MERCEDES-BENZ CLUB OF SOUTH AFRICA

CONSTITUTION AND RULES

1. NAME

The name of the Club shall be MERCEDES-BENZ CLUB OF SOUTH AFRICA/ MERCEDES-BENZ KLUB VAN SUID-AFRIKA (hereinafter referred to as the CLUB or MBCSA).

2. COLOURS

2.1 The official colours of the Club shall be as is determined by the Mercedes-Benz Museum GmbH and Mercedes-Benz Classic Club Management in Stuttgart.

2.2 Club regalia/colours shall be in the form of the specimens as held by the Club and which have been approved by Daimler AG of Stuttgart, Germany.

3. AIMS AND OBJECTIVES

The aims and objectives of the Club are as follows:

3.1 The Club is bound by the provisions of the Trade Mark Agreement made and entered into by and between MERCEDES-BENZ AKTIENGESELLSCHAFT and the Club;

3,2 To promote and encourage the preservation, restoration and enjoyment of all Mercedes-Benz vehicles;

3.3 To advise, co-operate and negotiate and maintain cordial relations with anybody controlling motor sport, whether in South Africa or outside its borders;

3.4 To act on behalf of its members in making representations to government, provincial, municipal and other authorities, organisations, official bodies or persons, both local and foreign in order to gain official recognition, special concessions and other benefits for members;

3.5 To promote the sport and pastime of motoring in all aspects and to encourage members to organise and hold all kinds of driving tests, competitions, reliability trials, speed trials, hill climbs, runs, excursions, displays and other events for motor vehicles;

3.6 To assist members as far as possible, to obtain suitable insurance at competitive rates and policy conditions;

3.7 To investigate and promote any activities that may further the aims and objectives of the Club and/or enhance the benefits of membership thereof;

3.8 To broaden the scope of activities of the Club and to involve and interest members’ families and also members who are less technically orientated;

3.9 To make contact and build good relationships with other Mercedes-Benz Clubs worldwide. 2

4. MEMBERSHIP

4.1 Membership shall be open to all enthusiasts of Mercedes-Benz cars as well as honorary members, and special members as determined by the National Committee.

4.2 All members shall be subject to the rules and regulations of the Club.

4.3 The number of members shall be governed by the National Committee.

4.4 Every application for membership shall be made upon the form prescribed by the Club.

4.5 A register of members shall be kept containing the following information:

4.5.1 Member’s full names;

4.5.2 Contact details: Address, telephone numbers and e-mail address;

4.5.3 ID number and Date of Birth;

4.5.4 Original signed indemnity form.

4.6 Honorary Membership

4.6.1 The National Committee may, with the approval of the Electorate, bestow an Honorary Membership on a club member who has rendered exceptional service in the interest of the Club, or to an esteemed individual of good standing whose association with the Club is beneficial to the Club.

4.6.2 This most distinguished and esteemed award is presented on merit and in exceptional cases only. It affords the recipient life-long club membership with full benefits at no personal expense.

4.6.3 Procedure: The National Committee proposes a candidate at an Annual General Meeting and, on approval, presents the nominee with the award. The criteria for the consideration of this award should include the following:

4.6.3.1 The candidate should be of good standing and impeccable conduct.

4.6.3.2 He/she should render continuous and meritorious service to the Club or to the Mercedes-Benz marque, through dedication and loyalty.

4.6.3.3. He/she should promote the aims and objectives of the Club.

4.6.3.4 The contribution considered here, as is the case with the award, has long term perspective.

4.6.4 Presentation: The presentation of this award should promote the prestigious nature thereof. The presentation of a certificate with seal and blazer with embroidered badge with laurel and scroll should be presented to the recipient at a formal and prestigious occasion.

4.7 Special Membership

4.7.1 The National Committee may, with the approval of the Electorate at an Annual General Meeting, bestow a Special Membership on an individual who renders a service in support of the Club’s short-term aims and objectives.

4.7.2 This award is granted annually and for a period of one year only. 3

4.7.3 The recipient is entitled to free club membership for a period of one year during which he/she is entitled to normal club benefits, voting rights excluded.

4.7.4 Procedure: The National Committee proposes a candidate at an Annual General Meeting and, on approval, presents the nominee with the award. The proposal for this award should be supported with due consideration to the following:

4.7.4.1 The candidate should render a valuable and beneficial service to the Club and promote the Mercedes-Benz Marque.

4.7.4.2 He/she, under normal circumstances, but not exclusively, would not qualify for membership.

4.7.4.3 The contribution considered here, as is the case with the award, is based on short term perspective.

4.7.5 Presentation: A certificate.

4.8 Hero Award

4.8.1 The National Committee may bestow a Hero Award on a club member who has rendered exceptional service in the interest of the Club.

4.8.2 This distinguished and esteemed award is presented on merit and in exceptional cases only. It affords the recipient life-long recognition with no financial benefits.

4.8.3 Procedure: Candidates to be nominated by the regional chairmen. The National Committee approves the nomination and presents the nominee with the award. The proposal for this award should be supported with due consideration to the following:

4.8.3.1 The candidate should be of good standing and impeccable conduct.

4.8.3.2 He/she should render continuous and meritorious service to the

Club or to the Mercedes-Benz marque, through dedication and loyalty.

4.8.3.3 He/she should promote the aims and objectives of the Club.

4.8.3.4 The contribution considered here, as is the case with the award,

has long term perspective.

4.8.4 Presentation: The presentation of this award should promote the prestigious nature thereof. The presentation of a certificate should be presented to the recipient at a formal and prestigious occasion.

4.9 SPECIAL PENSIONER’S DISCOUNT

Any member who has reached the age of 70 and has been a member in good standing of the club for an uninterrupted period of at least 10 years, may apply in writing to the National Committee to receive a 50% rebate in annual membership fees. This discount is not applied automatically and each application is considered on merit. The decision of the committee in this regard is final and no correspondence shall be entered into regarding such decisions. 4

5. SUBSCRIPTION AND ENTRANCE FEES

5.1 The entrance fee and subscription for members of the Club shall be determined by the National Committee.

5.2 Any member failing to pay his/her annual subscription, shall cease to be a member of the Club and shall be deprived of all privileges of membership, i.e. voting rights at a meeting.

5.3 The National Committee may however reinstate such member on payment of all arrear subscriptions and in addition the National Committee may at its sole discretion waive the payment of any arrear subscription.

5.4 The annual subscription shall become due and payable on the 1st day of January each and every year.

6. MANAGEMENT OF THE CLUB

6.1 The management of the Club shall be vested in the National Committee consisting of a president, a vice president, an immediate Past President (for one year after term as president), a National Secretary, a National Treasurer, Membership Secretary as well as the duly elected and appointed regional chairmen as referred to in clause 11, all of whom with the exception of the immediate past president and the regional chairmen shall be elected in the above order at the annual general meeting and all of whom shall have full voting rights at National Committee meetings.

6.2 Any member defeated in an election for any of the above offices shall upon his verbal consent automatically be eligible for any subsequent office.

6.3 The National Committee have the power to co-opt four additional members to assist in their work, none of whom will have voting rights at National Committee meetings.

6.4 No more than one member who is an employee of Mercedes-Benz of South Africa (Ltd) or an accredited dealer shall be elected to an office of the National Committee in clause 6.1 hereof.

7. NOMINATION OF NATIONAL COMMITTEE MEMBERS

7.1 Nomination

Each candidate for the National Committee shall be nominated by a member of the Club and seconded by another member both being in good standing with the Club and shall be lodged in writing on the prescribed nomination form which shall be supplied by the National Secretary.

7.2 Declaration

The nominee shall sign a declaration as an indication of his willingness to undertake office. 5

7.3 Date to be submitted

Nominations shall be lodged with the National Secretary of the Club not later than thirty (30) days preceding the annual general meeting.

8. ROTATION OF NATIONAL COMMITTEE

All members of the National Committee shall retire annually at the annual general meeting of the Club, retiring members being eligible for re-election.

9. MEETINGS OF THE NATIONAL COMMITTEE

9.1: The National Committee shall meet regularly to conduct general business. 50% plus one member shall constitute a quorum.

9.2 The National Secretary shall circulate any documentation relevant to the National Committee meetings to the committee members electronically, by e-mail, or otherwise, to reach them at least 7 days prior to a committee meeting.

9.3 Regional chairmen shall have full voting rights where any formal decision by the National Committee has to be taken. Discussion and voting by regional chairmen on issues before the National Committee may be effected telephonically or by any other means agreed upon.

10. POWERS OF THE NATIONAL COMMITTEE

10.1 The National Committee shall appoint delegates or representatives to represent the Club at meetings of any association or body to which the Club may be affiliated.

10.2 The National Committee may appoint attorneys, agents, officers and clerks for permanent, special or temporary services as it may think fit and vest in them such powers as it may think expedient and determine their duties and fee.

10.3 The National Committee shall have the power to apply for and renew from time to time such necessary license or licenses for the purposes of the sale of liquor and other articles and commodities at the Club premises.

10.4 The National Committee may buy, prepare, supply, sell or deal in all kinds of refreshments and provisions for the convenience of members or bona fide reciprocity members, who shall only be permitted to pay for such provisions supplied on the said premises.

10.5 The National Committee shall control the revenue of the Club and apply same to the general purposes of the Club.

10.6 The National Committee shall insure against fire and theft, the property of the Club including public liability.

10.7 Prior to every election of National Committee members, the committee shall preside over the election of management and other members in terms of Paragraph 7 hereof. The electoral officer shall not be a member of the Management Committee at the time. 6

10.8 The National Committee has the power to raise or borrow money in such manner and upon such terms and conditions that it seems fit in the interests of the Club.

11. REGIONAL BRANCHES OF THE CLUB/SUB-COMMITTEES

11.1 The National Committee shall have the power to appoint regional branches/sub-committees of the Club for special purposes and for specific designated areas and delegate to them any of the powers of the committee except those of electing and expelling members of the Club and of making alterations to and revoking any provision of this constitution.

11.2 The regional management will consist of a chairman, and a secretary who will be elected by members at a regional annual general meeting. Approval by the National Committee will be confirmed by a letter of appointment to all regional office bearers.

11.3 These regional branches/sub-committees shall have the power to co-opt additional members to assist in their work, such members to be vested with equal voting rights. Regional branches may, with the approval of the National Committee, appoint Register representatives in his designated area.

11.4 The President and National Secretary shall be ex-officio members of all regional branches/sub-committees.

11.5 Model Series Registers

11.5.1 The individual Registers must always complement the objectives of the Club and operate strictly within the current constitution.

11.5.2 The respective Registers are to be self-funding.

11.5.3 Only current paid-up members of the Club are to be accepted into the respective Registers and should a member’s membership lapse with the Club, then the individual will automatically immediately terminate as a member of the respective Register.

11.5.4 The individual Register will be under the leadership of a bi-annually elected “Register Captain”, who will serve for a minimum of a two-year period and may be re-elected.

11.5.5 To start a Register, a group of a minimum of ten (10) paid-up members from various Regions of the Club will need to formally apply to the National Committee for approval.

11.5.5.1 A “Register Application Form” is available from the National Secretary. This completed form must be returned to the National Secretary, who will present it to the National Committee for approval.

11.5.5.2 Once the document is signed by the President and National Secretary, it will be returned to the Register Captain.

11.5.6 The Register Captain may co-opt additional assistance, but will remain responsible to provide Register Communication via email to its members and simultaneously submit register related articles to the Editor of the Benz Lens, for consideration of publishing in the next edition.

11.5.7 Only one Register per Model Series will be allowed. 7

11.5.8 The individual Registers will be expected to host a long weekend annually and a Special Event once every three years.

11.5.8.1 All Register outings and functions must be approved by the President, in consultation with the six Regional Chairmen, and must not clash with any other official National MBCSA event.

11.5.9 All individual Registers will only utilise the Club Logo and Regalia as insignia. Any deviation must to be motivated in advance, for the President’s approval.

11.5.9.1 All correspondence must bear the Club logo.

11.5.10 The Register Captain must submit a written report annually to the President, to be tabled at the first National Committee meeting of every year.

11.5.11 No Register Captain or member may approach MBSA or any MB Dealership directly for any sponsorship whatsoever, unless such request is motivated in advance, for the President’s approval.

11.5.12 If the respective Register is found to be operating outside of the objectives and constitution of the Club by the National Committee, then after one formal written warning, if this issue occurs again within a two-year period, the specific Register may be cancelled or a new Register Captain appointed, at the discretion of the MBCSA National Committee.

12. BANKERS

The banking account of the Club shall be kept in the name of the Mercedes-Benz Club of South Africa at any registered commercial bank, as the National Committee may decide upon. All money drawn on this account, or withdrawal forms from the financial institution shall be approved by the National Treasurer and President of the National Committee.

13. NATIONAL COMMITTEE VACANCIES

Should any vacancy occur in the National Committee, the remaining members, at a properly constituted committee meeting shall have the power to fill such vacancy.

14. ABSENCE FROM NATIONAL COMMITTEE MEETINGS

14.1 Any member of the National Committee who is absent from three consecutive committee meetings without having received leave of absence or without giving a reason therefore, satisfactory to the committee, shall ipso facto cease to be a member thereof.

14.2 Any member of the National Committee who habitually fails to attend committee meetings may be requested by the committee to resign forthwith from the said Committee. 8

15. OFFICE BEARERS

15.1 President

No member may be elected as president unless he has served at least two years on the National Committee. The president shall preside on all meetings. In his absence the vice-president shall preside or in the absence of both, the meeting shall elect a chairman.

The chairman at all meetings shall have a deliberating casting vote.

15.2 National Secretary

The Secretary shall issue a notice of all meetings of the Club except for meetings of the regional or the sub-branch committees and shall keep a minute book, recording all business transacted at such meetings. Copies of minutes of meetings shall be furnished to the National Committee members as soon as possible, but not less than seven (7) days before the next committee meeting.

15.3 National Treasurer

The treasurer shall receive all subscriptions and all other monies due to the Club, shall issue receipts and keep a correct set of books showing financial affairs of the Club, shall submit a statement of account to all meetings of the National Committee and shall also prepare a balance sheet for submission to the annual general meeting.

15.4 Membership Secretary

The Membership Secretary shall annually send out subscription invoices electronically to all members and receipt all subscription money received and keep a correct set of membership financial records. Furthermore, the membership secretary shall process all new membership applications and ensure that a proper register of members is kept as specified in clause 4.7 hereof.

15.5 Regional Chairman and Secretary

The regional chairman and secretary shall be responsible for the running of all regional matters, but shall be under the jurisdiction of the National Committee.

16. GENERAL MEETING

16.1 A quorum at a general meeting shall be twenty five (25) members with full voting rights. If there is no quorum present at a general meeting, the meeting shall stand adjourned for a period of fourteen (14) days and those present at the adjourned meeting shall constitute a quorum.

16.2 Notice of General Meeting

The annual general meeting shall be held each year within six (6) months after the financial year end of the Club. Notice of the meeting shall be given at least thirty (30) days before the date fixed for the meeting with the agenda. The non-receipt of notice of meetings by any member shall not invalidate proceedings at such meeting. 9

16.3 Procedure at the Annual General Meeting

The business to be transacted at the annual general meeting shall be:

16.3.1 To read and confirm the minutes of the previous annual general meeting

and to deal with any matters arising there from;

16.3.2 To receive and consider the annual report of the year’s activities of the Club

and the statement of audited accounts;

16.3.3 To elect an auditor and to fix the remuneration for his services;

16.3.4 To elect any honorary members proposed by the National Committee;

16.3.5 To deal with any resolutions/amendments concerning the constitution and

the rules of the Club which due notice must be given in writing to the National Secretary at least fourteen (14) days before the date of the meeting and any business concerning the affairs of the Club which is brought under consideration by the report of the committee. The National Committee may, however, at any meeting of members without previous notice, bring forward any business which it, in its sole discretion considers urgently require decision, confirmation or action of the members of the Club;

16.3.6 Confirm election of office bearers and National Committee members referred to in clause 6 hereof;

16.3.7 General.

16.4 Voting

Voting may be done by raising of hand or by ballot paper of those members present or by proxy on the prescribed proxy forms supplied by the National Secretary.

17. SPECIAL GENERAL MEETING

A special general meeting may be called to deal with some specific business, either on a decision of the National Committee or on a requisition in writing signed by at least fifteen (15) members, stating the purpose for which the meeting is to be called.

The National Secretary, if the requisition is in order, shall call the meeting for a date not less than fourteen (14) days, nor more than twenty-one (21) days, after the receipt of the requisition, by distributing an electronic notice of the meeting with the agenda to the members. Only the business for which the meeting was called as shown on the agenda and matters relevant thereto may be discussed. The chairman may decide whether any matter is relevant to the agenda or not, and his decision shall be final. If there is no quorum present at a special general meeting the same procedures will apply as to clause 16.1 hereof.

18. AMENDMENTS TO THE CONSTITUTION

Amendments to the constitution can only be authorised at a general meeting by a two thirds majority vote of the members present at the meeting. 10

Amendments are to be submitted in writing fourteen (14) days before a general meeting to enable the National Secretary to notify members in good time. (Ref clause 16.3.5).

19. NEWSLETTER AND OTHER MEANS OF NOTICE

The Club newsletter shall serve as the official organ for all notice in terms of this constitution. In addition, such notice may be mailed or electronically distributed via e-mail or by means of an announcement on the official club website.

20. AUDITOR

The auditor and/or examiner, who shall examine all books and vouchers in the hands of the treasurer and certify the same annually, shall be nominated by the National Committee for the approval of the annual general meeting.

21. RIGHT OF ADMISSION TO CLUB

The National Committee reserves the right to deny membership to:

21.1 Any person whose nomination for membership has been rejected, and/or

21.2 Any member who has been expelled or whose suspension from membership has not yet lapsed, and/or any person whose presence on the Club’s premises is considered by the National Committee to be undesirable.

22. DISCIPLINE

Should any member in the opinion of the National Committee commit any unlawful breach of the rules of this constitution or be guilty of improper, dishonest, unsportsmanlike or ungentlemanly conduct or fail to make any payment of any monies due to the Club after due notice has been given or be guilty of conduct which is prejudicial to the interests of the Club, whether within the Club’s precincts or outside them, the National Committee shall have the power:

22.1 to reprimand such members provided, however, notwithstanding anything hereinbefore contained, no member shall be expelled unless the National Committee shall have given him or her an opportunity to appear before it, at such time and place as it in its sole and absolute discretion may deem fit to explain his or her conduct. After any such hearing, the National Committee shall fix the procedure to be adopted. The National Committee shall have the power to summon any member or any other person to appear before it to give evidence for or against such member and any such member shall have the power to cross-examine any such witness and shall have the like power to tender the evidence of any member or any person he or she may deem fit;

22.2 to deprive such member of any or all rights of his or her membership during such time or period as the National Committee, in its sole and absolute discretion, may deem fit and advisable;

22.3 To call upon such member in writing, through the secretary, to resign and if he or she fails to resign within seven (7) days of the date of such request, to expel such member; 11

22.4 to call upon such member to appear before the National Committee and there explain his or her conduct and should such member fail to appear when called upon, to expel or deal with such member in such manner as the committee in its sole and absolute discretion may deem fit;

22.5 To expel such member.

23. INTERPRETATION OF THE CONSTITUTION AND BY-LAWS

23.1 In case of doubt as to the strict meaning of any clause of this constitution the interpretation of the National Committee shall be binding upon its members.

23.2 Prior drafts of this constitution and its schedules, if any, shall not be admissible in any proceedings as evidence of any matter relating to any negotiations preceding the signature of this constitution.

23.3 Notwithstanding the date of signature hereof the terms hereof shall be of full force and effect from the nineteenth (19) day of November 1985, being the date when the Club was officially founded, and shall, unless otherwise herein provided, continue for an indefinite period.

24. WINDING UP

In the event of the winding up of the Club, the assets shall be disposed of by public auction or by such other manner which the National Committee in its sole and absolute discretion shall deem fit and proper in the circumstances, and any accruing funds shall be distributed among its members at the time.

Dated at Port Edward on this the 29th day of April 2017
and signed by the members of the National Committee in office at the time.