Our Constitution

WESTERN CAPE ROWING

(1991, as amended)
INC. THE WESTERN PROVINCE ROWING ASSOCIATION (1907)
THE BOATING ASSOCIATION OF TABLE BAY (1883)

CONSTITUTION

1. NAME

The body established by this Constitution shall be called Western Cape Rowing, which is hereinafter referred to as the Association, or abbreviated to WCR.

2. CONSTITUENT MEMBERS

WCR is a non-profit Association of school, university and open rowing and sculling clubs located in the geographical area of the Western cape.
Only constituted clubs, and not individuals, shall be members of WCR.
Clubs formally affiliated to the Association shall hereinafter be referred to as "Members".

3. PURPOSE

The body herewith established by its Members shall manage, promote, coordinate, control, discipline, and plan the development of the sport at provincial level, and shall provide a structure for interaction between rowing and sculling clubs situated in the Western cape (hereinafter referred to as "the Province").
The Association and its Members shall not discriminate against any individual or club on the basis of race, religion, sex, or political affiliation, and shall strive to promote rowing particularly amongst those who have been disadvantaged in the past, and to foster good relations between all peoples.
The Association shall represent its Members at Rowing South Africa (RowSA), South African Schools Rowing Union (SASRU), South African Students Sports Union - Rowing (SASSUR), the Western cape Department of Sport and Recreation, and other such bodies.
The Association shall be affiliated to Rowing South Africa (RowSA), of which it shall be a Constituent Member.

4. OBJECTS OF THE ASSOCIATION

The Objects of the Association shall be to -

provide efficient and progressive management of the sport of rowing In the Province;
promote, develop, foster and encourage the sport of rowing in the Province and, wherever possible, especially amongst disadvantaged communities;
promote friendly relations and social intercourse between members of rowing and boating clubs;
regulate, manage and control the sport in the Province;
publicise safety issues amongst Members, and to support clubs in improving safety standards, on and off the water;
provide a facility for the settlement of disputes between Members;
apply the Rules of Racing as promulgated by RowSA, as amended from time to time;
arrange, organise and manage regattas, competitions and social events;
select individuals to represent the Association and the Province at all levels of the sport;
organise and promote tours of representative crews within the Province, nationally and abroad;
raise funds on behalf of the Association and its Members;
develop venues and water suitable for rowing throughout the Province;
raise the standard of rowing in the Province by providing training to coaches, guidance to club administrators and improving the quality of local regattas;
disseminate useful information to Members;
maintain contact with RowSA and its structures, other Provincial Rowing Associations and clubs, the Western cape Department of Sport and Recreation and other such organisations and institutions;
encourage the sport to develop a reputation for fairness, honesty, sportsmanship and for being drug-free; and to
generally fulfill the objects of such an Association, and to do all such things and carry out all such undertakings as may be necessary to give effect to the afore-mentioned objects.

5. POWERS

In furtherance of the above objects the Association shall have all such powers as may be necessary or appropriate for that purpose and, in particular (without limiting the generality of the afore-going), shall have power -

to sue or be sued in its own name and to be represented in Courts of Law;
to possess, apart from its Members and in its own name, movable or Immovable property, assets and rights; to purchase, hire or otherwise acquire the same; and to manage, transfer, sell, cede or otherwise dispose of the same;
to obtain funds wholly or partly from the State, from a local or other governmental authority, from private institutions, organisations, corporations and sponsors, or from the public;
to accept any gift, endowment or bequest made to or for the Association and to carry out any Trust allotted to any such gift, endowment or bequest;
to borrow in its own name and in such manner as the Association shall think fit, and in particular (but without limitation) by overdraft or loan from bankers or others or by passing mortgage or notarial bonds for registration with the proper authorities;
to open and operate a banking account in the name of the Association and to draw, accept, discount, endorse, execute, and issue promissory notes, bills of exchange, cheques and other negotiable instruments;
to invest and deal with the monies of the Association not immediately required in such manner and upon such securities (if any) as may from time to time be determined by the Executive Committee; provided that funds available for investment shall only be invested with registered financial Institutions as defined in section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1995 (No 1 of 1995);
to associate and/or affiliate with any other Association or organisation having similar objects;
to transfer, sell, cede or donate to Its Members or to any similar Association any monies, assets, rights or interest in respect of any property, whether movable or immovable;
to construct, maintain and alter any property or buildings required for the purposes of the Association;
to publish and distribute to members and/or members of the public, reports of the proceedings and activities of the Association, to maintain a website and to publish and circulate a magazine and/or other literature for the information and enlightenment of Its Members and the public;
to appoint or dismiss any agents, officials or employees and to determine and pay their remuneration and/or salaries;
to assume to be in law, theory and practice the sole representative of the rowing community in the Western cape, subject to the provisions of Article 8 (8) hereof;
to make and enforce rulings in disputes between clubs and/or individuals in clubs, affiliated to the Association;
apply and enforce directives, rules and regulations as issued by the Association and by RowSA from time to time;
to do all such acts and things as are incidental to the attainment of the objects of the Association, and which may be legally accomplished by an universitas personarum.

6. CORPORATE EXISTENCE

The Association is an independent legal persona or entity distinct from its Members and Office Bearers, having capacity of acquiring rights or property, of incurring obligations and of suing or being sued in its own name and having perpetual succession, notwithstanding changes in its membership and office bearers.
The Members and office bearers of the Association shall not be answerable for the debts or engagements of the Association, except where the Members or office bearers have acted 'Ultra Vires', and shall have no rights in the property or other assets of the Association solely by virtue of their being Members or office bearers.
All property, whether movable or immovable, corporeal, or incorporeal, and as requires registration, shall be registered in the name of the Association.

7. INCOME AND PROPERTY

The income and property of the Association wheresoever derived shall be applied solely towards the promotion of its objects, and no portion thereof shall be paid or transferred directly or indirectly in any manner whatsoever to the Members, office bearers, trustees, directors, officials or donors of the Association, provided that nothing herein contained shall prevent the payment in good faith of remuneration or other consideration to any officer, employee or servant of the Association, or to any Member thereof in consideration of any service actually rendered to the Association and/or the reimbursement of actual costs and expenses incurred on behalf of the Association.
Upon a motion to disband the Organisation be approved, Members shall consider the plan presented by the Executive for the disposal of assets, the settlement of liabilities and the distribution of any assets remaining after the settlement of liabilities (“the residue”). Approval of the plan shall be by a simple majority of Members at a Special General Meeting. The residue shall be distributed and transferred in terms of section 12(2)(o) of the Non-Profit Organisations Act 71 of 1997 (“the Act”) to another Non-Profit Organisation registered in terms of section 13 of the Act and which has similar objectives to the Association and preferably associated with the sport of rowing.

8. AFFILIATION

The Association shall be affiliated to Rowing South Africa (RowSA), Provincial sporting organizations, and other organizations as deemed necessary by the Executive Committee from time to time.

9. MEMBERSHIP

Each open club, school or university domiciled in the Western cape participating in the sport of rowing in that Province, and wishing to compete with other rowing clubs, must become affiliated to the Association - in which event such clubs become members of the Association.
Written application for membership of the Association shall be made by a club wishing to join this body, which application shall be submitted to the secretary of the Association no less than 21 days in advance of the Annual General Meeting of the Association; such application shall include a list of office-bearers, and a copy of the relevant club's constitution, code of conduct and colours.
A club shall remain a Member of the Association for as long as the club remains in good standing with the Association, according to the definition contained in Article 9 (7) hereof.
Temporary membership may be conferred on new rowing clubs at the discretion of the Executive Committee of the Association; in this event the club in question shall be bound by the provisions of this Constitution and any rules and regulations enforced by the Association, but shall not be entitled to vote at meetings of the Association.
Every affiliated dub and rower, coach, administrator or official who is a member of or in any way affiliated to any such club, and those individuals serving the Association or other entity formally affiliated to or part of the Association, shall be subject to its rules, code of conduct and this Constitution.
The Association shall consist of at least 2 members; should the Association consist of less than 2 members, it shall be obliged to dissolve itself forthwith according to the provisions of Article 29. hereof.
A Member who is defined as 'being in good standing' with the Association is one that -

(a) has submitted its constitution, code of conduct, colours and list of office bearers to the Association;
(b) is acting and operating according to its constitution;
(c) has paid its affiliation fees and/or levies to the Association timeously;
(d) is not suspended by the Association or by RowSA; and one that
(e) has not been expelled by the Association.

10. MEMBERS' RIGHTS AND OBLIGATIONS

Rights and obligations conferred on Members in terms of this Constitution, shall be taken up and executed by individuals duly elected by members of those clubs to be their representatives in all matters relating to - and at all meetings of - the Association.
All Members in good standing with the Association, may exercise the rights and privileges due to them and shall be entitled to exercise voting rights equal in weight, authority, and responsibility to other Members of the Association.
All Members shall be entitled to make equal use of the services and facilities provided by the Association, provided that such facilities have not been reserved by the Executive Committee for the exclusive use of one or other club, group or individual.
Notwithstanding the provisions of Article 5 (a) hereof, the Association and its office-bearers shall not be held personally liable by any of its Members, nor by individuals associated with these clubs, for any loss, accident, damage, death, or injury, resulting from any activities arranged by the Association and its office-bearers or from the use of its facilities.
Members shall be obliged to nominate and appoint individuals to represent their interests and attend meetings of the Association, and to otherwise engage with the Association in a supportive and constructive manner.
Members shall be obliged to abide by bona fide decisions made by RowSA, the Association and/or Its office-bearers, by the RowSA Code of Conduct and by the RowSA Rules of Racing as amended from time to time, and when necessary or applicable shall execute and implement decisions, policies and regulations promulgated by RowSA and by the Association from time to time.

11. TERMINATION AND/OR SUSPENSION OF MEMBERSHIP

A club affiliated to the Association shall cease to be a Member, upon the resignation by a club being submitted in writing to the Executive Committee (hereinafter referred to as ‘the Executive'), which if accepted shall mean that the club in question shall forthwith lose all its rights and privileges in terms of this Constitution.
The Executive may suspend the membership of an affiliated club in the following instances -
when members of such a club bring the sport of rowing into disrepute;
when a club or its members seriously and/or repeatedly contravene the provisions of -
this Constitution;
the Association's and/or RowSA's Code of Conduct;
the RowSA Rules of Racing and annexures thereto; or
any other rules and regulations as promulgated in writing from time to time, by the Association or by RowSA;
when a club is clearly unable to manage its own affairs, to the detriment of the other rowing clubs in the Province or elsewhere;
when a club fails to pay its annual fees and/or levies to the Association and/or to RowSA, subject to the provisions of Articles 23. (3), (4) & (5) hereof;
when a club or its members participates in criminal activities;
when the leadership of a club condones the use of performance-enhancing drugs or other forms of cheating by members of that club;
when members of a club encourage or condone discrimination against other members of the club, or against members of other clubs on the basis of sex, race, religion or political affiliation;
when members of a club consciously and deliberately undermine the objects of the Association;
when members of a club flout, ignore or undermine safety regulations issued by RowSA and/or the Association; and
in the event that RowSA has suspended the club for whatever reason.
Suspension of a club by the Executive shall follow due process, which shall be as follows - (a) a written complaint by a member of the rowing community or a member of the public must be handed to the Management Committee, together with a record of any prima facie evidence to support the complaint; (b) should the Management Committee consider the complaint to be serious and worthy of further investigation and/or sanction, it shall bring the matter to the attention of the Executive Committee, which shall convene as soon as is practical to consider the matter; (c) in advance of the meeting the Executive shall request a written response from the club concerned, and shall invite a representative of the club to attend the meeting; (d) the Executive shall consider the complaint and the response from the club, and shall be required to either dismiss the complaint without further action, or to impose punitive measures which may Include suspension of the club for a specified period of time; (e) should a vote be required, a majority of members of the Executive present shall be required to vote in favour of implementing any punitive measures, including suspension; (f) the club shall be notified of any measures taken against it and/or of its suspension and the terms thereof, in writing and without undue delay.
A club suspended by the Executive shall have the automatic right of appeal, and if it chooses to exercise this right, shall follow the following process, which shall be facilitated by the Executive- (a) the club shall make written and/or oral submissions to the Executive, within 7 days of receiving notification of its suspension; (b) the Executive shall review its decision based on the information presented to it, and if its decision is reaffirmed, the club may - (i) elect to accept the decision and the terms thereof; or (ii) call for a special general meeting of the Association in order to state its case and win backing for a reversal of the Executive's decision, in which event the Executive shall call such a meeting without delay.
The suspension of a club shall remain in force whilst the appeal process runs its course.
A club suspended for any reason shall lose its right to - (a) participate in the affairs of the Association; (b) attend and participate in any regattas or other events arranged under the auspices of the Association or of its members; and (c) attend, participate in or vote at meetings of the Association, bar those meetings which it is obliged to attend in terms of the appeals procedure.
Should a club fail to abide by the terms of its suspension, and fail to remedy the problem leading to its suspension within a period of 60 days of the date of its suspension, the Executive may elect to expel the club from the Association, in which event the Executive shall require members voting at a Special or Annual General Meeting to ratify such an expulsion with a 2/3rds majority.
The Executive may at any time appoint a sub-committee to deal with disciplinary matters relating to a club or a member of a club, and shall clearly define the scope and parameters of its powers, and shall delegate the necessary authority to such a sub-committee in order to facilitate a speedy and transparent resolution to such matters.

12. CODE OF CONDUCT

All elected and appointed officers of the Association and its components, and individuals participating in the activities of the clubs affiliated to the Association, shall be bound by the provisions and disciplinary procedures contained in the RowSA Code of Conduct.

13. ADMINISTRATION AND MANAGEMENT

The Association shall be managed and administered by an Executive Committee (the Executive), which shall consist of the following portfolios -

President;
Vice-President;
Secretary;
Treasurer;
Transformation;
Safety;
Provincial and Elite;
Marketing and Communications;
Fund-raising;
Coaching (WCRC representative);
Club Development;
Regatta Coordination and Courses;
Regatta Officials (WESPRO representative).

Acknowledging the necessity to transform the sport of Rowing, the Association will, at all times, endeavour to elect members of the previously disadvantaged communities to positions on the Executive.

14. ELECTION OF THE EXECUTIVE

The President, Vice-President, Secretary and Treasurer shall be elected annually at the Annual General Meeting; together they shall be a Management Committee who shall manage the day-to-day affairs of the Association.
The President shall nominate - and the Management Committee shall appoint - individuals to fill vacant portfolios on the Executive; this may be done at any time at the President’s discretion, as and when portfolios become vacant or additional portfolios are introduced.
If a Member of the Association feels it necessary for an appointed member of the Executive Committee to be dismissed, a fully motivated motion must be forwarded by the club concerned, together with written support from a second Member, to the President who shall be obliged to present the motion for consideration and a decision at an Executive Committee Meeting, which the individual concerned shall be entitled to attend.
In order for the President or another member of the Management Committee to be suspended, this will require a 2/3rds vote in favour of the necessary motion at a properly constituted meeting of the Executive, with the concerned individual being entitled to attend the meeting in a non-voting capacity; such a decision, possibly leading to dismissal, shall be ratified by a Special General Meeting to be held within 60 days of such suspension.
Should the President resign, be relieved of his duties or be temporarily or permanently incapacitated, the Vice-President shall assume the role of President; in this event, he shall convene a Special General Meeting of the Association within 60 days in order to elect a new President, nominations for whom shall be submitted to the Secretary of the Association in terms of normal procedures.
The President, Vice-President, Secretary and Treasurer shall retire annually, but may offer themselves for re-election; they may not serve for more than 5 consecutive annual terms in a specific portfolio on the Executive.
The terms in office of the existing office-bearers shall be calculated according to the date upon which they first took office, notwithstanding the date of adoption of this new Constitution.

15. POWERS AND DUTIES OF THE EXECUTIVE

1. Without prejudice to its general powers of conducting the affairs of the Association, the Executive shall have the power and duty to -

initiate and support transformation of the sport, according to plans and programmes of the Association and of RowSA;
supervise and manage individuals working as employees of the Association, and define their tasks, duties and responsibilities;
engage or dismiss employees of the Association, to fix their remuneration (if any) and set terms and conditions of their employment;
transact all business of the Association - other than matters which in terms hereof specifically require the sanction of a General Meeting or Special General Meeting;
supervise, administer and control all finances of the Association and to ensure that they are administered in a sound and businesslike manner in the best interests of the Association and its Members;
make and approve all loans and overdrafts up to a maximum of R100.000,00 (One Hundred Thousand Rand);
open banking accounts for the Association and appoint the signatories thereof; levy Club affiliation and rower registration fees;
formulate policies and regulations to give effect to the Objects of the Association and ensure that Members conform to the policies;
initiate the formation of - and assist in the establishing of - new rowing Clubs;
settle all matters in dispute which may be submitted to it verbally or In writing;
make, repeal or amend bye-laws governing the use of rowing venues in the Province, in the interests of improving safety;
confer temporary membership on new Clubs;
suspend a club's membership in terms of Article 11.(2) hereof;
take over the management of any of its portfolios and sub-committee's which, for whatever reason, are unable to function properly;
ensure the maintenance in good order of the assets of the Association and/or those under its control;
acquire by purchase, lease, sub-lease or otherwise any movable or immovable property for the Association calculated to benefit the Association and to advance its objects;
institute, conduct, defend, compound or abandon any legal proceedings by and against the Association and/or its officers, concerning the affairs of the Association; also to compound and allow time for payment or satisfaction of any debts due to the Association, and of any claims or demands by the Association;
obtain and maintain membership of such organizations and institutions which may be deemed necessary from time to time;
elect sub-committees from amongst its own members and if necessary, to co-opt any individual to serve on such sub-committees;
arrange, manage, sanction and control regattas and other representative events, apportion them out to Members and others to arrange under the Association's auspices, and generally to give direction regarding the sport of rowing in the Province;
delegate any of its powers to the President, Vice-President, the Management Committee or Executive Sub-Committees;
adjudicate and Intervene in disputes between Members, and enforce any resolution agreed to by the parties concerned;
allocate funds to its sub-committees, development programmes, representative tour groups, Members and others, in pursuance of its objects;
award Provincial Colours and awards to administrators, coaches, representative rowers and crews; and
elect and appoint a Provincial Selection Panel or Committee, and to determine its terms of reference.

2. The powers of the Executive as set out in the preceding Clauses of this Article are expressly declared to be subject to the following restrictions, which may only be lifted or changed by a resolution adopted at a Special General Meeting of the Association, namely that it should not have the power to -

embark upon or commit the Association to any one project or transaction involving the Association in expenditure exceeding R150.000,00 (One Hundred and Fifty Thousand Rand) per quarter; or
mortgage, pledge or otherwise encumber any portion of the movable property or assets of the Association for an amount exceeding R150.000,00 (One Hundred and Fifty Thousand Rand) per quarter; or
sell, exchange or otherwise dispose, In any one transaction, of any portion of the movable property or assets of the Association exceeding R150.000,00 (One Hundred and Fifty Thousand Rand) in value per quarter; or
disband the Association; or
make changes to the Constitution of the Association.

3. The aforementioned limitations and changes thereto, and business which would not ordinarily be dealt with at a General or at an Annual General Meeting, will be regarded as being 'Special Business' for the purposes of this Constitution.

4. All acts committed and debts incurred by members of the Executive or its Sub-Committees, or by paid employees of the Association, in bona fide execution of their duty, shall be deemed to have been committed or incurred by the Association as a whole, and the members of the Executive or of Sub-Committees shall not be held personally liable.

5. Duties of the President shall include the following -

developing a vision and business plan for the Association and communicating this to the Members;
holding the members of the Executive and Management Committees accountable for their performance;
acting as spokesperson for the Association;
leading and coordinating the activities of the Association;
nominating individuals to the Executive and to its sub-committees;
representing the Association at meetings of RowSA, SASRU, SASSUR and other organizations and institutions, which responsibility he may share and/or delegate to other members of the Executive;
ensuring the efficient administration of the affairs of the Association;
approving monetary payments, in conjunction with the Treasurer, whenever necessary;
delegating any of his powers and responsibilities to the Vice-President or other members of the Executive, should this prove necessary from time to time;
chairing all meetings of the Management Committee, Executive Committee and of the Association;
maintaining regular contact with the President and Chief Executive Officer of RowSA, and with the Presidents of other Provincial Rowing Associations; and
reviewing the portfolios on ExCo from time to time, and making any changes necessary.

6. Duties of the Vice-President shall include the following -

supporting the President in the execution of his duties;
chairing all meetings of the Association in the absence of the President;
executing one or more of the duties of the President, when specifically requested to do so by the President;
fulfilling all of the duties and executing all of the responsibilities of the President, should the President resign, be relieved of his duties or be temporarily or permanently incapacitated.

7. Duties of the Secretary shall include the following -

giving notice of, preparing agendas for and taking minutes at meetings of the Management and Executive Committees, General, Special and Annual General Meetings;
recording and distributing contact and other relevant information about Members and their members;
maintaining a record of the Association, results of regattas and an historical database of past members of the rowing fraternity;
supporting members of the Executive in administering their portfolios;
corresponding with Members and other organizations and maintaining records of such correspondence;
maintaining regular contact with the Secretary and Chief Executive Officer of RowSA, and the secretaries of the other Provincial Rowing Associations, and providing them with such information as they may require from time to time.

8. Duties of the Treasurer shall include the following -

coordinating and drawing up an annual budget;
maintaining complete accounting records of all financial transactions of the Association, in accordance with generally accepted accounting standards;
proposing and monitoring limits of authority on expenditure, and ensuring that no expenditure beyond agreed limits is made without prior approval of the Executive;
making payment to creditors, suppliers of goods and services and other legitimate individuals and organizations, in conjunction with the President and/or the Vice-President;
maintaining and administering a single bank account on behalf of - and in the name of the Association;
investing funds in a transparent manner and with prior approval of the Executive;
compiling and submitting to the Executive a monthly Statement of Income and Expenditure;
compiling and submitting to the Annual General Meeting an audited Statement of Income and Expenditure for the preceding year;
maintaining regular contact with the RowSA Treasurer and submitting to him such financial reports as he may require from time to time.

9. Duties of the additional, non-elected Executive members shall be defined and amended from time to time by the Executive; these duties shall be recorded in writing and attached to this Constitution.

10. All payment of funds and other fiduciary acts required of the Association, shall require approval in advance by the Executive Committee, but where circumstances necessitate it and the President gives his approval, the disbursement of funds may be approved by the Executive Committee in arrears.

11. The President and the Treasurer shall together have signing powers over the disbursement of funds, which transactions shall at all times require two signatures. The President may, at his discretion, appoint in writing the Vice-President to become a co-signatory to the bank account and the disbursement of funds.

12. Subject to obtaining the necessary authority as recorded in the minutes of a formal meeting or in writing from the Executive Committee, the President together with the Treasurer - and at the President's discretion, the Vice-President - shall be responsible for signing all documents binding the Association In any way to any other party.

13. Should the Vice-President assume the role of the President in terms of Article 15.(6)(d) hereof, he shall automatically assume the power vested in the President in terms of this Constitution, to become a co-signatory with the Treasurer in the disbursement of funds and in matters binding on the Association as referred to in Article 15.(12) hereof.

16. MEETINGS Of THE EXECUTIVE

The Executive shall meet not less than 4 times a year and once a quarter, with the resolutions and transactions at such meetings being recorded electronically through Minutes held.
At all meetings of the Executive, the President or Vice-President together with 4 Committee members shall constitute a quorum.
The President shall chair all meetings of the Executive; in his absence the Vice-President shall do so.
The Secretary shall give no less than 14 days’ notice of a meeting, and shall before such meeting circulate to each member of the Executive, an agenda to be followed at that meeting together with minutes of the previous meeting.
Each member of the Executive, including co-opted members, shall have a single vote; the Chair of the meeting shall have the right to exercise an additional, casting vote.
A simple majority of votes shall, at all times, be required to approve a motion or resolution.
Business at Executive meetings shall include - (a) a review and approval of minutes of the previous meeting; (b) a review and approval of financial expenditure incurred since the previous meeting; and (c) consideration of motions and proposals submitted by members of the Executive.
Should the Executive be unable to reach a decision on important matters, the Executive may elect to refer such matters for a decision to either - (a) a General Meeting of the Association; or should this be appropriate, to (b) the RowSA Executive, in which event such a decision shall be final and binding upon the Association and its Members.

17. MANAGEMENT COMMITTEE

The Management Committee shall consist of the President, Vice-President, Treasurer and Secretary.
The Executive Committee shall delegate to the Management Committee such power and authority as may be required to properly run the dally affairs of the Association.
The duties of the Management Committee, shall be to- (a) see to the day to day running of the Association;(b) employ and instruct volunteer workers and employees in their duties;(c) liaise with the members of the Executive with regard to the execution of their duties;(d) see to it that all books and records are kept properly up to date;(e) appoint individuals to fill vacancies on the Executive Committee and instruct them in their duties;(f) dismiss non-performing employees of the Association.
The Management Committee shall meet as and when necessary, but in any event no less than once a month; meetings of the Executive, which includes the Management Committee, shall count as Management Committee meetings.
The President shall chair meetings of the Management Committee, and in his absence the VicePresident shall chair the meetings.
A quorum for formal meetings of the Management Committee shall be one of either the President or Vice-President, and two other members of the Management Committee.
The powers exercised by the Management Committee may not exceed those of the Executive Committee.
The Management Committee shall have the power and obligation to - (a) execute and implement decisions made by the Executive; (b) exercise all such powers and authority as would normally be vested in the hands of an employer, including appointing and dismissing employees and managing and providing guidance to employees and volunteer workers; (c) exercise the necessary authority and powers required to ensure compliance by members of the Executive, their sub-committees, and other structures within the Association, with decisions taken by the Executive Committee.
Should matters of dispute arise amongst members of the Management Committee, and in the absence of a resolution to such matters, such matters shall be referred to the Executive committee for a decision.
In the event of the resignation, incapacitation or suspension of the President, the Vice-President shall assume his duties and responsibilities in addition to his own; where the Vice-President, Treasurer or Secretary are unable to fulfill their duties for one of these reasons, a meeting of the Executive shall be convened where an individual shall be co-opted by the Executive to take over the relevant authority, duties and responsibilities until the next Annual General Meeting.

18. EXECUTIVE SUB-COMMITTEES

In terms of the provisions of Article 15 hereof, the Executive shall have the power to establish, nominate and appoint sub-committees to do any of the work of the Association.
The Executive shall be responsible for determining and committing to writing the terms of reference for such committees, and for delegating such powers and responsibilities to the committees as are necessary to enable them to function effectively and with Executive oversight.
Committees appointed by the Executive shall be responsible to the Executive and shall be held accountable by it.
The Western Province Regatta Officials Association (WESPRO), the Western Province Association of Coaches (WCRC), and other similar bodies established by the Western Province Rowing Association, shall be defined as being Executive Sub-Committees of the Association, and shall be bound by the provisions of this Constitution.

19. ADMINISTRATIVE PERIOD

The financial and administrative year of the Association shall be from the 1st of January to the 31st of December each year.
Schools will be invoiced for their affiliation and rower registration fees on the 28th of February each year.
Universities and open clubs will be invoiced for their affiliation and rower registration fees on the 31st of March each year.

20. GENERAL MEETINGS OF THE ASSOCIATION

General Meetings shall be held at least twice a year, and shall be called to provide Members with an opportunity to learn about the activities of the Association, and to participate In developing policies for the Association.
For the sole purpose of calculating the number of General Meetings to be held each year, the Annual General Meeting shall be considered a General Meeting; Special General Meetings shall not be so included.
At least 14 days’ notice of a General Meeting shall be given, by circular sent to each Member via electronic mail, which circular shall set out the agenda to be dealt with at the meeting and which shall include the minutes of the previous meeting.
Members may propose motions to be debated at such a meeting, which proposals should be forwarded to the Secretary of the Association no later than 48 hours prior to the meeting; additional motions may be tabled by members at the discretion of the Chair of the meeting.
All members of affiliated clubs may attend General Meetings; each club shall be entitled to a single vote on agenda items, and to 2 votes for items raised without prior notice at the meeting. Votes are to be cast by authorized delegates personally present at the meeting; voting shall be done by a show of hands. Should the vote result in a tie, the chair of the meeting shall be entitled to a casting vote. A simple majority of votes shall carry a motion or resolution.
The quorum at General Meetings shall consist of the following: (a) the President or Vice-President; (b) an additional member of the Executive; (c) voting delegates representing 30% of the Members, of whom at least one shall be a school club, at least one a university club and at least one being a senior or open club.
If at the time appointed for the General Meeting a quorum is not present, the meeting shall stand adjourned for up to 30 minutes, and if a quorum is still not present, the meeting shall be dissolved and 7 days’ notice shall be given for the recall of the General Meeting where those present shall form a quorum.
Other than in the event of a tie as referred to in Article 20.(5) above, members of the Executive Committee shall not be entitled to vote at General Meetings of the Association.
Members of the Executive may not represent and vote on behalf of Clubs at General Meetings of the Association.
The Executive may without previous notice, bring forward any business which it considers urgently requires decision or action by members of the Association.
No Special Business as defined in Article 15 (3) hereof shall be voted on at a General Meeting.

21. ANNUAL GENERAL MEETINGS

The Annual General Meeting of the Association shall be held during the months of March, April or May each year, and at such a time and place as the Executive may determine.
At least 21 days’ notice shall be given by circular sent to each member via electronic mail, which circular shall set out the agenda to be dealt with at the meeting, and which shall include minutes of the previous meeting.
The business to be transacted at the Annual General Meeting shall be to - (a) confirm the minutes of the previous Annual General Meeting; (b) receive and consider the Executive's Report and the Statement of Accounts for the previous financial year; (c) elect the President, Vice-President, Secretary and Treasurer; (d) elect an auditor or auditors; (e) consider applications for affiliation by new clubs; (e) approve affiliation and rower registration fees and/or levies for the year; (f) deal with any resolution concerning the affairs of the Association, of which due notice has been given, and any other business concerning the affairs of the Association which is brought under consideration by the report of the Executive. The Executive may at this meeting, without previous notice, bring forward any business which It considers requires urgent decision by the members; (g) discuss any matters of a general nature.
No Special Business as defined in Article 15 (3) hereof shall be voted on at a General Meeting.
Written nominations for the position of President, Vice-President, Secretary and Treasurer shall be submitted by Members to the Secretary of the Association at least 7 days before the Annual General Meeting; the names of nominees shall be circulated to the Members. Subject to the provisions of Article 14 (6) hereof, in the absence of nominations, incumbents shall retain their seats.
Voting for individuals to sit on the Executive shall be by secret ballot, the results of which shall be computed by 3 individuals who are not nominees.
Notice of any resolution to be proposed at the Annual General Meeting, other than Special Business, must be lodged with the Secretary at least seven (7) days before the date of the Annual General Meeting; such motions shall be circulated to Members. Additional motions and proposals may be tabled by Members, at the discretion of the Chair of the meeting.
The quorum at Annual General Meetings shall consist of the following: (a) the President or Vice-President; (b) 3 additional members of the Executive; (c) voting delegates representing 50% of the Members, of whom at least one shall be a school club, at least one a university club and at least one being a senior or open club.
If at the time appointed for the Annual General Meeting a quorum is not present, the meeting shall stand adjourned for up to 30 minutes, and if a quorum is still not present, the meeting shall be dissolved and 14 days’ notice shall be given for the recall of the Annual General Meeting where those present shall form a quorum.
Subject to the provisions of Article 21(11) below, all members of affiliated clubs shall be entitled to attend the Annual General Meeting and shall have the right to speak on matters presented to the meeting.
Only members of those clubs who are in good standing with the Association and who as a consequence enjoy full voting rights at meetings, and of those clubs affiliated as temporary members, shall be entitled to attend the Annual General Meeting.
Voting at the Annual General Meeting shall be as follows - (a) each club shall be entitled to nominate two voting delegates, one of whom shall be mandated by his / her club to vote on agenda items, and both to vote on items introduced at the meeting without prior notice; (b) a member of the Executive may not represent an affiliated Member at the meeting; (c) only those Members represented by individuals physically present shall be entitled to a vote; (d) voting for members of the Executive shall be by secret ballot; all other voting shall be done by a show of hands; (e) in the event of a tie in voting on any matter, the chair of the meeting - being either the President or Vice-President - shall have a casting vote; (f) with the exception of the power granted to the chair of a meeting to vote in terms of Article 21.(12)(e) hereof, no member of the Executive shall ordinarily be entitled to a vote; (g) with the exception of a vote to terminate membership of a Member where a two thirds majority is required, a simple majority of votes cast shall carry a motion or resolution.

22. SPECIAL GENERAL MEETINGS

Special General Meetings shall be called when Special Business is to be discussed and decided on by Members. A Special General Meeting of Members may be called by the Executive whenever it deems necessary, and shall discuss Special Business only.
The Executive shall in any event be obliged to call a Special General Meeting without delay, if a request for such a meeting signed by authorized representatives of at least two Members in good standing, is received by the Secretary of the Association.
The notice calling for a Special General Meeting shall be issued and sent via electronic mail to all Members, no less than 21 days in advance of such a meeting, and shall state precisely the business for which such a meeting is called.
The quorum at Special General Meetings shall consist of the following: (a) the President or Vice-President; (b) 4 additional members of the Executive; (c) voting delegates representing 66% of the Members, of whom at least one shall be a school club, at least one a university club and at least one being a senior or open club.
If at the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned for up to 30 minutes, and if a quorum is still not present, the meeting shall be dissolved and 7 days’ notice shall be given for the recall of the meeting where those present shall form a quorum.
Each affiliated club in good standing with the Association shall be entitled to delegate two representatives to attend the meeting, but each club may cast only a single vote should a ballot be required.
Voting by proxy shall not be allowed.
In the event of a tie in voting on any matter, the chair of the meeting shall have a casting vote; the chair shall however recuse himself from voting should there be a direct conflict of interest.
With the exception of the power granted to the chair of a meeting to vote in terms of Article 22.(9) hereof, no member of the Executive shall ordinarily be entitled to a vote.
With the exception of voting to expel a Member Club and a member of the Management Committee where a 2/3rds majority is required, a simple majority of votes shall in all other cases suffice to carry a motion or resolution.

23. AFFILIATION FEES AND LEVIES

Each Member shall pay affiliation fees and/or a levy to the Association, which fee structure shall be proposed annually by the Executive Committee and approved by Members voting at the AGM.
Affiliation fees and/or levies shall become due and payable on the 1st day of each financial year and are payable in advance.
A Member which fails to pay its fees and/or levies within a period of 60 (sixty) days of the due date without making representations to the Executive Committee, shall be suspended and shall lose its rights and benefits of membership of the Association; the Executive Committee shall however have the power and discretion to reinstate such a Member upon payment of the due amount.
Written application for a reduction or waiver of a fee or levy may be made to the Executive Committee by a Member, prior to the due date, in the event of it undergoing severe financial hardship.
Temporary Members shall not be required to pay affiliation and rower registration fees and levies.

24. ROWSA CONSTITUTION AND RULES OF RACING

In the event of any dispute or any matter arising which this Constitution fails to address or provide for, the Association and Its members shall be bound by the provisions of the RowSA Constitution, Code of Conduct and Rules of Racing; in all other circumstances, Special General Meetings shall be called to resolve such issues.

25. CHANGES TO THE CONSTITUTION

Amendments to articles of the Constitution shall be proposed by a Member and forwarded to the Secretary of the Association at least 21 days before a Special General Meeting; the proposed changes shall be circulated to Members together with notice of the meeting.

26. FLAG/ BADGE

The flag of the Association shall be Royal Blue with the Disa flower of the Western Cape and silver crossed blades behind the flower; the letters W P R A shall be written underneath.

27. COLOURS

Provincial Colours, consisting of a badge, tie and lapel pin shall be awarded to administrators who have offered outstanding services to the Association, and to those rowers and coaches who have been selected to represent their province at national regattas and other interprovincial, competitive events, or their country at international regattas.
Individuals shall be selected for a Colours award by the Association, in terms of a selection policy and procedure as determined by the Executive5 from time to time.

28. TRADING

The Association shall be prohibited from carrying on any business or trade other than to the extent that -

the gross revenue from any business or trade does not exceed the greater of 20% of the total gross receipts of the Association or R20,000;
the business or trade is integral to the Objects of the Association and the business or trade is conducted towards recovery of costs, not in unfair competition with taxable entities;
the business or trade is not integral to the sole or main objects but is occasional in nature and is conducted substantially with unpaid voluntary assistance.

29. DISSOLUTION OF THE ASSOCIATION

In the event of the Association having to be disbanded for whatever reason, a motion proposing such a step shall be made by a Member in writing and seconded by another Member; such motion shall be handed to the President or Secretary of the Association, no less than 21 days in advance of a Special General Meeting.
In response to the motion, the Executive shall formulate a plan of disbursement of the assets and settling of the liabilities of the Association for presentation to the Members at a Special General Meeting. Such plan shall also be forwarded to RowSA for their consideration and input.
The motion to disband the Association shall require the approval of two thirds of the Members present at the meeting, in order to take effect.
Should the motion to disband be approved, Members shall consider the plan presented by the Executive for the disposal of assets and settlement of liabilities and shall be required to approve the plan by a simple majority.
Upon such disbanding of the organisation, all liabilities need to be fully settled. Should any property or money be left post the full settlement of all obligations, all such property should be transferred to another Non-Profit Organisation that has similar objectives. The Special General Meeting can decide what organization this should be. It should be noted that no property or monies may at such point be granted to members of the organisation.

30. CONSTITUTION

This Constitution shall be binding on the Association and its officers and employees, the Members and Office Bearers thereof, and all individuals who are members of the affiliated organisations.
This Constitution is a comprehensive revision of the Constitution adopted by the Association in 1991, as amended in 2005 and 2017 respectively. Updated with minor corrections in 2023.
This Constitution shall be subjected to a compulsory, comprehensive review by the Executive Committee, in advance of each Annual General Meeting.

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