THE UNITED CRICKET BOARD OF
PREAMBLE
WHEREAS it was recognized by the
cricketing fraternity of
WHEREAS the cricketing fraternity
of
WHEREAS the South African Cricket
Union and the South African Cricket Board hereby resolve to form a single
organization under the United Cricket Board of South Africa and under the
Constitution to promote and control cricket in South Africa.
WHEREAS the exigencies of
business and the new Income Tax dispensation, for amateur sport in South
Africa, called for a division of amateur cricket from professional cricket,
NOW
THEREFORE,
it is resolved that the two disciplines should be separated and administered by
two separate entities, but still under the control and auspices of this Board,
as the national cricket controlling body and as custodian of cricket in South
Africa,
AND THAT this policy statement
shall form part of this Constitution.
CONSTITUTION
NAME
The name of the organisation shall be THE UNITED CRICKET BOARD OF SOUTH AFRICA
(hereinafter referred to as THE BOARD).
COLOURS AND EMBLEM
The colours and emblem of the Board are as depicted
in Annexure A. The National playing colours are green and gold.
ARTICLE 3
AREA OF JURISDICTION
The area of jurisdiction of the Board with respect to
the administration of the Board shall be the
ARTICLE 4
HEADQUARTERS
The headquarters of the Board shall be decided upon
from time to time by resolution of the Annual or a Special General Meeting.
ARTICLE 5
STATUS
The Board is a voluntary association having a
corporate identity separate from that of its affiliates, which is entitled to
own property, whether movable or immovable or otherwise, and to sue and be sued
in its own name and, not withstanding any change in the composition of its
membership from time to time, shall have perpetual succession.
ARTICLE 6
FOUNDER MEMBERS
The founder members of the Board shall be THE SOUTH
AFRICAN CRICKET UNION and THE SOUTH AFRICAN CRICKET BOARD.
ARTICLE 7
AIMS AND OBJECTIVES
9.1
To promote, advance, administer, co-ordinate and generally
encourage the game of cricket in
9.2
To govern and to make by-laws, rules and regulations governing,
regulating and controlling cricket under the jurisdiction of the Board, and to
add to, repeal, or alter such by-laws, rules and regulations and to enforce the
carrying out of the same.
9.3
To formulate, control and amend the conditions under which
amateur competitions are contested.
9.4
To encourage and assist the dissemination of literature and
information which may further the aims of the Board.
9.5
To arrange, control, regulate and finance the visit of teams
to and from
9.6
To seek membership of the International Cricket Council and
to enforce the laws of the game of cricket as promulgated by the International
Cricket Council from time to time, subject to the provisos contained in Article
8.
9.7
To settle disputes arising between members or bodies of
persons connected directly or indirectly with cricket within the jurisdiction
of the Board.
9.8
To promote the development of playing facilities.
9.9
To distribute monies to its members for the protection,
promotion and advancement of amateur cricket.
9.10
To actively strive towards a situation where resources for
the playing of cricket be accessible to all persons desirous of playing cricket
on an equal basis.
9.11
To strive to become representative of the South African
Society.
9.12
To implement the recommendations of the Vision created by
its stakeholders.
ARTICLE 8
LAWS OF THE GAME
The laws of cricket as recognised by the Marylebone
Cricket Club and the International Cricket Council shall be adopted by the
Board but should such laws in any way be in conflict with the laws and/or
by-laws of the Board the latter shall prevail.
ARTICLE 9
PRINCIPLES
The Board is founded on the following principles:
9.13
A general unity of purpose and action by members of the
Board.
9.14
Respect and recognition of penalties laid down by members of
the Board.
9.15
Adherence to the general principles contained in the
Constitution of the
9.16
Custodianship of Cricket in
THE BOARD
10.1
Membership of the Board
The Board shall consist of the
following members:
10.1.1
Affiliates namely
Boland
Cricket Board
Border
Cricket Board
Eastern
Cricket
Eastern
Province Cricket Board
Griqualand
West Cricket Board
Northerns
Cricket
10.1.2
Any other affiliates as the Board may accept, in terms of
10.2 below.
10.1.3
Such Associate members as the Board, in its discretion and
upon such conditions as it deems fit, may accept.
10.2
Applications for affiliation
10.2.1
Applications for affiliation shall be in writing accompanied
by a remittance of such amount as the Board may from time to time resolve. A
copy of its Constitution, a list of officials and affiliates under its
jurisdiction and such further information as may be required by the Board, must
accompany such application.
10.2.2
Applications for affiliation shall be considered only at the
Annual General Meeting or any postponed Annual General Meeting and such
application must have been received by the Board at least thirty (30) days
prior to the date of the Annual General Meeting and shall receive the approval
of a two-thirds majority of the meeting to be successful.
10.2.3
Notice in writing by the Board of any application for
affiliation shall be given to affiliates at least twenty-one (21) days prior to
the date of the Annual General Meeting.
10.2.4
Reference to “days” above includes weekends and public
holidays.
10.3
Associate Members
The Board may in its discretion and upon
such conditions as it may determine accept any cricket organization as an
associate member.
10.4
Termination of Affiliation
Should any affiliate consistently
contravene the provisions of this Constitution any by-laws, rules or
regulations made thereunder, or fail to be registered as a “public benefit
organisation” in terms of Section 30 of the Income Tax Act, the Board may, at
any time acting on the recommendation of the Management Committee, either
suspend the affiliate for a specific or indefinite period or, withhold funds
due to such affiliate, alternatively, terminate the affiliation of such
affiliate provided that:
(a)
such termination or suspension, or withholding of funds,
shall receive the approval of a two-thirds majority of the Meeting;
(b)
such termination or suspension shall not in any way
extinguish any financial liability of such affiliate to the Board;
(c)
any such termination shall, or in the case of suspension,
such suspension shall during the period thereof, result, ipso facto, in the
forfeiture of all right to payment, distribution or participation in the
competitions, assets, income, sponsorships or monies of the Board; and
(d)
the principles of natural justice shall always prevail.
10.5
Life Members
Upon the written proposal by the
Management Committee and the unanimous vote of an Annual General Meeting, Life
Membership of the Board may be conferred on any person considered worthy of the
honour and who has given outstanding service to cricket.
There shall not be more than five
(5) Life Members at any one time and they shall have the right to attend and
speak at Annual and Special General Meetings of the Board, but they shall have
no vote thereat.
10.6
Subscriptions
10.6.1
Subscriptions and other dues to be payable by affiliates
shall be determined by the General Council from time to time at any General
Council Meeting.
10.6.2
No affiliate and/or Associate Member shall be allowed
representation at any Annual General Meeting or Special General Meeting or
General Council Meeting, nor shall it be allowed to take part in any
competition conducted under the auspices of the Board unless it has paid its
current and arrear subscriptions.
10.7
Boundaries
The boundaries of affiliates shall
be determined by the General Council of the Board from time to time.
ARTICLE 11
POWERS OF THE BOARD
11.1
The Board shall have full power and authority to do any act,
matter or thing as may be required to give effect to the objects of the Board
as described herein and in addition to the general powers and authority herein
conferred on the Board and without in any way limiting such power and
authority, the Board shall have the following powers:
11.1.1
To open a banking account and authorize those officials who
may sign, issue, accept, endorse, draw and execute on behalf of the Board any
negotiable instruments, powers of attorney or other deeds or instruments.
11.1.2
To subscribe, grant subsidies out of, administer and invest
the funds of the Board for purposes calculated to promote the interests and
attain the objects of the Board, that is to say the total funds at the disposal
of the Board, shall be applied by the Board in such manner as it may be deemed
best to achieve the objects and purposes of the Board. Provided that the funds
of the Board shall be invested solely with a financial institution, as defined
in section 1 of the Financial Institutions (Investment of Funds) Act, 1974 (Act
No. 39 of 1974); or in securities listed on a licensed stock exchange as
defined in Section 1 of the Stock Exchange Control Act, 1985 (Act No 1 of
1985); or in such other prudent investments in financial instruments and assets
as the Commissioner of Inland Revenue may determine after consultation with the
Executive Officer of the Financial Services Board and the Director of
Non-Profit Organisations.
11.1.3
To initiate and/or promote improvements in the Laws of
Cricket.
11.1.4
To control, lend or otherwise deal with the funds of the
Board upon such securities and in such manner as may from time to time be
determined.
11.1.5
To borrow and raise money for the purposes of the Board and
to pledge security for the repayment of such monies, all or any of the property
or assets of the Board.
11.1.6
To take such steps as may be necessary to incorporate the
Board if deemed advisable.
11.1.7
To make, vary and repeal by-laws for the regulation of the
affairs of the Board provided such by-laws do not conflict with this
Constitution and to lay down policy for cricket in
11.1.8
To declare and decide any disputes, points or questions
arising out of any competitions or tournaments played under the jurisdiction of
the Board and to lay down the rules for such competitions and tournaments.
11.1.9
To hear, deal with, consider and decide any reports or
appeals submitted by affiliates or their professional arms.
11.1.10
To institute, defend and/or settle any actions at law.
11.1.11
To purchase or otherwise acquire any movable or immovable
property, or to subscribe for shares of any private company.
11.1.12
To select or arrange for the selection of representative
amateur teams.
11.1.13
To appoint officials, create sub-committees and special
forums, either honorary or otherwise for the purpose of carrying out the aims,
objectives and business of the Board.
11.1.14
To generally carry out the objects and principles of the
Board and for such purposes to do and perform all such acts and things as may
be required and necessary.
11.1.15
To appoint such officials as it shall from time to time
determine and shall have the power to dismiss or suspend any person so
appointed, and shall fix remuneration and settle the terms of such appointment.
11.1.16
To incorporate its professional activities into a separate
entity for the carrying on of professional cricket and all commercial
activities relating to –
(a)
All National cricket teams, as well as their support staff,
namely the National team and the National ‘A’ team;
(b)
Brand building and protection;
(c)
Merchandising;
(d)
Sponsors and official suppliers relating to professional
cricket;
(e)
Media rights relating to professional cricket;
(f)
Marketing of professional cricket;
(g)
11.1.17
To administer such activities of the entity established for
the carrying on of professional cricket, as are common to both entities.
11.2
No affiliate, associate,
member, employee, official, board member, Management Committee member or any
other officer of the Board and any
person, manager, other officer of the Board, and any person employed by
the Board as its auditor, shall be
liable for the acts, negligence or default of any other affiliate or any
officer or servant of the Board, for any loss or expense incurred by the Board or through the insufficiency or
deficiency of any title to property acquired by the Board or through insufficiency or deficiency
of any security upon which any money of the Board has been invested or for any
loss or damage arising from the insolvency or delictual act of any person with
whom money, securities or effects has been deposited or for any loss or damage
incurred by an error of judgment on his/her part.
ARTICLE 12
FINANCE
12.1
The Board shall be conducted on a non-profit basis with the
intent and purpose that its capital and income from whatever source, shall be
applied solely towards the promotion of its objects, provided that nothing
herein contained shall preclude the payment in good faith to an affiliate or
any other person of:
12.1.1
reasonable remuneration for the services actually rendered
on behalf of the Board;
12.1.2
reimbursement of actual costs, expenses or other commitments
incurred on behalf of the Board;
12.1.3
payment of gratuity and/or pension on the retirement of any
person who previously shall have been in the employ of the Board;
12.1.4
payment of such monies to affiliates as found advisable for
the protection and advancement of cricket.
12.2
The financial year of the Board shall close on 30 April each
year. The accounts of the Board shall be audited annually by the auditors who
shall not be members of the Board.
12.3
The Board is prohibited from accepting any donation which is
revocable at the instance of the donor for reasons other than a material
failure to conform to the designated purposes and conditions of such donation,
including any misrepresentation with regard to the tax deductibility thereof in
terms of section 18A; provided that a donor may not impose conditions which
could enable such donor or any connected person in relation to such donor to
derive some direct or indirect benefit from the application of such donation.
12.4
The Board is prohibited from carrying on any business
undertaking or trading activity, otherwise than to the extent that –
(a) The undertaking or activity is –
·
Integral and directly related to the sole object of the
Board; and
·
Carried out or conducted on a basis substantially the whole
of which is directed towards the recovery of cost and which would not result in
unfair competition in relation to taxable entities; or
(b)
If the undertaking or activity is not integral and directly
related to the sole object of the Board it should be of an occasional nature
and undertaken substantially with assistance on a voluntary basis without
compensation.
ARTICLE 13
THE GENERAL COUNCIL OF THE BOARD
13.1
The General Council of the Board (hereinafter referred to as
the General Council) shall be its highest authority and shall exercise its
powers as set out in Article 11, but in particular to manage the non-commercial
activities of the Board, which include:
13.1.1
all amateur cricket;
13.1.2
all aspects of development of cricket;
13.1.3
the nomination of four members to serve on the Board of
Directors of its Professional Arm;
13.1.4
the appointment of the Chief Executive Officer of the Board;
13.1.5
the preparation and monitoring of a detailed business plan
for amateur cricket;
13.1.6
the approval of a budget and control of the spending of
moneys in terms thereof.
13.2
The General Council shall also monitor the activities of the
Professional Arm of the Board and shall agree on the mandate of the member
appointed in terms of article 16.2.12 hereunder, to represent the Board as
shareholder at the Annual General Meeting of its Professional Company.
13.3
The General Council shall consist of the following :
13.3.1
The President, Vice
President and Treasurer of the Board voted for in terms of Article 19.
13.3.2
The President from each affiliate, who may also be a member
of the Management Committee, or in his absence, the Vice President of such
affiliate.
13.3.3
One delegate from each associate member nominated by such
associate on the understanding that every associate member shall have the right
to attend one General Council Meeting per year at which meeting its activities
shall be reported on and considered. Such associated members shall not be
entitled to vote.
13.3.4
Three (3) Black African persons to be nominated and voted
for as prescribed in Article 19.3
13.3.5
Such other persons as may be co-opted by the General Council
from time to time.
13.4
If any vacancy, other than under Article 13.3.1 above,
occurs during a year of office, such a vacancy shall be filled at the General
Council Meeting following the time at which the vacancy occurred. If the
vacancy occurred in a position in terms of 13.3.2 or 13.3.3, the affiliate or
associate member whose delegate position has become vacant shall nominate the
replacement. If the vacancy is in respect of a position in terms of 13.3.4 or
13.3.5 the General Council shall nominate the replacement.
13.5
The Management Committee, sub-committees, specialist forums
and professional management of the Board shall all be accountable to and
subject to the control of the General Council.
13.6
The General Council shall meet in General Meeting not less
than four times per year of office.
ARTICLE 14
MANAGEMENT COMMITTEE
14.1 The affairs of the Board shall
be administered by the Management Committee, subject to the control of the
General Council.
14.2
The Management Committee shall consist of the following
members of the Board :-
14.2.1 Chairperson,
being a member of the General Council, as determined by the General Council;
14.2.2 The Treasurer
14.2.3 The Chief Executive Officer
14.2.4 An additional
member of the General Council, as determined by the General Council.
14.3 The Management
Committee may from time to time and at its discretion co-opt such person or
persons as it deems appropriate to assist it in the administering of the
affairs of the Board as referred to in 14.1 above, on either an on-going or ad
hoc basis.
ARTICLE 15
The day-to-day affairs of the Board are conducted by
the Chief Executive Officer who will serve on the General Council, the
Management Committee and all other committees (except selection committees) in
an ex officio capacity.
ARTICLE 16
ANNUAL GENERAL MEETING
16.1
The Annual General Meeting of the Board shall be held not
later than the end of August each year and the date shall be decided by the
Management Committee. The Management Committee shall cause notice to be given
to all affiliates at least one month before the Annual General Meeting of such
Meeting which notice shall include a copy of the Agenda for the said Annual
General Meeting.
16.2
The Agenda for the Annual General Meeting shall be:
16.2.1
To receive delegates’ credentials and to confirm
affiliations of affiliates.
16.2.2
To read and confirm or otherwise deal with the minutes of
the last Annual General Meeting.
16.2.3
Correspondence.
16.2.4
Presidential address.
16.2.5
To receive and consider the report of the Management
Committee and to receive and adopt the annual audited statements of account for
the period under review.
16.2.6
Amendments to the Constitution, if any, of which due notice
has been given.
16.2.7
To elect office-bearers in terms of Article 19 hereunder.
16.2.8
To transact such special business of which due notice shall
have been given.
16.2.9
To consider applications for affiliation if any.
16.2.10
To transact general business.
16.2.11
To appoint a member of the Board to represent the Board as
shareholder at the Annual General Meetings of its Professional Company
established for carrying on of its commercial activities.
16.3
Notice of intention to introduce any special business at the
Annual General Meeting shall be given to the Management Committee at least
twenty-one (21) days before the Annual General Meeting. Such notice shall be
signed by the proposer and seconder, who shall not be from the same affiliate,
and such notice shall be sent by the Management Committee to all affiliates
timeously.
ARTICLE 17
VOTING: POWERS AND PROCEDURES
17.1
At an Annual General Meeting, and Special General Meeting,
all affiliates shall have an equal vote. At any General Council Meeting all
members of the General Council will have an equal vote.
17.2
At an Annual General Meeting and Special General Meeting every
affiliate shall have one vote, but at any General Council meeting the members
referred to in clauses 13.3.1 and 13.3.4 shall also have one vote each. At
Management Committee meetings every member of the Management Committee shall
have one vote and in the event of an equality of votes, the Voting President
shall have a casting vote.
17.3
Procedures at Annual General Meeting and Special Annual
General Meeting:
17.3.1
Voting shall take place by secret ballot.
17.3.2
For every position to be voted for the names of those persons
properly nominated shall appear on the ballot paper.
17.3.3
Where a number of positions of similar status have to be
filled all nominations shall appear on each affiliates ballot paper.
17.3.4
Each affiliate shall signify its vote by means of a cross
opposite the name of the person whom it favours.
17.3.5
In the event of multiple positions each affiliate shall
signify its vote by means of a cross opposite the names of the candidates whom
it favours.
17.3.6
The counting of votes and the election of office bearers
shall be by simple majority.
17.3.7
In the event of more than two (2) nominations being made for
the position of President, Vice-President and Treasurer, the procedure shall be
as follows:
17.3.7.1
Should any one candidate attract more than 50% of available
votes in the house and such candidate has the greatest number of votes, he
shall be declared elected.
17.3.7.2
Should no candidate attract more than 50% of the available
votes in the house, the two (2) candidates who have received the greatest
number of votes shall proceed to a fresh ballot against each other.
17.3.7.3
The candidate who receives the greatest number of votes in
the latter ballot, shall be declared elected.
ARTICLE 18
GENERAL COUNCIL AND SPECIAL GENERAL
MEETINGS
18.1
Meetings of the General Council (referred to as General
Council Meetings) shall be held at least four times
per year of office on such agendas and on such notice as the General Council
may from time to time determine.
18.2
Special General meetings
18.2.1
The Management Committee shall convene a Special General
Meeting:
18.2.1.1
in its own discretion, or
18.2.1.2
on receipt of a requisition from at least five (5)
affiliates.
18.2.2
Subject to Article18.2.1, the Management Committee shall
convene the Special General Meeting within thirty (30) days, and shall in the
notice so convening the meeting determine the date, time and venue thereof.
18.2.3
Fourteen (14) days notice convening a Special General
Meeting together with the notifications of all business to be discussed at the
meeting shall be circulated to all affiliates.
18.2.4
A Special General Meeting shall deal with the specific business
for which such meeting had been convened.
18.3 EXTRAORDINARY MEETINGS
The
Chief Executive officer shall convene an extraordinary meeting of the Council
in the event that :-
(a)
In his own discretion, the nature
of the matter or matters to be discussed warrants same or;
(b)
He is in receipt of a requisition
in writing indicating that at least five members of the General council are of
the opinion that the nature of the matter or matters to be discussed, warrant
same;
(c)
The Chief Executive Officer shall
arrange that such extraordinary meeting take place by way of a tele-conference
and will use his best endeavours to ensure that as reasonable a period of
notice is afforded to Council members of such extraordinary meeting as
possible, given the circumstances and the nature of the matter or matters to be
discussed.
ARTICLE 19
OFFICE BEARERS OF THE BOARD
19.1
The office bearers of the Board will be the President, the
Vice President and the Treasurer.
19.2
Term of office
19.2.1
The office bearers will be elected for a two-year term, with
a maximum of two consecutive terms, the first two-year term to commence on the
date of the 2003 Annual General Meeting of the Board; provided that when a
serving office bearer vacates the office before expiry of his term, on account
of resignation, death or whatsoever other reason, the office bearer elected in
his place, as set out in this Article, may serve out the remainder of his term.
19.2.2
The President, Vice President and Treasurer will not be
allowed during their term of office, to serve in any capacity on any board or
council of any affiliate or associate member of the Board or on any board of
any professional company of any affiliate, or of a company which is an equity
partner of any affiliate, or its holding company.
19.3
Nomination and Election
19.3.1
Election of office bearers shall take place at the Annual
General Meeting, except if a vacancy occurs during an office bearers’ term of
office, such vacancy shall be filled at a Special General Meeting to be
convened as soon as possible thereafter, in terms of Article 18.2.
19.3.2
Nominations of office bearers must be received by the Chief
Executive Officer at least fourteen (14) days before the Annual General
Meeting, or Special General Meeting, as the case may be. Such nominations shall
be in writing and contain an acceptance in writing by the candidate so
nominated.
19.3.3
Voting shall be by secret ballot.
19.3.4
Each affiliate shall be entitled to nominate a President, a
Vice-President a Treasurer, provided each nomination is fully seconded.
ARTICLE 20
QUORUMS
20.1
A majority of affiliates shall form a quorum at Annual
General Meetings and, Special General Meetings.
20.2
A majority of members of the General Council shall form a quorum at General Council Meetings.
20.3
A majority of Management Committee members shall form a
quorum at an Management Committee Meeting.
ARTICLE 21
FORCE OF RESOLUTIONS
Resolutions and decisions of the Board shall be
binding on all affiliates and individual members.
ARTICLE 22
AMENDMENTS TO THE CONSTITUTION
22.1
No part of this Constitution shall be amended, altered or
rescinded except at the Annual General Meeting or at a Special General Meeting
called for that purpose and by way of a resolution of a two-thirds majority of
those present and eligible to vote.
22.2
Notice in writing of any proposed alteration shall be
received at least thirty (30) days prior to such meeting and the Management
Committee shall send a copy of such notice to all affiliates at least
twenty-one (21) days before such meeting.
22.3
A copy of any amendments to this Constitution shall be
submitted to the Commissioner of Inland Revenue for purposes of section 30 of
the Income Tax Act No 58 of 1962.
ARTICLE 23
DISSOLUTION
The Board may be dissolved at any time by a
resolution in favour of dissolution by a majority of not less than four-fifths
of affiliates present in person and entitled to vote as set out in Article 17
at a Special General meeting called specifically for such purpose and of which
thirty (30) clear days notice specifying the intention to propose such a
resolution has been given.
Upon the dissolution of the Board its property not
consisting of money shall be sold and the proceeds, together with so much
thereof as shall consist of money, shall be applied in satisfaction of the
debts and liabilities of the Board and subject thereto, the balance shall be
distributed equally among affiliates of the Board which are also registered as
a “Public Benefit Organisation” in terms of Section 30 of the Income Tax Act,
or to some other similar public benefit organisation which has been approved in
terms of section 30 of the Income Tax Act No 58 of 1962, to be determined by
the General Council of the Board at or before the time of its dissolution or,
failing such determination, by the court.
ARTICLE 24
TRANSITIONAL ARRANGEMENT
The office bearers elected at the 2002 Annual General
Meeting will serve for a one year term only, to allow the new office bearers,
still to be elected on the 2003 Annual General Meeting, the opportunity to
serve until the next cricket World Cup Tournament.