.
No part of the net earnings of the Club shall insure to the benefit, or be distributable to, its Directors, officers, members, or other private persons except that the Club shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth in Article II hereof.
No substantial part of the activities of the Club shall be the carrying on of propaganda, or participating in, or intervention in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office.
Membership shall consist of the following category;
FOUNDER MEMBER – this membership shall be restricted to those present and instrumental in the founding of the club and shall be lifetime in nature. The Founder Members of the Club shall have the Titular Positions of President and Vice- President. Except for Casting Vote, the founding members are not entitled to vote on Committee matters.
BASIC MEMBERSHIP – this allows member to access and participate in the Club’s online forums and club events
FULL /FAMILY MEMBERSHIP – This accords full recognition as a bona fide member of the Club for a term of one year from approval and entitles you to specific rights and privileges that accrues by virtue of such membership.
CORPORATE MEMBERSHIP – For businesses trying to sell or promote to club members
2.1 Election of Members
Applications for Membership of the Club shall be submitted to the Committee in session by the Secretary, and the election of such candidates (for membership) shall be at the discretion of the Committee.
Membership of the Club shall continue only for the period covered by the current subscription, and Members shall be subject to re-election annually, by the Committee.
All applications must be made by an individual in his/her own correct name and be signed by that applicant personally.
2.2 Provisional Membership
Any applicant for Membership of the Club shall, on acceptance of their subscription, become a Provisional Member of the Club. Provisional Membership shall only hold good until the next meeting of the Committee after the payment of the subscription of that Provisional Member.
2.3 Admission Voting
A vote of one-third of the entire Committee against an application for Membership shall exclude that applicant from Membership.
Annual Membership subscription shall be proposed by the Committee and approved by a majority at the Annual General Meeting.
2.5 Payment of Subscription
Payment of subscription falls annually and is due on the First of January or any other time as may be pointed out by the Committee
2.6 Subscription Non-payment
Any Member of the Club who has not paid their subscription within two clear months of the date on which it falls due shall be assumed to have resigned from the Club.
Any Member ceasing, voluntarily or otherwise, to be a Member of the Club, shall thereafter cease to have any claim upon the property of the Club or to enjoy any of the privileges of Membership, but shall remain liable for the payment of any debts due to the Club.
2.8 Honorary Membership
The Committee may elect as Honorary Members any person or persons who have been distinguished in promoting the cause of motoring in general or of the Club in particular, subject to ratification at the next General Meeting.
2.9 Expulsion of Members
It shall be the duty of the Committee if at any time they shall be of the opinion that the interests of the Club so require, by letter, to invite any Member to withdraw from the Club within a time specified in such letter, and in default of such withdrawal to submit the question of their expulsion to a full meeting of the Committee, to be held within six weeks after the date of such letter. Members of the Committee shall be given seven days notice that a question of withdrawal or expulsion is to be discussed at a meeting of the Committee. The Member whose expulsion is under consideration shall be given at least seven days notice of such a meeting and shall be allowed to offer an explanation of their conduct verbally, or in writing and if two-thirds of the whole Committee shall then vote for his expulsion, they shall at once cease to be a Member of the Club.
2.10 Observation and Interpretation of the Rules
Every Member binds themselves to abide by the Rules of the Club and also to any modifications made in conformity with the Rules and to accept as final and binding the decision of the Committee in all cases of dispute or disagreement as to the interpretation.
2.11 Access to the Rules and Regulations
Every Member shall have access to the Club Constitution on election to Membership.
2.12 Property of the Club
Any badges, property and/or equipment issued to a Member by or for the Club shall remain the property of the Club. On termination of their Membership, Members shall deliver up such property to the Secretary.
OFFICIALS OF THE CLUB
The authority and responsibility for the transaction of the business of the Club for its management shall be vested in a Committee, who, in addition to the powers and authorities by these rules expressly conferred on them, may exercise all powers and do all acts in furtherance of the objects for which the Club is established, other than those hereby expressly directed or required to be exercised or done by the Club in General Meeting.
3.2 Election of Officers
The Chairperson and Vice- Chairperson of the Club, Treasurer, Secretary and other Committee Members shall be elected at the Annual General Meeting, subject to termination at the next Annual General Meeting following their appointment.
Nominations of Candidates for election to the Committee must be received by the Secretary not less than seven days before the Annual General Meeting, with an intimation in writing signed by each Member nominated that they are willing to serve. Nominations of Candidates shall be signed by the Member proposing them.
The Committee shall consist of not less than Three and not more than Ten Members, exclusive of the President and Vice-President/s, who shall be ex-officio Members of the Committee. The Committee shall elect from among its Members a Chairman and Vice-Chairman.
The Committee shall have the power to co-opt other Members as they deem necessary.
The Committee may appoint, from outside the Membership of the Club, an Auditor and/or a Solicitor.
The Committee shall have the power to appoint a Sub-Committee of not less than three persons to meet on its behalf in respect of any matter, which is specifically referred to the Committee.
One quarter of the Members of the Committee shall form a quorum.
3.4 Meetings of the Committee
The Secretary, either of his own accord or by the direction of the Chairman, shall, unless otherwise agreed by all the Committee, give at least seven days notice of the holding of a Committee Meeting.
3.5 Absence from Committee
Any Member of the Committee who shall, without sufficient reason, absent themselves from three consecutive Committee Meetings may be assumed to have resigned from the Committee.
3.6 Voting of Committee Members
Each Member present at a meeting of the Committee shall be entitled to exercise one vote. The Founding Members comprising of the President and Vice-President shall not vote except in the exercise of a casting vote. The Committee shall vote by ballot if any Member present so demands.
3.7 The office of Committee member shall be vacated if a Committee member: –
Resigns his office by notice in writing to the Club; or
Ceases to be a member
4.1 The Annual General Meeting
The Annual General Meeting of the Club shall be held in the month of February in each year upon a date and at a time to be fixed by the Committee.
The Annual General Meeting shall:
receive from the Committee a full statement of accounts which may be audited, showing the receipts and expenditure for the year ended 31st December;
receive from the Committee a report of the activities of the Club during the said year;
elect the Chairman, Secretary (and Assistant) and Treasurer (and Assistant), and Members of the Committee;
elect the Committee;
decide on any resolution which may be duly submitted to the meeting as provided for in these rules.
4.2 Special General Meeting
A Special General Meeting may be convened by the direction of the Committee, or by the Secretary on the requisition of at least Sixty Five percent of the Members of the Club.
When Members wish a matter to be discussed at a General Meeting, the text of that matter, signed by at least two Members, shall be sent to the Secretary at least fourteen days before the date of such meeting so as to be included in the agenda of that meeting.
A copy of the agenda shall be sent to each Member at least five days prior to the date of the meeting, but the fact that any Member has not received a copy of the agenda shall not invalidate the proceedings.
Business which is not included in the agenda, under the item “Any Other Business” shall not be discussed at the meeting unless every Member present is in favour of the discussion taking place.
Every Member with the right to be present may express one vote. The President and Vice- President(s) shall not vote except in the exercise of a casting vote. At all General Meetings, except as provided in sub-section 1.3, a majority of votes decides a resolution.
4.5 Right to be Present
No one can take part in General Meetings unless they have been duly elected as a Member of the Club, and has paid their subscription according to these Rules, except in the case of persons outside the Membership who have been appointed by the Committee to act on the Clubs behalf.
The Committee shall cause proper books of account to be kept relating to:
all sums of money received and expended by the Club and the matters in respect of which the receipt and expenditure takes place;
all sales and purchases of goods by the Club; and
the assets and liabilities of the Club.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Club’s affairs and to explain its transactions to members
The books of account shall be kept at such place as the Committee think fit, and shall at all reasonable times be open to the inspection of the Committee.
The Committee shall cause to be prepared and to be laid before the annual general meeting of the Club such profit and loss accounts, balance sheets, group accounts and reports as are required and laid before the annual general meeting of the Club.
AMENDMENT OF THE CONSTITUTION AND DISSOLUTION OF THE CLUB:
5. Amendment of the Constitution:
The constitution may be amended at a general meeting or special meeting convened for the purpose, provided that the amendment is approved by at least three quarters of the members present and the founding committee voting at the special/general meeting. 21 days notice must be given to members of the intention to pass the special resolution.
The club shall be dissolved in the event of the membership being less than 5 persons or upon the vote passed by not less than three quarters of the members present at a special meeting convened to consider such a question. 21 days notice must be given to members of the intention to dissolve the club. Upon dissolution, assets and funds on hand may after payment of all expenses and liabilities be handed over to such registered charity as three quarters of the members present at a general meeting may decided.
5.2 Transition Clause:
For the first year of the inception of the Club and prior to the Conduct of the Club’s Annual General Meeting, the Founding Members shall occupy the Position of Chairperson, and Vice Chairperson.
Pursuant to this Constitution, the committee shall have the powers to make regulations for the better carrying out of the powers given under this Constitution and also for the regulation of the conduct of the members.