THE POPBOX CONSTITUTION

The name of the club shall be POPBOX Club (“the club”).

The public benefit objects of the club shall be sport (the administration, development, co-ordination or promotion of sport or recreation in which the participants take part on a non-professional basis as a pastime) and/or welfare and humanitarian (community development for poor and needy persons and anti-poverty initiatives, including community-based projects relating to self-help, empowerment, capacity building, skills development or anti-poverty) and, specifically −

2.1.    to provide instruction in the sport of boxing to age 14-18 year old male members of the underprivileged communities of Cape Town (“POPBOX Champions”);

2.2.    to harness the transformative power of boxing as a catalyst for personal growth and positive social change within the relevant communities;

2.3.    to promote the following ideas:

2.3.1.    that achieving success, in the ring and in life, begins with a strong mindset and belief in one’s potential − the power of perception and self-awareness;

2.3.2.    that a strong mind and body go hand in hand;

2.4    to equip POPBOX Champions to develop their inner strength and physical ability;

2.5    to provide a supportive environment for POPBOX Champions to learn discipline, build resilience and develop their character;

2.6    to provide mentorship, educational opportunities and a strong sense of community;

2.7    to provide a youth boxing program as a constructive alternative for at-risk youth to foster positive relationships and to help reduce violence;

2.8    to build a community of POPBOX Champions – individuals who are developing their boxing skills whilst becoming responsible, compassionate and contributing members of their communities;

2.9    to provide POPBOX Champions and their Coaches with the tools and support they need to learn and grow from their experiences;

2.10    to forge future champions − to empower young people to rise above their circumstances, build a better future and become champions in life; and

2.11    all such objects as are ancillary to such objects.

3.1    The club is, and shall continue to be, a distinct and separate legal entity and body corporate from its members, with the power to acquire, to hold and to alienate property of every description whatsoever, with the capacity to acquire rights and obligations and having perpetual succession.

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3.2    The club’s income and property shall not be distributable to its members or office bearers, except as reasonable compensation for

services rendered.

3.3    All actions or suits, proceedings at law or any arbitration shall be brought by or against the club in the name of the club and the committee may authorise any person or persons to act on behalf of the club and to sign all such documents and to take all such steps as may be necessary in connection with any such proceedings.
 

4.1    Membership of the club in any of the classes of membership does not, and shall not, give any member of any class a right to any of the monies, property or assets of the club solely by virtue of their being members or office-bearers, but only confers upon such members the privilege of membership, subject to such charges and reasonable restrictions as the committee may from time to time impose and subject to the by-laws in force for the time being.

4.2    A member whose application for membership has been accepted shall be bound by the constitution, rules and by-laws of the club which are then in force, or subsequently may be altered or amended and enforced at any future time. No person shall be absolved from the effect and application of the constitution, rules and by-laws by reason of the fact that he may not have received a copy thereof.

The liability of members of any class for the obligations of the club shall be limited to the amount of his unpaid subscriptions (if applicable), such other amounts as may become owing by him in terms of the constitution or any rules and such amounts as may be owing by him for goods sold or services rendered.

Subject to clause 24 below, the club shall have all such powers as are necessary for the proper attainment of the objects set out in clause 2 above and shall, in particular, have the following express powers:

6.1.    to establish rules and by-laws for the proper running of the

club;

6.2.    to establish and publish a newsletter for the benefit of its members and/or interested persons;

6.3.    to purchase or hire / lease any movable or immovable property for the club;

6.4    to maintain, improve and alter any of the club’s property;

6.5.    to institute, conduct, defend, compound or abandon any legal proceedings by or against the club or its officers, or otherwise concerning the affairs of the club;

6.6.    to open bank and building society accounts in the name of the club and to draw, accept, endorse, make and execute bills of exchange, or promissory notes, cheques and other negotiable instruments connected with the business and affairs of the club;

6.7.    to invest and deal with any monies of the club not immediately required for the purpose of the club;

6.8.    to secure the fulfilment of any contracts or engagements entered into by the club by the mortgage or charge of all or any part of the property of the club in such a manner and under such conditions as it may think fit;

6.9.    to raise funds for the club by any means whatsoever including the issue of debentures;

6.10.    to sell, lease, alienate or otherwise dispose of parts or parts of moveable or immovable property of the club and to apply the consideration arising therefrom for the objects of the club;

6.11.    to borrow or raise and give security for money by the issue

of bonds, debentures, debenture stocks, bills of exchange, promissory notes or other obligations or securities of the club or by mortgage of all or any part of the property of the club;

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6.12.    to make donations, loans, exchanges, leases and any other

forms of contract whatsoever including the sale and purchase of property of any kind;

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6.13.    to support and subscribe to any association, society or institution whose objects are similar or partly similar to the objects of the club, which may be for the benefit of the club and its members;

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6.14.    to hold sporting tournaments and to make any special arrangements therefor and to make and impose charges for entrance to the club’s grounds / premises;

6.15.    to accept donations (“Ringside Support”) subject, always, to clause 24.3.4 below.

The classes of members of the club are as referred to in the by-laws of the club.

8.1.    Anyone who supports the club’s mission and purpose can apply to become a member.

8.2.    Applications for membership shall be in writing upon such form or forms as the governing body may from time to time decide and shall contain such information and particulars, together with such verification thereof, as the governing body may require.

8.3.    The governing body shall have the right from time to time to vary, amend or alter the form or forms of application for membership in any class, and may prescribe different application forms for different classes of membership.

8.4.    The governing body shall have the power to accept or reject the application for membership without assigning any cause.

The monthly subscriptions for membership for the various classes of membership shall be such sums as the governing body shall from time to time determine.

10.1    payment of subscriptions shall be made as referred to in the by-laws of the club.

10.2.    If any member fails to pay the subscription within 4 (four)

days after such due date, his name shall be brought to the notice of the governing body. Notice of his failure to pay shall be emailed to his registered email address as appearing in the register of members and if the subscription is not paid on or before the lapse of 3 (three) days from the date of the sending of such email, the defaulter shall cease to be a member of the club and his name shall be erased from the register of members.

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10.3.    Notwithstanding the foregoing and irrespective of whether

a notice be sent to the defaulting member or not, any member whose subscription is in arrear for 7 (seven) days after due date shall cease to be a member of the club.

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10.4.    The governing body may reinstate a defaulting member upon payment of all subscriptions in arrear and amounts owing by him to the club and on such further conditions as the governing body may deem fit.

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10.5.    A member of any class of membership may, on making written application to, or with the consent and approval of, the governing body, transfer from one class of membership to another from the commencement of any month. Such exchange of membership from one class to another shall be upon such terms and conditions as the governing body in its sole discretion may impose.
 

11.1.    The affairs of the club shall be managed and controlled by a governing body comprising not less than 5 (five) members who shall be elected at the annual general meeting of the club; provided that:

11.1.1    The founding members, Jacqueline Sara Jones and Tyron Lloyd, shall be appointed as co-chairpersons for as long as they are members of the club; and

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11.1.2    the governing body shall always comprise of at least three

individuals who are not connected persons as defined in the Income Tax Act (“Connected Persons”) in relation to each other.

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11.2.    Subject to 11.1.1 above, each selected member of the governing body shall hold office for the period concluding with the end of the annual general meeting of the club after that in which he was elected and, upon the expiry of such a period, such member shall automatically retire from the office but shall be eligible for nomination and re-election as a member of the governing body.

11.3.    Nominations in writing for the office of member of the governing body shall be signed by 2 (two) members of the club (save for the retiring members of the committee) and delivered to the secretary at least 24 (twenty four) hours before the time fixed for the holding of the annual general meeting of the club at which elections shall take place.

11.4.    No member save for a retiring elected member of the governing body, may stand for election as a member thereof unless nominated in terms of clause 11.3 above.

11.5.    At the annual general meeting, voting for the election of members of the governing body shall be by way of ballot of those members present or by a show of hands, as the chairman may decide. No member who is in arrear with his subscriptions shall be entitled to vote.
 

12.1.    The management and control of the affairs of the club shall vest in the governing body which shall have full power and authority to do any act, matter or thing which could or might be done by the club excepting such matters as are specially reserved to be dealt with at a general meeting of members.    In addition to the general powers and authorities hereby conferred on the governing body, and without in any way limiting such powers and authorities, the committee shall have the following special powers:

12.1.1    to execute in the name of the club any contracts;

12.1.2    to refer any claim or demand by, or against, the club to mediation or arbitration, to enter into a settlement agreement, or to perform, or refuse to perform, the award;

12.1.3    to make and give receipts, releases and other discharges

for monies payable to the club and for claims and demands of the club;

12.1.4    to appoint persons who shall be entitled, on behalf of the club to sign bills of exchange, cheques, receipts and negotiable instruments;

12.1.5    to make, vary and repeal by-laws for the regulation of the affairs of the club, its officers and servants, or the members of any class of the club, provided that such are not inconsistent with, or contrary to, the constitution herein contained;

12.1.6    to delegate to any sub-committee or sub-committees all or any of the authorities conferred on the governing body by this constitution and such sub-committee shall have such powers as may be conferred on it, at the time of its appointment or thereafter, by the governing body of the club and shall be subject in all respects to such rules and by-laws or instructions as may from time to time be framed, given or approved by the governing body;

12.1.7    to establish sections and branches of the club and determine their functions;

12.1.8    to appoint such attorneys, agents, secretaries, officers and/or servants for permanent, temporary or special services as they think fit, to invest them with such powers as they may think expedient, to determine their duties and fix and vary their salaries or emoluments if any, to require security in such instances and to such amounts as they think fit, and to suspend and discharge any such person at their discretion;

12.1.9    to appoint such officers of the club, as are considered

necessary, and to fix their remuneration subject always, however, to the provisions of clauses 24.3.2 and 24.3.6 below.

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12.2.    The club in general meeting may review, approve or amend any decision of the governing body, but no such decision of the club shall invalidate any action by the governing body in accordance with the constitution.

13.1.    Any member of the governing body absenting himself without leave of the committee for more than 3 (three) consecutive meetings held over a period of more than 30 (thirty) days, of which due to notice has been given, shall cease to be a member of the governing body.

13.2.    Any member of the governing body who ceases to hold the necessary qualifications shall cease to be a member of the governing body.

13.3.    In the event of any member of the governing body ceasing to be a member of the governing body for any reason whatsoever, the governing body shall have the power to fill such vacancy for the remainder of the period office of such member.

14.1.    The governing body shall, at its first meeting after the annual general meeting of the club, elect one of its members as secretary and one of its members as treasurer.

14.2.    Either both or one of the founding members must be present at any meeting of the governing body, failing which the meeting shall be postponed to a date where they can be present.

14.3.    Meetings of the governing body shall be convened by the co-chairpersons and at least 5 (five) days’ notice shall be given of all meetings unless all members of the committee agree to accept shorter notice.

14.4.    Subject to 14.2 above, the quorum for a meeting of the governing body shall be 4 (four) members present at the commencement of, and throughout, the meeting. Any decision of the governing body shall be by majority vote by show of hands of those present. Each person entitled to be present and to vote shall have one vote and one of the co-chairpersons shall have a casting vote in addition to his deliberate vote. Voting by proxy shall not be permitted.

14.5.    A special meeting of the governing body shall be convened by the co- chairpersons upon the written request of at least 2 (two) members of the governing body.

14.6.    The governing body shall cause a register of all members of the club, together with their addresses and proper accounting records, to be kept and it shall, further, cause minutes to be kept of the appointment of officers and names of members of the governing body present at any meeting, together with minutes of all resolutions and all proceedings taken at any such meeting. All such minutes shall be duly entered into books properly kept and provided for that purpose. Any such minutes, or extract thereof, signed by the co- chairpersons shall be received as prima facie evidence of the matters therein stated.

14.7.    A resolution in writing which is signed by all members of the governing body and inserted in the minute book of the governing body shall be as valid and as effective as it was passed at a meeting of the governing body. Any such resolution shall be deemed to have been passed on the date on which it was signed by the last member of the governing body entitled to sign it.

14.8.    The inadvertent omission to give notice of any meeting of the governing body shall not invalidate the proceedings at any such meeting. Likewise the proceedings of the governing body shall be valid notwithstanding any temporary vacancy in the committee.
 

15.1.    The annual general meeting of members of the club shall be held at such times and place as the governing body may determine but not later than the end of March of each year.

15.2.    Notice of the date, time and place for the holding of the annual general meeting will be emailed to each of the members of the club at his registered email address as appearing in the register of members, at least 2 (two) weeks before the date fixed for the holding of such meeting.

15.3.    The omission to send by email any such notice to any member shall not invalidate the holding of the meeting or the passing of any resolutions thereat.

15.4.    Notice of the terms of any resolution to be proposed at an annual general meeting, other than concerning ordinary and general business, shall be lodged with the secretary at least 7 (seven) days before the date fixed for such a meeting.

15.5.    The annual general meeting shall be held for the purpose of receiving the co- chairpersons’ report and the annual accounts including the financial statements, to elect office bearers for the following year, to transact any special business of which notice has been given, to consider any alteration or addition to the constitution of the club (subject to the provisions of clause 18 of this constitution) and to transact any general business.

16.1.    The governing body may at any time, through the secretary, call a special general meeting of members by giving not less than 14 (fourteen) days’ notice to members specifying for what object or objects the meeting is called.

16.2.    The secretary shall convene a special general meeting of members of the club, upon receiving a written request therefor, signed by not less than 20 members of the club, specifying any resolution or resolutions proposed to be moved or other business to be discussed. The secretary shall email to each member at his registered email address a copy of such notice, at least 14 (fourteen) days prior to the holding of the meeting.

16.3.    The omission to send by email any such notice to any member shall not invalidate the holding of the meeting or the passing of any resolution thereat.

17.1    Subject to 14.2 above, the quorum for a general meeting of members shall be a majority of the members entitled to vote thereat, provided that if no quorum is present within 30 (thirty) minutes after the time fixed for the meeting, it shall, in the case of an annual general meeting or a special general meeting called by the committee, be postponed to the same day and hour in the following week and at such adjourned meeting the members present shall be deemed to be a quorum for the transaction of the business of the meeting.

17.2.  In the case of a special general meeting called by a requisition of members, if no quorum is present on the date fixed, and within 30 (thirty) minutes after the time fixed for the meeting, it shall be dissolved.

18.1.    The constitution of the club or any part thereof shall not be repealed, altered, added to or amended save by a resolution adopted by two thirds of the members of the club present at an annual or special general meeting of members of the club, of which due and proper notice has been given.

18.2.    Notice of any proposal to repeal, alter, amend or add to the constitution shall be given in writing to the secretary at least 21 (twenty one) days prior to the date of the annual general meeting or special general meeting and such notice shall be sent by email to each member of the club at the email address of each member appearing in the register of members.

18.3.    A copy of any amendment to the constitution of the club must be submitted to the Commissioner for the South African Revenue Service (“Commissioner”).

19.1.    A member of the club shall be guilty of misconduct should he, in the opinion of the governing body, commit any breach of this constitution or the rules or by-laws of the club; or be guilty of any improper conduct; or fail to make payment of any money due to the club after due notice; or be guilty of conduct in any way offensive to members of any class or to the committee; or be guilty of improper, dishonest or unsportsmanlike conduct; or be guilty of behaving in a manner unbecoming a member of the club or prejudicial to the interests and reputation of the club, whether within the clubs premises or outside them, or without cause or justification behave in any manner which is offensive or unbecoming towards any other member or guest or the staff employed by the club.

19.2.    The hearing and investigation of any complaint of a member, and the procedure to be adopted in connection therewith shall be in the sole discretion of the governing body, provided, however that the member whose conduct is the subject of complaint and investigation shall be informed of the nature of the complaint or the governing body shall take reasonable steps to bring to this notice the nature thereof by sending an email to his registered email address or otherwise, and provided that such a member shall be afforded the opportunity of replying to any such complaint whether in writing or in such a manner as the governing body may determine.

19.3.    The governing body, after investigation, shall have the power to:

19.3.1.        expel such a member who shall be ineligible for re-admission as a member of the club; or

19.3.2.        deprive such a member of any or all rights, benefits and privileges during such time or period as the governing body may in its absolute discretion deem fit; or

19.3.3.        call upon such a member in writing, through the secretary, to resign and, if he fails to tender his resignation within 10 (ten) days of the date of such request, expel such member who shall then be ineligible for re- admission as a member of the club; or

19.3.4.        reprimand and/or censure such a member; or

19.3.5.        caution such a member; or

19.3.6.        impose such condition upon such a member as to the use of the facilities of the club as the governing body may in its sole discretion determine.

19.4.    The decision of the governing body under this rule shall be notified to such member by sending an email to such member at his registered email address.

20.1.    Any member who is expelled or called upon to resign or otherwise dealt with by the governing body in terms of clause 19 above shall have the right, within 14 (fourteen) days after the date of the emailed notice to him by the secretary in terms of clause 19.4 above, to lodge an appeal in writing against the decision of the governing body to a special general meeting of members, which special general meeting shall be convened forthwith by the secretary upon receipt of the notice of appeal and upon such member depositing with the secretary a sum of money sufficient, in the opinion of the governing body, to cover the expenses which may be incurred in the convening and holding of such a meeting. Such deposit shall be returned to such a member in the event of his appeal proving successful but, if such an appeal fails either wholly or in part, the expenses which may be incurred in the convening and holding of such meeting shall be borne by such member and any refund of the deposit or part thereof shall be in the sole discretion of the governing body.

20.2.    The notice of appeal shall not have the effect of suspending the operation of such decision pending the hearing of the appeal.

21.1.    All members shall communicate their email addresses from time to time to the secretary who shall keep a register of the names of members and of their email addresses.

21.2.    Any notice to members will be considered to be properly delivered by sending an email to such address and shall be deemed to have been received on the day on which the email was sent to such address.

Every member, officer or servant of the club shall be indemnified by the club against all costs, losses and expenses which he may incur or become liable for by reason of any act or thing done by him as such in the discharge of his duties unless the loss in question is caused by his own gross negligence, dishonesty or breach of trust, provided that such act or omission was within the scope of his authority.

23.1.    The club may be dissolved by a resolution passed at a special general meeting called for that purpose, provided that such resolution is passed by two thirds of the members present and entitled to vote at such meeting.

23.2.    In the event of the winding up of the club, the committee shall act as liquidators. After the payment of all debts and obligations of the club, any surplus funds and assets of the club shall be given or transferred to some other club, association or institution having objects similar to the main object of the club, to be determined by the members of the club at or before the time of its dissolution or, failing such determination, by a court of competent jurisdiction; provided that any other club, association or institution to which any of the assets of the club are given or transferred must itself be –

23.2.1.        a public benefit organisation which has been approved in terms of section 30 of the Income Tax Act; or

23.2.2.        an institution, board or body which is exempt from tax under the provisions of section 10(1)(cA)(i) of the Income Tax Act, which has as its sole or principal object the carrying on of any public benefit activity as defined in the Income Tax Act (“Public Benefit Activity”) ; or

23.2.3        the government of the Republic in the national, provincial or local sphere, contemplated in section 10(1)(a) of the Income Tax Act, which is required to use those assets solely for purposes of carrying on one or more Public Benefit Activities.

24.1.    It is recorded that it is the intention that the club should qualify as a public benefit organisation in terms of section 30 of the Income Tax Act. As such, the governing body shall use their best endeavours to ensure that the club is

24.2.    conducted in accordance with the applicable requirements of the Income Tax Act and of the Commissioner for the South African Revenue Service (“the Commissioner”) and, in particular, the governing body shall –

24.2.1.        apply to the Commissioner, in terms of section 30 of the Income Tax Act, for exemption from income tax in terms of section 10(1)(cN) of the Income Tax Act and, if the governing body so decides, for approval for purposes of section 18A of the Income Tax Act; and, for this purpose, shall submit to the Commissioner a copy of this constitution;

24.2.2.        submit to the Commissioner a copy of any amendment, from time to time, to this constitution;

24.2.3.        comply with such reporting requirements as may be determined by the Commissioner;

24.2.4.        comply with such conditions as the Minister may prescribe by way of regulation to ensure that the activities and resources of the Company are used solely in the furtherance of its stated objects.

24.3.    The club shall –

24.3.1.        carry on all activities undertaken by it in a non-profit manner and with an altruistic or philanthropic intent;

24.3.2.        not carry on any activity which is intended to directly or indirectly promote the economic self-interest of any fiduciary or employee of the club, otherwise than by way of reasonable remuneration payable to that fiduciary or employee;

24.3.3        not distribute any of its funds, directly or indirectly, to any person (otherwise than in the course of undertaking any Public Benefit Activity as defined in the Income Tax Act) and shall utilise its funds solely for its stated objects;

24.3.4.        not accept any donation which is revocable at the instance of the donor thereof 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 or the corresponding provision of any supervening legislation; provided that a donor (other than a donor which is an approved public benefit organisation or an institution, board or body which is exempt from tax in terms of section 10(1)(cA)(i), which has as its sole or principal object the carrying on of any Public Benefit Activity) may not impose any conditions which could enable such donor or any Connected Persons in relation to such donor to derive some direct or indirect benefit from the application of such donation;

24.3.5.        not be a party to, or knowingly permit itself to be used as part of, any transaction, operation or scheme of which the sole or main purpose is the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would be or become payable by any person under the Income Tax Act any similar legislation administered by the Commissioner;

24.3.6.        not pay any remuneration (as defined in the Fourth Schedule to the Income Tax Act) to any employee, office bearer, member or other person which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered; and not economically benefit any person in a manner which is inconsistent with its stated objects;

24.3.7.        not use its resources directly or indirectly to support, advance or oppose any political party;

24.3.8.        not carry on any business undertaking or trading activity unless specifically permitted in terms of section 10(1)(cN) of the Income Tax Act or the corresponding provision of any supervening legislation;

24.3.9.        conduct its financial affairs by means of a bank account.

25.1    Save where the context otherwise requires, singular words shall be deemed to import the plural and vice versa and the masculine gender shall be deemed to include the feminine and neuter genders and vice versa.

25.2    In case of doubt or dispute as to the meaning and interpretation of any of the provisions of this constitution or the rules or by-laws made by the committee from time to time, the decision of the committee shall be binding upon the members of all classes, subject to any resolution of a general meeting of the club thereon.

25.2  Reference to the Income Tax Act or any other Act shall, if the applicable Act be replaced by any other statute, be construed as a reference to the statute or statutes from time to time in force; and any reference to any provision of those Acts shall be construed as a reference to such provision as modified or re-enacted by any statute for the time being in force.