Durban High Court Area Office Suites at Atrium Court

1 Name
The name of the Association shall be the Durban High Court Precinct Association (“the Association”), or such other name as may be agreed by the members of the Association.

2 Legal status
2.1 The Association shall be a distinct and separate legal entity with the power to acquire, to hold and to alienate property of every description   whatsoever and with the capacity to acquire rights and obligations and having perpetual succession.
2.2  The Association is and shall be a juristic person and can act and be acted against in its own name, with specific power to sue and be sued.
2.3  The property and funds of the Association vest in the Association as a juristic person and no member of the Association shall be liable for the debts of the Association.

3 Interpretation
In this Constitution, except in a context indicating that some other meaning is intended,
“Association” means the Durban High Court Precinct Association (or such other name as may be agreed by the members of the Association);
“The Precinct” means Masonic Grove, Beach Grove and the immediate area of the Durban High Court including the Esplanade frontage thereof, all situated in Durban, or such other area as may be agreed to by the members of the Association;
expressions in the singular also denote the plural, and vice versa;
words and phrases denoting natural persons refer also to juristic persons, and vice versa; pronouns of any gender include corresponding pronouns of the other gender; and the headings shall not be treated as forming part of the Constitution, as such headings are for convenience of reference only.

5 Objects
5.1 The main objects and powers of the Association are and shall be (insofar as the resources of the Association permit) to do the following, within the area of the Precinct, and in relation to that area
5.1.1 to administer, promote, foster, encourage and provide a lawful, safe, secure, clean, attractive, hygienic, and dignified environment that is environmentally, ecologically, and architecturally of a high standard;

to assist in the prevention and punishment of all criminal activity, in particular crimes of violence, (including robbery), burglary, theft, unlawful street trading, vagrancy, loitering, public performance of ablutions, littering, prostitution, illegal housing;
to assist in the prevention and eradication of unsanitary conditions, unsavoury conditions, unhygienic conditions, and degradation of the environment;

5.1.3bis to assist in the prevention and eradication of hawking and street trading and to oppose all proposals for permits to legitimise any such activity;
5.1.3ter to promote and foster the strict enforcement of all laws, including the Town Planning Laws and the City bye-laws;
5.1.4   to promote and foster the proper performance of their lawful obligations and civic duties by the various organs of state especially the City Police, The South African Police, The Health Department, the Department of Parks and Gardens, the Department of Labour, the Department of Public Works, The Defence Force, and The Administration of the High Court in the Precinct;
5.1.5   upon such terms and conditions as the Association may deem fit, to purchase, sell, hire, let or otherwise acquire or dispose of or deal with any property, movable or immovable, which may be required for the purposes of, or be capable of being used in connection with, any of the objects of the Association, including, without limiting the objects and powers of the Association;
5.1.5.1  the procurement and provision of whatever facilities considered by the Association to be necessary for fulfilling the objects of the Association;
5.1.5.2 the erection, maintenance, letting or hiring, improvement or alteration of any building, or structures;
5.1.6 the employment of all such persons, legal representatives, and agents as may be necessary to achieve its objects.

6 Subsidiary objects and powers of the Association
In pursuance of the main objects and powers of the Association and subsidiary thereto, the further objects and powers of the Association are and shall be:
6.1  to enter into such arrangements with appropriate authorities as the Association may deem conducive to its objects or any of them, and to obtain from such authorities any rights, privileges and concessions which the Association may deem advisable to obtain; and, whenever the Association deems it necessary, to apply to any authority to authorise the doing and performing of any object of the Association, or for any authority deemed necessary in connection therewith;
6.2  to accumulate capital for any purpose of the Association, either by capitalising unexpended income or otherwise, and to appropriate any of the Association’s assets for specific purposes, either conditional or unconditional;
6.3  to subscribe, administer and invest the funds of the Association in:
6.3.1  any recognised banking, trust and other financial institution;
6.3.2  mortgage bonds, participation bonds and securities issued or guaranteed by government, municipal and local authorities or public utility corporations in South Africa;
6.3.3  the purchase of land, buildings, debentures, securities and all kinds and descriptions of movable and immovable property, and in savings accounts and fixed deposits, and in pension and growth funds, and in shares in government and municipal stock, with specific power to sell, lease, mortgage, dispose of, give in exchange, work, develop, build, improve, turn to account and deal with all or any part of the property and rights of the Association, on any terms which may from time to time be deemed fit by the Association;
6.4  subject to the provisions of paragraph 6.3 above, to invest and deal with any monies of the Association not immediately required for carrying on the business of the Association, upon such securities and in such manner as may from time to time be determined by the Association, and to realise, vary, reinvest or otherwise deal with such securities;
6.5  to borrow, raise and secure the payment of money in such manner as the Association may deem fit, and to pledge, mortgage or otherwise secure, for the repayment of such monies, all or any of the property and assets of the Association;
6.6  to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments, and to open and operate banking and other accounts in the name of the Association;
6.7  to effect assurances of all descriptions, including assurances against accidents of any description, against liability to pay compensation for injuries happening to or sustained by any employee, official, or administrator of or connected with the Association, against liability to pay damages to any person in consequence of such accident, and to pay the premiums and other monies required to keep such policies of assurance of full force and effect;

to make payment towards medical aid of any employee and ex-employee and to grant pensions, allowances and ex gratia payments;
to obtain moneys to achieve its objects including the power to require the payment of subscriptions, and to accept donations or contributions;

6.10 to do all such other things as are incidental or conducive to the attainment of the above objects, whether main or subsidiary.

7 Limitations
The income and property of the Association derived from any source shall be applied solely towards the promotion of its objects, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever, to the members of the Association:

8 Provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Association or to any member thereof in return for any service actually rendered to the Association.

Founding members who sign this document, (who automatically become members upon such signature without compliance with any of the formalities prescribed below for the obtaining of membership, and who shall constitute the first Executive Committee of the Association);
Ordinary members;

10 Qualification for membership
10.1  Any person who makes a written application to become a member of the Association and whose application is accepted by the Executive Committee shall be and become an ordinary member of the Association.
10.2  Any person who makes written application to the Association and undertakes to pay such sum as determined by the Executive Committee from time to time and whose application is accepted by the Executive Committee shall become a life member of the Association.
10.3  An honorary life member shall be a person proposed by the Executive Committee and who has been so elected at an Annual General Meeting of the Association by reason of having conferred some special benefit upon the Association.

11 Application for ordinary or life membership
11.1  Any person applying for ordinary or life membership shall be required to complete such membership application form as may be prescribed by the Executive Committee from time to time. The application shall in all respects comply with the provisions of this Constitution.
11.2  Applicants for ordinary or life membership shall be obliged to agree to be bound by this Constitution and the rules and regulations made in terms thereof.
11.3  A list of names of such applicants shall be sent to the last known email address of each member giving notice for a period of at least 10 (ten) days. During the period of 10 (ten) days aforesaid, members shall be invited by way of the said notice to object, if they so wish, to any applicant for membership, and to submit their objections together with the reasons for such objections in writing to the Executive Committee by no later than 5 (five) days after the expiry of the 10 (ten) day period.
11.4  The Executive Committee shall be entitled, but not obliged, to take into account any of the objections received from members to the acceptance of an ordinary member or life member.
11.5  The rights, duties and privileges of membership shall only become effective after the payment of the relevant entrance fee and annual subscription fee.
11.6  A candidate may withdraw or amend his application at any time before the meeting of the Executive Committee to consider the same.

12   Entrance fees and subscriptions
12.1  The entrance fees for ordinary members shall be such sum as the Executive Committee shall from time to time determine.
12.2  The annual subscription payable by ordinary members shall be such sum as the Executive Committee shall from time to time determine. Members joining during a year shall be liable to pay a pro rata portion of the annual subscription for that year. The Executive Committee shall give at least one month’s notice to all ordinary members of its intention to increase any annual subscription and such increase shall be effective on the date stipulated by the Executive Committee.
12.3  All entrance fees payable by ordinary members shall become due and payable within 30 (thirty) days after election. Annual subscriptions shall be due and payable annually in advance by 1 March of each year.

13 Rights and privileges of members
13.1  A member who has discharged all his duties in terms of this Constitution shall be:
13.1.1  entitled to speak and vote at a General Meeting of the Association;
13.1.2  eligible to be elected as a member of the Executive Committee of the Association; and
13.1.3  entitled to all the rights and privileges derived from his membership of the Association.
13.2  Membership of the Association does and shall not give to any member of any class any right, title, interest, claim, demand in or to any of the monies, properties or assets of the Association.
13.3  Any member who has been accepted as a member of the Association shall be bound by the Constitution, regulations and rules of the Association.

14  Termination or suspension of membership
14.1  A member may resign from the Association on written notice given at any time. He shall not be entitled to a refund of any fees or amounts paid in respect of any period after the date of resignation.
14.2  If any member should fail to pay any amount owing to the Association, whether for subscriptions, levies, entrance fees, goods or services supplied by the Association, or otherwise, howsoever arising, then his membership of the Association may be terminated by the Executive Committee on written notice to his last known address. The Executive Committee may in its discretion reinstate such person on the payment of all arrear amounts and upon such terms as the Executive Committee may decide.
14.3  No member who has not paid his subscription within three months after it became due is allowed to remain a member while his or her subscription is unpaid.
14.4  The Executive Committee shall have the power to take such steps as it may deem fit against any member failing to comply with or contravening this Constitution, any of the regulations or rules of the Association, any resolutions adopted and rulings made by the Association or its Executive Committee, any contract entered into by the Association, and in general, to take such steps against any member, whose actions, or lack of action in its sole opinion are/is detrimental to the best interests of the Association.
14.4.1  Notwithstanding anything to the contrary contained in this Constitution the Executive Committee may delegate its powers in terms of this paragraph to a committee, or tribunal, or an attorney or agent, or an ad hoc committee established from time to time for a specific purpose and for a specific period of time, and may for this purpose issue regulations regarding any matter which shall or may be prescribed in terms of this paragraph, including procedure to be observed in the conduct of hearings, the right of appeal, and in general, with regard to any other matter which it deems necessary or expedient to prescribe in order to achieve or promote the objects of this paragraph.
14.4.2  The term “such steps” shall specifically include (but not to the exclusion of any other measure) expulsion, suspension or the imposition of a monetary fine, the amount/s whereof shall be determined by the Executive Committee from time to time.
14.5  The Executive Committee may cause the name of any member whose membership is terminated or who is suspended to be posted on the Association notice board.

15  The executive committee
15.1  Members of the Executive Committee:
The members of the Executive Committee of the Association shall be the founding members and such additional or replacement members as may be elected from time to time.
15.2  Powers of the Executive Committee:
The management and control of the affairs of the Association shall vest in the Executive Committee which shall have full power and authority to do any act, matter or thing which could or might be done by the Association, including the power to delegate, excepting where such matters are in this Constitution specifically reserved to be dealt with by a General Meeting of members. The Executive Committee shall have the powers and authority required to achieve the objects of the Association. The Association may in general meeting repeal, approve or amend any decision of the Executive Committee but no such decision of the Association shall invalidate any action taken by the Executive Committee in accordance with this Constitution. Without in any way limiting such powers and authority the Executive Committee shall have the following further special powers:
15.2.1  to make any regulations, bye-laws, rules or to take any resolutions or decisions, that are necessary or expedient in order to achieve the objects of the Association in terms of this Constitution including rules or regulations providing for the procedures to be followed to exercise the powers provided for in sub-paragraph 14.4 above; subject nevertheless to the provisions of the Constitution and to such regulations, bye-laws, rules, resolutions or decisions, not being inconsistent with the Constitution, as may be prescribed by the Association in general meeting; no regulation, bye-law, rule, resolution or decision adopted by the Association in general meeting shall invalidate any prior act of the Executive Committee which would have been valid if that regulation, bye-law, rule, resolution or decision had not been adopted;
15.2.3  to form or appoint sub-committees for special or general purposes and to delegate powers to such sub-committees and to delegate to any sub-committee or sub-committees all or any of the authorities conferred on the Executive Committee by this Constitution;
15.2.4  to appoint the members of any sub-committee including persons who are not members of the Association, with such powers as may be conferred on it at the time of appointment or thereafter by the Executive Committee, to be subject in all respects to such rules or instructions as may from time to time be framed, given or approved by the Executive Committee;
15.2.5  to cause the Association’s books of account to be audited by a duly elected chartered accountant and auditor who shall audit the books of the Association at such intervals as the Executive Committee may require and at least once in each financial year;
15.2.6  to establish and to fix the remuneration of the Association’s chartered accountant and auditor;
15.2.7  to decide on points of dispute; and the Executive Committee’s ruling thereon shall be final and binding;
15.2.8  to appoint a manager and other employees of the Association upon such terms and conditions and salaries as it thinks fit and control all such employees;
15.2.9  to appoint one or more persons, who need not be members of the Association, to take charge of and administer any funds of the Association for specific purposes on such terms as it may think fit, and to define and determine the conditions of such appointment and to terminate any such appointment;
15.2.10  to borrow or raise money for the purpose of the attainment of any of the Association’s objects, and to apply any of the Association’s funds or income in the repayment thereof;
15.2.11  to apply to the appropriate authority for the grant of any licence which the Association may require for the purposes of carrying on its business, and also to apply to any other appropriate authority for the grant of any other licence for which it may be decided to apply in connection with the Association’s business;
15.2.12  to institute, conduct, defend, oppose, settle or abandon any legal proceedings by and against the Association, or its officers or otherwise concerning the affairs of the Association; and also to settle and allow time for payment in satisfaction of any debts due, and of any claims or demands by or against the Association;
15.2.13  to refer any claim or demand by or against the Association to arbitration;
15.2.14  to invest, re-invest and deal with any moneys of the Association not immediately required for the purposes of the Association upon such securities and on such terms as it may think fit; and from time to time to vary or realise such investments; to lease and/or purchase any movable or immovable property for the benefit or advancement of the Association’s objects;
15.2.15  to sell, lease, alienate or otherwise dispose of part or parts of the movable or immovable properties of the Association as it may think most beneficial to the members and to apply the consideration arising therefrom as it may think most advantageous for the Association;
15.2.16  to purchase, hire, take on lease or in exchange or otherwise acquire any movable or immovable property or rights and to sell, dispose of, turn to account or otherwise deal with all or any of the movable or immovable property or rights of the Association;
15.2.17  to purchase, hire, provide and maintain all kinds of implements, tools, utensils and other things required or which may conveniently be used in connection with the grounds and premises of the Association;
15.2.18  to borrow, collect, or raise money in such manner as the Executive Committee shall think fit for the sole purpose of carrying out the objects of the Association, and in particular by means of subscriptions, contributions, levies, entrance fees, loans with or without security to give security for money by the issue of or upon bonds, debentures or obligations or securities of the Association, or by mortgage or charge upon all or part of the property of the Association;
15.2.19  to subscribe to or become a member of or affiliated to any other body having objects similar or in part similar to the objects of the Association;
15.2.21  to utilise the assets, funds, profits and gains of the Association solely for investment or for the objects of the Association as set out in this Constitution; and
15.2.22  to do all such other things as may be necessary for the proper carrying out of the objects of the Association.

16 Nomination and election of executive committee members
16.1  The members of the Executive Committee shall be elected annually at the Annual General Meeting of the Association.
16.2  Nominations in writing of members to be elected as members of the executive Committee shall be delivered to the Secretary of the Association at least fourteen (14) days before the date of the holding of the Annual General Meeting at which the election is to take place, provided that the current members of the Executive Committee shall be eligible for re-election without nomination to their respective offices.
16.3  Nominations for membership of the Executive Committee shall be signed by the proposer and a secondant and shall be accompanied by acceptance in writing by the candidate.
16.4  Voting for the election of Executive Committee members shall be by way of show of hands or by way of ballot in the discretion of the Chairman.

17 Election of chairman and vice-chairman
17.1  The Executive Committee shall, at the first Executive Committee meeting after the Annual General Meeting, from their number elect:
17.1.1  a Chairman; and
17.1.2  a Vice-Chairman.

18 Meetings of the executive committee
18.1  The Chairman, or in his absence the Vice-Chairman, shall act as the Chairman of the Association and the Executive Committee.
18.2  Should both the Chairman and Vice-Chairman not be present at any meeting of the Executive Committee the members thereof present shall elect a Chairman from their number at that meeting.
18.3  The Executive Committee shall meet from time to time as required. No less than 3 days’ notice must be given by the Secretary to the members of the Executive Committee of all meetings of the Executive Committee unless all members of the Executive Committee agree to accept shorter notice.
18.4  The quorum for a meeting of the Executive Committee shall be a majority of the members of the Executive Committee.
18.5  Any decision by the Executive Committee shall be by majority vote by show of hands of the members present at the meeting.
18.6  Each person entitled to be present and to vote shall have one vote. The Chairman shall not have a casting vote additional to his deliberative vote. No voting by proxy shall be permitted.
18.7  The Chairman shall cause for minutes to be kept of the names of the members of the Executive Committee present at any meeting together with minutes of all resolutions and all proceedings taken at such meeting. All such minutes shall be duly entered into books properly kept and provided for that purpose. Any such minutes or an extract therefrom, signed by the Chairman shall be prima facie evidence of the matters therein stated.
18.8  A resolution in writing which is signed by all the members of the Executive Committee and inserted in the minute book of the Executive Committee shall be as valid and effective as if passed at a meeting of the Executive Committee. Any such resolution may consist of several documents in the same form, each of which is signed by one or more of the members of the Executive Committee and shall be deemed (unless the contrary appears from the resolution) to have been passed on the date it was signed by the last member of the Executive Committee entitled to sign it.

19  Termination of office of executive committee members
19.1  Each elected member of the Executive Committee shall hold office for the period concluding with the end of the Annual General Meeting after that in which he was elected. Upon expiry of such period such member shall automatically retire from office but shall be eligible for nomination and re-election as a member of the Executive Committee provided that he retains his qualifications.
19.2  An Executive Committee member shall cease to hold office as such if–
19.2.1  he resigns his office by notice in writing to the Association;
19.2.2  he is or becomes of unsound mind;
19.2.3  he surrenders his estate as insolvent or his estate is sequestrated;
19.2.4  he is convicted of an offence which involves dishonesty;
19.2.5  he is or becomes disqualified from being appointed or acting as a director of a company; or
19.2.6  he ceases to be a member of the Association.
19.3  The Executive Committee shall have the right to co-opt any member of the Association as a member of the Executive Committee to fill any vacancy should a member cease to hold office as stated in 19.2.
19.4  The Association may at a Special General Meeting remove any Executive Committee member before the expiry of his term of office and appoint another Executive Committee member in his place to hold office for the unexpired part of the term of office of the Executive Committee member so removed, provided that the intention to vote upon his removal from office was specified in the notice convening the meeting.

20 Annual general meeting
20.1  An Annual General Meeting of members of the Association shall be held within 60 (sixty) days after the end of the financial year of the Association.
20.2  An Annual General Meeting shall be convened by the Secretary giving notice in writing to all members.
20.3  Notice of the date, time and place for the holding of the Annual General Meeting shall be posted by letter to each of the members of the Association at his registered address as appearing from the register of members at least 30 (thirty) days before the date fixed for the holding of such meeting.
20.4  The omission to send by post any such notice to any member shall not invalidate the holding of the meeting or the passing of any resolution thereat.
20.5  Notice of the terms of any resolution to be proposed at an Annual General Meeting shall be lodged with the Secretary at least 10 (ten) days before the date fixed for such meeting.
20.6  Notice of any proposed resolution adding to, rescinding or amending any part of this Constitution shall be given as provided in paragraph 29 below.

21 Proceedings at annual general meetings
21.1  The ordinary business to be done at the Annual General Meeting shall be as follows:
21.1.1  to confirm the minutes of the previous Annual General Meeting and any Special General Meeting held since the previous Annual General Meeting;
21.1.2  to receive and consider the report of the Executive Committee and the financial statements for the preceding financial year with the Auditors’ report thereon;
21.1.3  to elect the Association’s Accountant/Auditor;
21.1.4  to consider and to pass, with or without modification, any resolutions concerning the affairs of the Association of which due and proper notice is given;
21.1.5  to consider and to pass, with or without modification, any resolution adding to, rescinding or amending any part of the Constitution;
21.2  The Chair at an Annual General Meeting shall be taken by the Chairman of the Association or in his absence by the Vice-Chairman. Should both be absent, the members shall elect a Chairman for the meeting from among the other members of the Executive Committee present, if any or, failing their presence, the Chairman shall be elected being a person who is entitled to vote at an Annual General Meeting from among those members present.
21.3  The Chairman of the Annual General Meeting shall not have a casting vote additional to his deliberative vote.
21.4  At the Annual General Meeting any decisions shall be taken by voting as provided in paragraph 25.

22 Special general meetings
22.1  The Executive Committee may at any time through the Secretary call a Special General Meeting of members by giving not less than 20 (twenty) days’ notice in writing to members.
22.2  The Secretary shall post to each member at his registered address a copy of such notice specifying for what object or objects the meeting is called.
22.3  The Secretary shall convene a Special General Meeting within ten (10) days of receipt of a requisition to that effect signed by not less than ten (10) members specifying any resolution(s) proposed or other business to be discussed, by giving not less than twenty (20) days' notice in writing to members.
22.4  The Secretary shall post to each member at his registered address a copy of the notice of a Special General Meeting to be held in terms of paragraph 22.3.
22.5  The omission to send by post any such notice to any member shall not invalidate the holding of the meeting or the passing of any resolution thereat.
22.6  The Chair at a Special General Meeting shall be taken by the Chairman of the Association or in his absence by the Vice-Chairman. Should both be absent, the members shall elect a Chairman for the meeting from among the other members of the Executive Committee present, if any or, failing their presence, the Chairman shall be elected being a person who is entitled to vote at a Special General Meeting from among those members present.
22.7  The Chairman of the Special General Meeting shall not have a casting vote additional to his deliberative vote.
22.8  At the Special General Meeting any decisions shall be taken by voting as provided in paragraph 25.

23  Quorum at general meetings
23.1  The quorum for a General Meeting of members shall be the majority of the members entitled to vote thereat provided that if no quorum be present within 15 (fifteen) 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 Executive Committee, be postponed to the same day and hour 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.
23.2  In the case of a Special General Meeting called by a requisition of members, if no quorum is present upon the date fixed within 15 (fifteen) minutes of the time fixed for the meeting, it shall be dissolved.

24 Adjournment of general meetings
The Chairman of any General Meeting may, with the consent of the meeting decided by majority vote of members of the meeting, adjourn the meeting from place to place and from time to time. No business shall be transacted at any adjourned meeting other than that business left unfinished at the meeting from which the adjournment took place.

25  Voting
25.1  All members shall be entitled to vote at an Annual or Special General Meeting of the members of the Association and each such member shall have one vote.
25.2  Voting shall be by way of show of hands or by way of ballot in the discretion of the Chairman.
25.3  Voting by proxy shall not be permitted.
25.4  The Chairman or any other person acting as Chairman shall not have a casting vote additional to his deliberative vote.
25.5  Ballot may be demanded by not less than ten (10) members present at the meeting.
25.6  Should any such ballot be demanded it shall be taken in such a manner and at such time and place as the Chairman of the meeting may direct.
25.7  A declaration by the Chairman of the meeting of the result of a show of hands or a ballot, as the case may be, shall be conclusive.

26  Books of account
26.1  The Executive Committee shall cause proper books and records to be kept in which a true and satisfactory account of all transactions shall be recorded. Any statements required shall be extracted and prepared therefrom and certified by the Chairman or auditor.
26.2  All moneys received must be deposited to the credit of the Association in its banking account and all disbursements must be by cheque signed by any two members of the Executive Committee or any one member of the Executive Committee together with the Secretary of the Association.

27 Register of members
All members shall communicate their addresses from time to time to the Secretary who shall keep a register of the names of such members and of their addresses.

28 Exclusion of liability and indemnity
28.1 Neither the Association nor the members of the Executive Committee or the Association shall be responsible or may be held liable for any loss, damage or injury including consequential losses, suffered by or caused to any person or property anywhere on or about the Association’s property or premises, whether or not such loss, damage or injury is occasioned by any act or omission of the Association, the members of the Executive Committee or the Association, or anyone else for whose actions they or any of them would be liable in law, or by reason of vis major, casus fortuitus, rain or other water, riots, strikes, theft or burglary with or without forcible entry, or by reason of any condition on or off the grounds of the Association or any building structures, or any defective facilities of the Association, or caused by any activity carried out on the Association’s premises, or by any other cause of whatsoever nature and howsoever arising.
28.2 Each member of the Association shall, at all times, hold the Association and all members of the Association indemnified against and harmless from and shall in no manner whatsoever seek to hold any of them liable for any injury, loss or damage suffered by such member of the Association as a result of personal injury or patrimonial loss arising directly or indirectly from any activity of the Association or any of the members of the Association whether or not such injury, loss or damage can be attributed directly or indirectly to negligence of whatsoever nature or degree on the part of the Association, any member of the Association, and/or any of their officials, employees and/or agents.

29  Amendments to the constitution
29.1  The Constitution of the Association or any part thereof as contained herein shall not be rescinded, added to or amended, save by a resolution, adopted by a majority of two thirds of the members of the Association present at an Annual or a Special General Meeting of members for which due and proper notice has been given.
29.2  Notice of the intention to rescind, add to or amend the Constitution, if required to be dealt with at an Annual General Meeting of the Association, shall be given, in writing, by the intending mover thereof, to the Association not later than 20 (twenty) days prior to the date fixed for such meeting; and the Secretary shall give written notice of the intended amendment, rescission, addition or amendment to all its members at least ten (10) days prior to the date of the relevant meeting. If it is required that any such rescission, addition or amendment be dealt with at a Special General Meeting of the Association, written notice thereof must be given to the Secretary and the Secretary shall within ten (10) days of receipt of such notice, call a Special General Meeting of the Association by giving at least twenty (20) days’ notice thereof and of the intended rescission, addition, or amendment in writing, to all its members.

30 General
A copy of this Constitution and any rules or regulations and of any rescinding, addition or amendment thereto or new rule or regulation effected from time to time shall be available for the inspection of members upon application to the Secretary.

31   Dissolution
31.1  The Association may be dissolved by a resolution passed at a Special General Meeting called for that purpose provided that such resolution is passed by a majority of two thirds of the members present and entitled to vote at such a meeting and such resolution is confirmed at a Special General Meeting held not less than thirty (30) days thereafter by a majority vote of members entitled to be present and vote thereon.
31.2  Upon its dissolution the assets of the Association remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution or associations or institutions having objects similar to the objects of the Association, to be determined by the members of the Association at the second Special General Meeting, failing such determination, by the Court.

32 Interpretation
The interpretation of this Constitution and of all bye-laws, regulations, rules or decisions of the Association shall rest entirely with the Executive Committee, whose interpretation shall be final and binding on all members of the Association.

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