CONSOLIDATED ARTICLES OF ASSOCIATION OF MOTORSPORT SOUTH AFRICA (ASSOCIATION INCORPORATED IN TERMS OF SECTION 21)
A. The Articles of Table 'A' contained in schedule 1 to the Companies Act, 1973, shall not apply to MSA.
B. The Articles of MSA are as follows:
1. DEFINITIONS
In these Articles, unless the context otherwise requires, each of the following words and expressions shall have the meaning given below:
"CIK" Commission Internationale de Karting;
"FIA" Fédération Internationale de l'Automobile;
"FIM" Fédération Internationale de Motocyclisme;
"MSA" Motorsport - South Africa;
“SASCOC” S.A. Sports Confederation and Olympic Committee
“WADA” World Anti-Doping Agency
"ACT" the Companies Act, 61 of 1973, as amended;
"ARTICLES" the Articles of Association of MSA;
"CHAIRMAN" the Chairman of the MSA Board of Directors;
"COMPANY" includes an association of persons or a body corporate, as the case may be;
"GENERAL MEETING" any general meeting of MSA or any adjournment thereof, as the case may be;
"MANAGERS" any manager/s to whom the MSA BOD may delegate a particular function, power, authority or duty;
"MD of MSA" the Managing Director of MSA appointed by the MSA Board;
"MEC" the Motorsport Executive Council appointed in terms of these Articles;
"MSA BOD" the MSA Board of Directors;
"MSA MEMBER" the members of MSA as defined in these Articles;
"NCA" National Court of Appeal appointed in terms of these Articles;
“CLUB” a club whose declared aims and objects are the promotion and/or organisation of all or any of the accepted branches of competitive motorsport which, after acceptance as a member by the MSA Board of Directors, fulfils the conditions of membership as prescribed in these Articles.
"PERSON" includes a natural person, company or body corporate, a statutory body, a partnership or an association of persons, as the case may be;
"REGIONAL COMMITTEE" a regional committee appointed in terms of these Articles;
“REGIONAL SECRETARY” a secretary to whom the MD of MSA, the MSA Secretariat or regional committee member may delegate particular functions, and being responsible for the regional administrative duties of MSA in a region;
"REGISTERED OFFICE" as registered office for the time being of Motorsport South Africa;
"REPUBLIC" the Republic of South Africa;
"SECRETARIAT" the Secretariat of MSA appointed in terms of these articles and authorised by the MSA Board of Directors;
"SECRETARY" the company secretary of MSA or any person authorised to act in his place and includes a person authorised by the directors to carry out any of the duties of the secretary;
"SPECIALIST PANEL a Specialist Panel of MSA appointed in terms of these articles;
"SPORTING COMMISSION" a Sporting Commission of MSA appointed in terms of these articles;
"SIGN" includes the reproduction of a signature by lithograph, printing with an india-rubber stamp or any other mechanical process or partly the one and partly the other process, and "signature" has the corresponding meaning;
"WRITING" includes printing, typewriting, lithography or any other mechanical process, or partly one and partly the other.
2. INTERPRETATION
2.1 In the interpretation of these Articles and unless contrary to or excluded by the subject or context, any word signifying:
2.1.1.1 the singular shall include the plural, and vice versa;
2.1.1.2 the masculine shall include the feminine and the neuter;
2.1.2 any word which is defined in the Act and is not defined in article 1 shall bear that statutory meaning in these articles;
2.1.3 any word or phrase, which is not defined in the Act or in article 1, shall bear its usual meaning.
3. GENERAL
3.1 Motorsport South Africa, is a Company incorporated under the Companies Act, 1973 (Act 61 of 1973), not having a share capital, limited by guarantee and is incorporated under Section 21 of the Act.
3.2 MSA refrains from manifesting racial, gender, political and religious discrimination in the course of its activities and requires all its member bodies to do the same.
3.3 MSA being a member of SASCOC accepts the code of conduct, objects and jurisdiction as prescribed in the constitution of the SASCOC or their successors in title.
4. AUTHORITY
MSA holds the sporting authority to govern motorsport as conferred or delegated by the FIA, CIK and FIM and any other international or national sporting bodies, Associations, and Federations which shall mean it holds the exclusive right to take all decisions concerning the organisation, direction, management and control of motorsport in South Africa, Botswana, Lesotho and Swaziland.
5. EXERCISE OF THE SPORTING POWERS
5.1 MSA shall exercise the judicial and executive powers, authority and control in respect of any event, series of events, race, test, attempt at a record, regularity trial, rally, touring assembly, speed contest, in which an automobile, motorcycle or kart takes part, and having a competitive nature which shall include official practice and/or qualifications in respect thereof. MSA shall exercise these rights in terms of the Sporting Codes of the FIA, CIK and FIM.
5.2 MSA has the right to initiate, promote, organise, delegate, control and administer South African National Championship competitions and such other International, National, Regional or other competitions which may be created from time to time for automobiles, motorcycles and karts.
6. OBJECTS OF MSA
6.1 The object of MSA shall be to establish a union between its members primarily with the view to:
6.1.1 ensuring the unity of the motorsport movement and safeguarding the interest of motorsport in South Africa;
6.1.2 promoting, encouraging and developing motorsport in South Africa;
6.1.3 exercising jurisdictional power for the settlement of disputes of a sporting nature and/or any disputes which might arise between its members, or any of its members having contravened the provisions and articles of MSA and/or current MSA Handbook, Rules or Regulations.
6.1.4 By ensuring that there is an active motorsport development programme in place for members from previously disadvantaged communities.
7. RECORDS
7.1 Registers
7.1.1 MSA shall keep and maintain a register of members of MSA in one of the official languages of the Republic and an index thereto as provided in Sections 105 and 106 of the Act. In addition to any such register MSA may maintain a branch register under the provisions of Section 107 of the Act.
7.1.2 There shall be entered in the register of members:
7.1.2.1 the names and addresses of the members;
7.1.2.2 the date on which the name of any person was entered in the register as a member;
7.1.2.3 the date on which any person ceased to be a member.
7.1.3 MSA shall keep and maintain:
7.1.3.1 a register of directors and officers of MSA and shall enter therein the particulars required by Section 215 of the Act; and
7.1.3.2 a register of interests of directors and officers in contracts, in one of the official languages of the Republic, and shall enter therein the particulars of any declarations of interest made under Sections 234, 235 and/or 237 of the Act.
7.1.4 MSA shall keep and maintain:
7.1.4.1 a register of pledges, notarial bonds, mortgage bonds and notarial debentures in accordance with the provisions of Section 127 of the Act; and
7.1.4.2 a register of debenture holders, if any, in accordance with the provisions of Section 128 of the Act.
7.1.5 Each of the registers referred to in articles 7.1.1, 7.1.2, 7.1.3 and 7.1.4:
7.1.5.1 shall be kept at the registered office or at any office of MSA in the Republic where the work of making up such register is carried out or at the office of an agent of MSA in the Republic where the work of making up such register is carried out;
7.1.5.2 shall, except in the case of the register of members when such register is closed under the provisions of this Article, be open to the inspection of members during business hours, subject to any reasonable restriction from time to time imposed by MSA in general meeting.
7.2 Minutes
7.2.1 MSA in terms of Sections 204 and 242 of the Act shall cause minutes of the following matters to be inserted in books kept for the purpose:
7.2.1.1 all resolutions and other proceedings of any general meeting or any meeting of MSA;
7.2.1.2 all resolutions and other proceedings of any meeting of the directors or of any executive or other committee.
7.2.2 Such minutes shall specify, without limitation, all resolutions to appoint directors and all resolutions passed in terms of article 28.1 and shall record the names of all directors attending meetings of the directors or of any executive or other committee.
7.2.3 Any minutes of any meeting of MSA or of the directors or of any executive or other committee, and any extract therefrom purporting to be signed by the Chairman of such meeting or by any person present at such meeting and authorised by the directors to sign such extract, or by any 2 (two) of the directors, shall be receivable in evidence of the matters recorded therein. Any minutes of any resolution made in pursuance of article 27 and any extract therefrom purporting to be signed by any two of the directors shall be receivable in evidence of the matters recorded therein.
7.3 Accounting Records
7.3.1 The directors shall cause accounting records to be kept in accordance with Section 284 of the Act.
7.3.2 The accounting records of MSA shall be kept at the registered office or at such other place or places as the directors may deem fit.
7.3.3 The accounting records shall be open to inspection by any of the directors at any time. The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions the accounting records of MSA or any of them shall be open to inspection by members not being directors, and, subject to the rights granted to members in terms of the Act, no member other than a director shall be entitled to inspect any of the accounting records or other documents of MSA unless authorised by the directors or by MSA in general meeting.
7.4 Annual Financial Statements
7.4.1 The directors shall from time to time, in accordance with Sections 286 and 288 of the Act, cause to be prepared and laid before MSA in general meeting such annual financial statements, group annual financial statements and group reports, if any, as are referred to in these Sections. Particulars of any loan or security within the meaning of Section 37(1) of the Act, shall be stated in the annual financial statements of MSA for every year during which such loan or security was in operation.
7.4.2 Every such annual financial statement shall be accompanied by a report by the directors complying with Sections 286 and 299 of the Act.
7.4.3 Not less than 21 (twenty one) days before the date of any annual general meeting a copy of any annual financial statements, group annual financial statements and group reports to be laid before such meeting shall at the election of the directors be:
7.4.3.1 published by advertisement in one of the official language newspapers circulating in every province of the Republic of South Africa; or
7.4.3.2 sent to members in the same way as a notice of meeting may be sent in terms of these Articles; or
7.4.3.3 sent only to those members who may elect to receive annual financial statements and to pay such fee as may be reasonably determined by the MSA BOD from time to time to cover the costs incurred by MSA.
8. AUDIT
8.1 An auditor or auditors shall be appointed in accordance with Chapter X of the Act. An auditor may be a member of MSA but no person shall be eligible to be appointed as an auditor of MSA who has any interest otherwise than as a member, in any transaction to which MSA is a party, or who holds any office in MSA or in any other company performing secretarial work for MSA other than that of auditor, whether as director, officer or employee or otherwise. If an auditor during his term of office as auditor, acquires an interest, or is appointed to an office which renders him ineligible for appointment as an auditor, then such person shall cease to be an auditor of MSA.
8.2 An auditor of MSA shall, subject to the provisions of the Act and of article 8.1, hold office until another appointment or other appointments to the registered office shall be made at a general meeting of MSA.
8.3 Any casual vacancy occurring in the offices of auditor may be filled by the directors and any person so appointed shall, subject to the provisions of Sections 275, 277 and 278 of the Act, continue in office until the first general meeting held after the appointment of such person, provided that if such general meeting fails to appoint an auditor in the place of the auditor whose office was vacated and if the person appointed by the directors to fill the place of such person be the only exiting auditor of MSA, then such person may continue in office until such time as MSA in general meeting appoints an auditor or auditors or until the directors appoint some other person to fill the casual vacancy.
8.4 The remuneration of the auditors shall be fixed by the directors.
8.5 At least once in every year the accounting records of MSA shall be examined and the correctness of the annual financial statements ascertained by the auditors. For this purpose:
8.5.1 the auditors shall be supplied with copies of the annual financial statements intended to be laid before MSA in general meeting;
8.5.2 the auditors shall at all times have access to the books and accounts of MSA;
8.5.3 the auditors may, for the purpose of the audit, examine the affairs of the directors or officers of MSA.
8.6 In addition to such audit the auditors shall make a report to the members in compliance with the Act.
8.7 If MSA is a holding company as defined in Section 1 of the Act, then the director's report which is attached to the group financial statements issued by MSA in terms of the Act shall disclose full details of all matters material to an understanding of the state of affairs and business of MSA and the profit and loss earned or incurred by MSA and its subsidiary companies, if any, and shall include at least the matters prescribed by schedule 4 of the Act where these are applicable.
8.8 The financial statements of MSA for any year, where certified by the auditors and laid before a general meeting, shall be deemed to be correct, and shall not in any case be re-opened, provided that if any error is discovered in such statements within a period of 3 (three) months following such general meeting, then such statements shall forthwith be corrected and re-certified by the auditors and thenceforth shall deemed to be correct.
9. PROHIBITION ON DISTRIBUTION OF INCOME AND PROPERTY
The income and property of MSA, whencesoever derived, shall be applied solely towards the promotion of its main object and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever, to the members of MSA; provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of MSA or to any member thereof in return for any services actually rendered to MSA.
10. WINDING-UP
Upon the winding-up, de-registration or dissolution of MSA, the assets of MSA remaining after the satisfaction of all its liabilities shall be given or transferred to some other company or institution or companies or institutions having objects similar to its main object, to be determined by the members of MSA at or before the time of its dissolution or, failing such determination, by the Court.
11. MEMBERSHIP OF MSA
11.1 MSA shall consist of Corporate Members, being clubs and/or branches/divisions of Clubs and/or Companies, Bodies Corporate, Statutory Bodies, Partnerships or Associations of Persons as the case may be, properly constituted, whose declared aims and objects are the promotion and/or organisation of all or any of the accepted branches of competitive motoring or motorcycling, which have made application for corporate membership in pursuance hereof and are accepted by the MEC. Upon acceptance by the MEC, members shall actively strive towards achieving their declared aims and objects.
11.2 The MSA BOD may from time to time:
11.2.1 create different categories of membership;
11.2.2 admit members or re-classify members as ordinary members, life members, honorary life members and such other categories; as per 11.2.1
11.3 New applications for corporate membership shall be made in writing to the MSA Secretariat and/or regional secretaries for consideration by the regional committee concerned, and shall be accompanied by a copy of the Applicant's Constitution or proposed Constitution, Articles of Association or Founding Statement as the case may be (which document must clearly indicate that the body applying for corporate membership will refrain from manifesting racial, gender, political and religious discrimination in the course of its activities and from taking any action in this respect), a list of office bearers and addresses, a full list of paid-up members and their addresses where applicable, and details of the category(ies) of motorsport to be catered for.
11.4 MSA will not agree to the registration of a Club or Association, the initials of which are the same as those of a Club or Association already registered. In making a decision, MSA shall take into account whether motorsport in the region will benefit from the registration of the Club and/or association concerned, and whether the category or categories of sport to be organised or involved are adequately catered for.
11.5 An initial registration fee, determined by MSA and contained in the annual MSA Handbook and Appendices must accompany the application. Provisional Corporate Membership may be granted by the MSA BOD and Corporate Membership shall be granted if approved by a simple majority of votes cast at a constituted meeting of directors.
Any club, company, body corporate, statutory body, partnership or association who applies for membership, may be required to lodge a deposit (the amount of which will be determined by the MSA BOD from time to time) in addition to the current registration and affiliation fees, which deposit will be refunded to the club, company, body corporate, statutory body, partnership or association six months after acceptance as a member of MSA, once it has been established that the member is in a position to meet its financial obligations.
11.6 The decision to admit an applicant for membership or to reject the application shall be at the sole and absolute discretion of the MEC.
11.7 The MSA corporate members, by the very fact of their acceptance as members, shall agree to abide, without reservation, to the provisions of these Articles of Association, General Competition Rules, Standing Supplementary Regulations and other motorsport regulations issued by MSA from time to time.
11.8 The MSA BOD shall have the power to terminate or suspend a member's membership of MSA if:
11.8.1 the member no longer fulfils the conditions of membership as prescribed in these Articles of Association; or
11.8.2 in the sole discretion of the MSA BOD, the member acts contrary to the interests of motorsport or MSA and/or the objects of MSA; or
11.8.3 in the sole discretion of the MSA BOD, it is inimical to the interests of MSA that the member should continue as a member of MSA.
11.8.4 A club will be deemed to fulfil the conditions of membership as prescribed in these Articles of Association if such a club:
11.8.4.1 organises one National Championship or one Regional Championship event annually; or
11.8.4.2 organises a minimum of three club motorsport events annually; or
11.8.4.3 is considered by the MEC as making a positive contribution to the development and furtherance of motorsport in the region concerned.
11.8.5 An association will be deemed to fulfil the conditions of membership as prescribed in these Articles of Association if such an association:
11.8.5.1 caters for the needs of competitors in a particular category of the sport; or
11.8.5.2 is considered by the MEC as making a positive contribution to the development and furtherance of the category of the sport which it represents on both a regional and national basis.
11.9 The MSA BOD shall give the member concerned written notice of termination of membership in terms of article 11.8 and that member shall have the right, exercisable by notice in writing to the MSA BOD within 7 (seven) days of receipt of the notice, to be heard by the MSA BOD within a period of 28 (twenty-eight) days of receipt by the MSA BOD of the member's notice. Within 7 (seven) days of the hearing the MSA BOD may, upon such terms if any, as they may deem appropriate and without any obligation to give reason, rescind or confirm the suspension or expulsion, or amend it, and until such rescission or confirmation or amendment is made no public announcement within or outside MSA of such suspension or expulsion shall be made.
11.10 A member shall automatically and forthwith cease to be a member if:
11.10.1 any amount due to MSA is not paid on or before due date or within such period of grace after due date as may be determined from time to time by the MSA BOD; or
11.10.2 the member is placed in liquidation or under judicial management; or
11.10.3 the member engages in the manifesting of racial, gender, political and religious discrimination in the course of its activities; or
11.10.4 the member gives written notice of resignation.
11.11 A member whose membership has been terminated shall:
11.11.1 remain liable for all sums that may be due to MSA by the member on the date of termination of his membership;
11.11.2 not have any claim on MSA, its officers, its property or its funds;
11.11.3 not to be entitled to repayment of any prepaid subscription or any other prepayments; and;
11.11.4 remain liable in terms of its guarantee for the liabilities of MSA as provided for in these Articles.
12. FEES AND SUBSCRIPTION
12.1 The MSA BOD shall from time to time in their discretion determine:
12.1.1 whether registration and/or annual membership fees shall be payable;
12.1.2 whether any other fees shall be payable by members;
12.1.3 whether any class of members shall be exempted from the requirement of any fees;
12.1.4 whether there should be any differentiation between any classes of members in regard to the requirement of any fees;
12.1.5 the amount of any fees;
12.2 Fees shall be due and payable on the first day of each renewal period whether or not statements of account have been received by members by that date.
12.3 No member shall be entitled while any sum due to MSA is overdue to exercise any of the rights or privileges of membership including but without being limited to the right to vote at general meetings.
13. GUARANTEE
Each member, on becoming a member of MSA, by so doing undertakes to contribute to the assets of MSA in the event of its being wound up whilst he is a member or within 1 (one) year thereafter, for payment of the debts and liabilities of MSA contracted before he ceased to be a member and of the costs, charges and expenses of winding-up, and for adjustment of the rights of the contributors amongst themselves, an amount of R1,00 (one Rand).
14. STRUCTURE OF MSA
14.1 The structure of MSA shall be the following:
14.1.1 Board of Directors;
14.1.2 Secretariat;
14.1.3 National Court of Appeal;
14.1.4 Executive Council;
14.1.5 Specialist Panels
14.1.6 Sporting Commissions;
14.1.7 Regional Committees;
14.1.8 any other permanent or temporary commission or sub-committee which may be formed by the MSA BOD and/or Executive Council or MSA Secretariat.
14.2 MSA shall be directed by the MSA BOD who shall act and be responsible for MSA as prescribed in the Companies Act, 1973 (as amended), Articles of Association, and resolutions of constituted meetings of directors.
15. MSA BOARD
15.1 The Board of Directors of MSA shall consist of:
15.1.1 The Managing Director of MSA;
15.1.2 The Financial Director of MSA (non executive) – appointed by the MSA BOD;
15.1.3 4 (four) members elected by the Corporate members of MSA;
15.1.4 up to 6 (six) members from the MSA regions, with not more than one member from each MSA region, nominated and elected by the relevant regional corporate members of MSA for a 3 (three) year term of office;
15.1.5 up to 3 (three) Entrepreneurs/Professionals – appointed by the MSA BOD, prior to the next AGM.
15.1.6 Chairman of the BOD – Elected by the Board from their ranks (non Executive)
15.1.7 the number of directors shall be determined by the MSA BOD but shall not be more than 15 (fifteen).
16. DIRECTORS
16.1 The directors are elected for a 3 (three) year term of office, except in the situation provided for in article 22 - Vacation of Office.
16.2 The period of office of the Managing Director is not fixed, and shall be determined by the agreed terms and conditions of employment with MSA. The Managing Director shall be proposed by the Executive Council and this position ratified by the MSA BOD.
16.3 The term of office of appointed directors shall be 1 (one) year
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17. ADDITIONAL DIRECTORS
Additional directors who were appointed in terms of article 49.4 shall cease to hold office at the termination of the first annual general meeting to be held after the appointment of such a person as a director unless their appointment is confirmed at such annual general meeting.
18. ROTATION OF DIRECTORS
18.1 The directors nominated and elected by the Corporate Members may make themselves available for re-election at the end of their term of office;
18.2 Retiring directors shall, unless they are disqualified in terms of these articles:
18.2.1 be eligible for re-election; and
18.2.2 be treated as having been automatically nominated for re-election.
19. POWERS AND DUTIES OF DIRECTORS
19.1 The MSA BOD shall carry out the objects of MSA in such manner as it may deem fit and proper, subject, however, to the general policy of MSA and to any special instructions as may be laid down or given by the members in general meeting from time to time.
19.2 Subject to the Act or any amendment thereof, and subject to the regulations promulgated in terms of the Act, the directors may exercise all such powers that are not inconsistent with these Articles or any provisions that may be prescribed by MSA in general meetings.
19.3 No regulation made by MSA in general meeting shall invalidate any prior act of the directors, which would have been valid, if such regulation had not been made.
19.4 The MSA BOD shall have the right to remove summarily on notice all or any of the members of the National Court of Appeal, MEC, Specialist Panel, Sporting Commission, Regional Committee and any sub-committee appointed by aforementioned bodies.
20. REMUNERATION
20.1 The directors shall be entitled to such remuneration as may be determined from time to time by MSA in general meeting or by the MSA BOD, provided that no director shall be entitled to vote in respect of his own remuneration. In addition, the directors shall be entitled to all reasonable expenses of attending and travelling to and from meetings of the directors.
20.2 If any director be called upon to perform extra services or to make any special exertions in going or residing abroad, or otherwise, for any of the purposes of MSA, the MSA BOD may remunerate that director either by salary or by a fixed sum or otherwise and such remuneration may be either in addition to, or in substitution for any other remuneration determined under these articles, and the MSA BOD may also refund to such director all reasonable expenses incurred by him while acting in the course of the business of MSA. The director concerned shall not be entitled to vote in respect of his own remuneration.
21. DISCLOSURE OF INTERESTS
21.1 Every director shall comply with the provisions of Sections 234 to 240, inclusive, of the Act.
21.2 Without derogating from the provisions of the preceding article, every director shall declare any interest, direct or indirect, material or otherwise, which such director has in any contract or arrangement which at the time of such declaration has been proposed or has been entered into by MSA with any person whomsoever. For the purposes of this article a director shall be deemed to have an interest in any contract between MSA and any company, corporation, body or partnership in which such director is a member, director or partner. Every interest to be declared in terms of this article shall be declared and minuted in the manner and at the time prescribed by Sections 235 and 239 of the Act.
21.3 In no case shall a director having an interest which requires to be declared in terms of these articles vote as a director upon any question relating to such transaction, and if he does so his vote shall not be counted. That prohibition shall not apply to:
21.3.1 any indemnity in favour of the director or any of them; or
21.3.2 any contract or arrangement with a company, corporation, body or partnership of which any of the directors are members, directors or partners.
21.4 MSA in general meeting may suspend or relax to any extent the provisions contained in article 21.3.
21.5 Nothing contained in article 21.3 shall be construed so as to debar any director as a member from taking part in and debating all questions submitted to a meeting of members.
22. VACATION OF OFFICE
22.1 The office of director shall, notwithstanding the provisions of any agreement between MSA and the directors, be vacated if the director:
22.1.1 ceases to be a director or becomes prohibited from becoming a director by virtue of any provision of the Act; or
22.1.2 resigns his office by notice in writing to MSA; or
22.1.3 is removed by ordinary resolution of MSA of which special notice has been given, provided that the other formalities prescribed by Section 220 of the Act are complied with; or
22.1.4 is removed by resolution in writing signed by at least 75 (seventy-five) percent rounded up to the nearest whole number, of his co-directors; or
22.1.5 is absent for more than 2 (two) consecutive meetings without permission of the directors from meetings of directors held during that period, is not represented at any of the said meetings by an alternative director and is removed by resolution in writing signed by a majority of his co-directors; or
22.1.6 becomes insane; or
22.1.7 becomes insolvent or compounds with his creditors or is sequestrated, whether provisionally or finally; or
22.1.8 attains the retirement age determined by the directors from time to time.
22.2 Nothing contained in article 22 shall prejudice any claim for damages arising from a breach of any agreement of service entered into between MSA and a director.
22.3 In the event of interim elections or appointments during a term of office to fill a vacancy, the candidate shall be elected/appointed only for the remaining period.
23. ALTERNATE DIRECTORS
23.1 Each director shall have the power to nominate any person, whether a member of MSA or not, to act as alternate director in his place during his absence or inability to act as such director, provided that the appointment of such alternate director shall be approved by a majority of directors. No appointment of an alternate director shall take effect until the consent executed by such alternate director in terms of Section 211 of the Act has been lodged by MSA.
23.2 An alternate director, while acting in the place of the director who appointed him, shall exercise and discharge all the powers, duties and functions of the director he represents.
23.3 Unless MSA so resolves in general meeting, an alternate director shall not be entitled to any remuneration or to receive reimbursement of any expenses which he has incurred while acting in the course of the business of MSA but must look to the director appointing him for such remuneration or reimbursement.
23.4 An alternate director shall cease to hold office:
23.4.1 when the director who appointed him ceases to be a director; or
23.4.2 when the director who appointed him gives notice to MSA that the alternate director representing him has ceased to do so; or
23.4.3 when the alternate director resigns his office by notice in writing to the director who appointed him and to MSA; or
23.4.4 when the alternate director is removed by a resolution signed by all the directors, other than the director who appointed him; or
23.4.5 when the alternate director would, if he were a full director, cease to hold office as director.
24. DIRECTORS' MEETINGS
24.1 Any director may at any time call a meeting of the directors.
24.2 Where any director wishes to call a meeting of directors, he shall instruct the secretariat to that effect and the secretariat shall give notice of the meeting in accordance with article 24.3. A director may, nevertheless, of his own volition, give notice of the meeting in accordance with article 24.3.
24.3 Every meeting of directors shall, except in a case of urgency be called by not less than 14 (fourteen) days' written notice given by the secretary on the instruction of a director, or by a director, of his own volition. Such notice shall state the date, place and time of the meeting and shall as far as possible state the business of the meeting.
24.4 If in any matter requiring urgent attention,\ it is not possible to call a meeting by 14 (fourteen) days' written notice then a meeting of directors may be called by such notice given in writing or verbally or by telephone, telefax, telex, e-mail or cable, as is practicable in the circumstances.
24.5 The quorum necessary for the transaction of the business of the directors may be fixed by the directors from time to time, and unless so fixed shall be not less than 60% of the full BOD rounded up to the nearest whole figure.
24.6 The continuing directors may act notwithstanding any vacancy in their body, but if their number is reduced below the number fixed in article 24.5 as the necessary quorum of directors the continuing directors may act for the purpose of increasing the number of directors to that number or for the purpose of convening a general meeting of MSA, but for no other purpose.
24.7 The directors at a meeting of the MSA BOD shall elect, by a simple majority of votes cast, a Chairman of the MSA BOD who shall remain in office for 3 (three) years but shall be eligible for re-election to this position.
24.7.1 All voting shall be by secret ballot from nominations or a list of candidates eligible. The successful candidate will be elected by a simple majority of votes cast.
24.7.2 Should there be more than 2 (two) candidates, the system whereby the candidate obtaining the lowest number of votes at each successive poll withdraws, shall be applied.
24.7.3 In the case of equality of votes the directors entitled to vote will be called upon for a further ballot. If, at this time, the candidates are still tied, retiring office bearers who are not standing for election will be asked to participate in a further ballot.
24.7.4 If at any meeting of directors, the Chairman is not present within 10 (ten) minutes after the time appointed for holding the meeting, the directors present may elect one of their number to be chairman of the meeting.
24.8 The directors may regulate and adjourn their meetings as they think fit.
24.9 Not less than 4 (four) meetings of directors shall be convened during each calendar year. A minimum of 14 (fourteen) days’ notice shall be given for a meeting to be held.
24.10 The MSA Secretariat will cause minutes to be taken of all resolutions and other proceedings at meetings and within14 (fourteen) working days after the date of each meeting, forward copies to all directors.
25. DIRECTORS' RESOLUTIONS
25.1 The powers of the directors shall be exercised by resolution of a meeting of directors. Any such resolution shall be determined by a majority of votes of the directors present and in the event of an equality of votes the Chairman shall have a casting vote in addition to a deliberative vote.
25.2 Subject to the provisions of these articles in regard to the number of directors necessary to form a quorum, a director may authorise any other director to vote for him at any meeting or meetings at which neither he nor any alternate director appointed by him is present. Any director authorised shall, in addition to his one vote, have a vote for each director by whom he is authorised. Such authority must be granted in writing or given by telex, telegram, e-mail or telefax and any such document, telex, telegram, e-mail or telefax shall be produced at the meeting or at the first meetings at which such authority is exercised, and shall be left with the secretary for filing.
26. CIRCULATED RESOLUTIONS
A resolution in writing signed by at least 60% (sixty per centum) of the directors who may at the time be present in the Republic, being not less than a quorum of directors, shall be valid as if it has been passed at a meeting of the directors duly held and constituted. Where a director is not present, but has an alternate who is so present, then such resolution must be signed by the alternate. Any such resolution may consist of several documents in like form, each signed by one or more of the signatories to the resolution. A resolution of the directors passed in terms of this article shall be entered in the directors' minute book and be noted at the next succeeding meeting of the directors.
27. EXECUTIVE DIRECTORS
27.1 The directors may from time to time appoint one or more of their body to any executive office in MSA, and may from time to time remove or dismiss the person or persons so appointed and appoint another person or persons in his or their place or places. Every such appointment shall be made by a quorum of disinterested directors.
27.2 The remuneration of executive directors shall from time to time be fixed by a quorum of disinterested directors or by MSA in general meeting or by a committee appointed by the MSA BOD, provided that no executive director shall be entitled to vote in respect of his own remuneration.
27.3 The directors may from time to time entrust to and confer upon a managing director or other executive director or officer of MSA for the time being such of the powers exercisable under these articles by the directors as they may deem fit, and may confer such powers either collaterally with or to the exclusion of and in substitution for all or any of the powers of the directors in that behalf, and may from time to time revoke, withdraw, alter or vary all or any of such powers.
27.4 A person appointed to an executive office shall be subject to the like provisions relating to vacation of office as the other directors of MSA.
28. COMMITTEES
28.1 The directors may delegate any of their powers to a committee or committees consisting of such member or members as they think fit. Any committees so formed shall, in the exercise of the powers so delegated conform to any rules issued by the directors from time to time.
28.2 A committee may elect a chairman of its meeting. If no such chairman is elected, or if at any meeting the Chairman is not present within 10 (ten) minutes after the time appointed for holding the same, the members present may elect one of their number to be chairman of such meeting.
28.3 A committee may meet and adjourn as it may deem fit. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the event of an equality of votes the Chairman shall have a casting vote in addition to a deliberative vote.
28.4 Any director who serves on any committee or who devotes special attention to the business of MSA in such capacity may be paid such extra remuneration, in addition to any other remuneration to which he may be entitled as a director, by way of salary or otherwise as the directors may determine, provided that no director shall be entitled to vote in respect of his own remuneration.
28.5 Without prejudice to the general powers of the directors the directors may:
28.5.1 appoint persons resident in a foreign country to be a local committee for MSA in that country; remove or suspend such local committee or any members thereof; and fix and vary the remuneration payable to the members of any such committee;
28.5.2 appoint and remove agents to represent MSA for such purposes as the directors may determine;
28.5.3 give such agents the power to appoint substitute agents to act in their place during their absence or inability to act, to remove such substitutes, and to appoint others; and
28.5.4 grant such committee members or agents power to appoint other persons and co-committee members or joint agents.
28.6 Each local committee member shall have the power to nominate and appoint from time to time an alternate committee member with full power and authority to act in his place during his absence or inability to act, and to remove such alternate and to appoint another in his place. All such appointments shall be subject to the approval of the directors. No local committee member or his alternate shall be obliged to be a member of MSA.
28.7 Any director may act on any local committee appointed in terms of Article 28.6 when present in the country for which the committee is appointed to act, and may take part in the proceedings of such committee and have the same rights and privileges as any member of the committee permanently resident in the country for which the committee is appointed.
29. AGENTS
29.1 The directors may at any time and from time to time by power of attorney appoint any person or persons to be the agent or attorney of MSA for such purposes and with such powers, authorities and discretion’s, not exceeding those vested in or exercisable by the directors under these articles, and for such period and subject to such conditions as the directors may from time to time deem fit, and any such appointment may, if the directors deem fit, be made in favour of the members of any of the members of any local committee established under these articles, or in favour of any company or the members, directors, nominees or board of directors of any company or firm or in favour of any varying body of persons, whether nominated directly or indirectly by the directors, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorneys as the directors may deem fit.
29.2 Any such agent or attorney may be authorised by the directors to delegate all or any of the powers, authorities and discretion’s for the time being vested in them.
30. BORROWING POWERS
30.1 The directors may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of MSA as they deem fit.
30.2 The directors may raise, or secure the repayment, of moneys borrowed by MSA in such manner and upon such terms and conditions in all respects as they deem fit, and in particular may pass mortgage bonds or issue debentures or debenture stock of MSA, whether unsecured or secured by all or any part of the property of MSA, whether present or future.
30.3 Debentures, debenture stock, bonds and other instruments of debt may be issued at par or at a discount or at a premium and with any special privileges as to redemption, surrender and drawings, provided that no special privileges as to attending and voting at general meetings, appointment of directors or otherwise shall be given save with the sanction of MSA in general meeting.
31. PENSION FUNDS
31.1 The directors may establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension, provident or super-annuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to:
31.1.1 any persons who are or were at any time in the employment or service of MSA;
31.1.2 any persons who are or were at any time salaried directors or salaried officers of MSA; and
31.1.3 the wives, widows, families and dependants of any person specified in articles 31.1.1 or 31.1.2.
31.2 A director shall be entitled to participate in and retain for his own benefit any donation, gratuity, pension, allowance or emolument granted in terms of this article.
32. CLUBS AND CHARITIES
The directors may establish and subsidise or subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the general interests and well-being of MSA or its members, and make payments for or towards the insurance of any such persons, and subscribe or guarantee money for any charitable or benevolent objects or for any exhibition, or for any public, general or useful object, and do any of the matters aforesaid, either alone or in conjunction with any other person.
33. LIMITATION OF LIABILITY OF DIRECTORS AND OFFICERS
33.1 Each director, alternate director, manager, secretary and other officer of MSA shall be indemnified by MSA against any liability incurred by him in that capacity in defending any proceedings (whether civil or criminal) in which judgement is given in his favour or in which he is acquitted or in respect of any of those proceedings which are abandoned or in connection with any application made under Section 248 of the Act in which relief is granted to him by a court of competent jurisdiction.
33.2 Subject to the provisions of Sections 247 and 248 of the Act, every director, manager, secretary and other officer or employee of MSA shall be indemnified and held harmless by MSA against, and it shall be the duty of the directors out of the funds of MSA to pay, all costs, losses and expenses, including travelling expenses, which any such officer or employee may incur or become liable to pay by reason of any contract entered into, or any act or omission done or omitted to be done by him in the discharge of his duties or in his capacity as such officer or employee.
33.3 Subject to the provision of the Act and unless the same be attributed to his own negligence, default, breach of duty or breach of trust, no director, manager, secretary or other officer or employee of MSA shall be liable for:
33.3.1 any act or omission of any other officer or employee of MSA;
33.3.2 any loss or expense suffered by MSA in consequence of any absence of, or any defect in any title to any property acquired by order of the directors for or on behalf of MSA;
33.3.3 any absence of, or defect in, any security upon which any of the moneys of MSA shall be invested;
33.3.4 any loss or damage arising from the insolvency or delictual act of any person with whom any moneys, securities or assets shall be deposited;
33.3.5 any loss or damage occasioned by any error of judgement or oversight on the part of such officer or employee; or
33.3.6 any other loss, damage or misfortune whatever which shall happen in or in relation to, the execution of his office or employment.
34. HONORARY POSITIONS
34.1 MSA may elect one or more persons, distinguished in promoting or encouraging the interests of motorsport to be patron(s) and/or Honorary President(s) of MSA. The patron(s) and/or Honorary President(s) shall be elected annually by the MSA BOD.
34.2 The patron(s) and/or Honorary President(s) shall have the right to attend any meeting of MSA but without the right to vote.
35. MSA SECRETARIAT
35.1 The MSA Secretariat shall consist of:
35.1.1 MSA staff appointed by the MD of MSA; and
35.1.2 such other persons as may be appointed by the MEC or by the MSA BOD acting on the recommendation of the MEC.
35.2 The MSA Secretariat shall attend to the implementation of resolutions passed by the MSA BOD, MEC, Sporting Commissions, Specialist Panels, Regional Committees and their sub-committees, within the jurisdiction of the powers and responsibilities for which they are authorised to function.
35.3 The MSA Secretariat shall attend to all secretarial and administrative matters on behalf of the MSA BOD and MEC.
35.4 The MD of MSA shall report and shall be accountable to the MSA BOD in respect of the implementation of all motorsport policies, financial and administrative matters and specific responsibilities or duties which are authorised.
35.5 Members of the MSA Secretariat are entitled to be in attendance at any meeting of the Sporting Commissions, Specialist Panels, Regional Committees, sub-committees, etc. It is their responsibility to take Minutes if a Secretary or Minutes Clerk is not in attendance, to advise the committee on matters of procedure and to draw attention to relevant motorsport regulations, previous Minutes and MSA BOD and MEC policy.
36. NATIONAL COURT OF APPEAL (NCA)
36.1 The National Court of Appeal shall comprise of a maximum of 15 (fifteen) members. They must constitute a body being competent both in sporting and legal matters.
36.2 Members will be appointed by the MSA BOD for a period of 3 (three) years.
36.3 The Court shall be convened at the request of the MSA Secretariat.
36.4 The minimum number of members present at a meeting shall be 3 (three).
36.5 The NCA will elect its President at every Appeal hearing by a simple majority of votes cast by the members present at a meeting.
37. EXECUTIVE COUNCIL (MEC)
37.1 The MEC shall consist of:
37.1.1 the Managing Director of MSA;
37.1.2 the Chairman of MSA BOD;
37.1.3 the Financial Director of MSA;
37.1.4 up to 4 (four) other members (appointed by the MSA BOD)
37.2 Chairman
37.2.1 The Chairman of the MEC will be the Chairman of the MSA BOD.
37.2.2 If the appointed Chairman is unable to attend a meeting, the MD will preside as Chairman, and in the absence of the Chairman and/or MD of MSA, the meeting shall elect a Chairman to preside thereat from amongst the members, providing a quorum is present.
37.3 Overriding control
37.3.1 The MEC shall at all times remain subject to the overriding control of the MSA BOD.
37.3.2 The MD of MSA shall have the authority to veto any Resolution of the MEC and refer such to the MSA BOD.
37.4 Objects and authorities
37.4.1 The administration and management of the affairs and business of MSA has been vested in the MEC and it has full powers to act within the scope of the policy of the MSA as laid down by the MSA BOD and to exercise such functions as the MSA BOD may from time to time request. Furthermore, the MEC shall have all the powers conferred upon it and may exercise these powers as follows:
37.4.1.1 any powers and duties not vested in the Sporting Commissions, Specialist Panels, Regional Committees or sub-committees;
37.4.1.2 to decide policy on secretarial, administration, financial and staff matters, subject to final approval of the MSA BOD;
37.4.1.3 the right to decide and adjudicate on any urgent question relating to motorsport within South Africa, Botswana, Lesotho and Swaziland which is not covered in these articles or in the current MSA Handbook and Appendices, or on matters not covered by the MSA Secretariat;
37.4.1.4 the right to veto on behalf of the MSA BOD if a decision on any matter other than judicial is considered detrimental to MSA or motorsport in general;
37.4.1.5 to overrule any decision, other than judicial, of a Sporting Commission, Specialist Panel, Regional Committee and sub-committee which has, in the opinion of the MD of MSA or the Chairman of the MEC, a financial impact on the business of MSA which has not been ratified by the MEC;
37.4.1.6 approve proposed additional staff appointments. In the case of appointments at Management level, these will be reported to the MSA BOD;
37.4.1.7 to consider new applications for corporate membership of MSA and to make recommendations to the MSA BOD with regard to acceptance or rejection thereof;
37.4.1.8 such additional powers that may from time to time be conferred upon it by the MSA BOD;
37.5 Meetings
37.5.1 Not less than 4 (four) meetings of the MEC shall be convened during each calendar year. A minimum of 14 (fourteen) day's notice, except in the case of urgency, shall be given.
37.5.2 If in the opinion of the chairman of the MEC, any matter requires urgent attention, a meeting may be called by such notice being given in writing, verbally, by telephone, telefax, telex, e-mail or cable as is practicable in the circumstances.
37.5.3 The quorum at any meeting of the MEC shall be 3 (three) of its members. If there is no quorum at a meeting, it shall stand adjourned and shall be held not earlier than 7 (seven) days, but not more than 14 (fourteen) days thereafter, at the same place and time and those present at such adjourned meeting shall constitute a quorum.
37.5.4 A resolution passed by a majority of members present at a meeting shall be valid and binding as a resolution of the MEC.
37.5.5 In the event of an equality of votes, the Chairman of the meeting shall have a casting vote in addition to a deliberative vote.
37.5.6 Only with the permission of or at the invitation of the Chairman may persons other than MEC members be present.
37.6 Sub-committees
The MEC may appoint or dissolve such sub-committees as may be considered necessary and may delegate to such sub-committees such of the powers and duties of MEC as may be deemed appropriate.
37.7 Minutes
The MSA Secretariat will cause Minutes to be taken of its proceedings and will pass copies within 14 (fourteen) working days after the date of each meeting to its members.
38. SPORTING COMMISSIONS
38.1.1 The MD and the Secretariat of MSA shall be assisted in their duties and responsibilities by Sporting Commissions who will endeavour to ensure the smooth running, promotion and development of the particular facet of the sport for which they are responsible.
38.1.2 The various Sporting Commissions shall be listed in MSA’s Internal Regulations.
38.2 Structure
38.2.1 The structure of a new Sporting Commission shall be determined by the MSA BOD.
38.2.2 The structure of existing Sporting Commissions shall be determined from time to time by the MSA BOD.
38.3 Members:
38.3.1 Members of a Sporting Commission shall be listed in MSA’s Internal Regulations.
38.3.2 The maximum number of members of a commission shall be 15 including the Commission President but excluding any MSA appointees, appointed by the MD;
38.4 President and Vice-President
38.4.1 The President of each Sporting Commission for a particular category of motorsport shall be appointed by the MSA BOD, in consultation with members of the EXCO concerned;
38.4.2 The term of office of a Commission President shall be 3 (three) years to ensure continuity, and the terms of office of all Commission Presidents shall commence and end in the same year.
38.4.3 The President of a Sporting Commission must cease to be the representative of a Regional Committee, Association or Club, where applicable.
38.4.4 A Vice-President of each Sporting Commission may be elected annually by the members of that Sporting Commission from amongst its members.
38.4.5 In the event of interim elections or appointments during a term of office to fill a vacancy, the candidate shall be elected/appointed only for the remaining period.
38.5 Sporting Commission members
38.5.1 The members of Sporting Commissions shall remain in office for 1 (one) year, but shall not be precluded from being appointed/elected/nominated for a further term of office.
38.5.2 If in the course of his term of office, a member of a Sporting Commission ceases to be the nominated representative of a region and/or club and/or Association, the term of office is terminated. The vacant seat will be filled at the discretion of the Secretariat in consultation with Commission concerned and/or the Region and/or Club and/or Association that nominated the member whose term of office is terminated.
38.6 Objects and authorities
38.6.1 The duty of each Sporting Commission is to advise, assist and inform the MD of MSA, and/or Manager on specific matters in respect to the Commission’s particular facet of sport.
38.6.2 Sporting Commissions shall have such authority and control in motorsport matters within the parameters laid down in the MSA internal regulations and/or determined by the MD of MSA.
38.6.3 Sporting Commissions do not have the authority to decide on administrative or financial matters of MSA and such must be referred to the MD of MSA.
38.7 Meetings
38.7.1 Each Sporting Commission shall hold a meeting during February and July or August of each year, unless otherwise directed by the MSA BOD. The MD of MSA may authorise additional meetings.
38.7.2 The quorum at any meeting of the Sporting Commission shall be not less than one-half of its members. If there is no quorum at a meeting it shall stand adjourned and shall be held at a day not earlier than 7 (seven) days, but not more than 14 (fourteen) days thereafter at the same place and time and those present at such adjourned meeting shall constitute a quorum.
38.7.3 A resolution passed by a majority of members present at a meeting shall be valid and binding as a resolution of the Sporting Commission subject to the approval of the MSA BOD.
38.7.4 In the event of an equality of votes, the Chairman of the meeting shall have a casting vote as well as a deliberative vote.
38.7.5 The President or in his absence, the Vice-President shall be the Chairman at all meetings.
38.7.6 In the absence of both President and Vice-President, the Chairman of the meeting shall be elected by those present at the meeting.
38.8 Sub-committees
A Sporting Commission may appoint or dissolve such sub-committees as may be considered necessary and may delegate to such sub-committees such of the powers and duties of Sporting Commissions as may be deemed appropriate. Each sub-committee shall have a Chairman and if considered necessary, a Vice-Chairman, appointed in both cases by the Sporting Commission.
38.9 Minutes
Minutes of the proceedings of all Sporting Commissions and Sub-Committees shall be taken, and copies given to the MSA Secretariat and its members within 14 (fourteen) working days after the date of each meeting.
39 SPECIALIST PANELS
39.1 The MD and the Secretariat of MSA shall be assisted in their duties and responsibilities by Specialist Panels, who will be responsible for a particular specialist field of motorsport falling within its jurisdiction.
39.2 The various Specialist Panels shall be listed in MSA’s Internal Regulations.
39.3 Structure
The structure of Panels shall be determined by the MEC and shall be listed in MSA’s Internal Regulations.
39.4 President and Vice-President
39.4.1 The President of each Specialist Panel shall be appointed for a three year term of office by the MSA BOD on the recommendation of the MD of MSA.
39.4.2 A Vice-President of each Specialist Panel may be elected annually by the members of that Specialist Panel from amongst its members.
39.5 Specialist Panel members
39.5.1 The members of Specialist Panels shall remain in office for 1 (one) year, but shall not be precluded from being appointed/elected/nominated for a further term of office.
39.5.2 If in the course of his term of office, a member of a Specialist Panel ceases to be the nominated representative of a region and/or club and/or Association, the term of office is terminated. The vacant seat will be filled at the discretion of the MD of MSA in consultation with the President of the Panel concerned.
39.6 Objects and authorities
39.6.1 The duty of each Specialist Panel is to advise, assist and inform the MD of MSA and/or Sporting Managers on specific matters with regard to the Panel’s particular field of expertise.
39.6.2 Specialist Panels shall have such authority and control in matters within the parameters laid down in the MSA internal regulations and/or determined by the MD of MSA.
39.6.3 Specialist Panels do not have the authority to decide on administrative or financial matters of MSA and such must be referred to the MD of MSA.
39.7 Meetings
39.7.1 Each Specialist Panel shall hold a meeting during February, July or August of each year, unless otherwise directed by the MSA BOD. The MD of MSA may authorise additional meetings.
39.7.2 The quorum at any meeting of the Specialist Panel shall be not less than one-half of its members. If there is no quorum at a meeting it shall stand adjourned and shall be held at a day not earlier than 7 (seven) days, but not more than 14 (fourteen) days thereafter at the same place and time and those present at such adjourned meeting shall constitute a quorum.
39.7.3 A resolution passed by a majority of members present at a meeting shall be valid and binding as a resolution of the Specialist Panel subject to the approval of the MD of MSA and/or the appropriate Manager.
39.7.4 In the event of an equality of votes, the Chairman of the meeting shall have a casting vote as well as a deliberative vote.
39.7.5 The President or in his absence, the Vice-President shall be the Chairman at all meetings.
39.7.6 In the absence of both President and Vice-President, the Chairman of the meeting shall be elected by those present at the meeting.
39.8 Sub-committees
A Specialist Panel may appoint or dissolve such sub-committees as may be considered necessary and may delegate to such sub-committees such of the powers and duties of Specialist Panels as may be deemed appropriate. Each sub-committee shall have a Chairman and if considered necessary, a Vice-Chairman, appointed in both cases by the Specialist Panel.
39.9 Minutes
Minutes of the proceedings of all Specialist Panels and Sub-Committees shall be taken, and copies given to the MSA Secretariat and its members within 14 (fourteen) working days after the date of each meeting.
40. REGIONAL COMMITTEES
40.1 Regions
Regional Committees shall be constituted in such regions within the Republic of South Africa as may be determined from time to time by the MSA BOD.
40.2 Composition
40.2.1 The number of members and the composition of each Regional Committee shall be determined from time to time by the MSA Secretariat.
40.2.2 Members of each Regional Committee shall be elected by organising clubs in the region by simple majority vote. However, MSA reserves the right to appoint up to a maximum of 50% of the members of each Regional Committee, acting on the recommendation of the Chairman of the Regional Committee in consultation with the Regional Co-Ordinator.
40.2.3 The Regional Co-Ordinator shall attend all meetings, but shall not have voting rights.
40.3 Chairman and Vice-Chairman
40.3.1 The Chairman and Vice Chairman of the Regional Committee will be elected for 1 (one) year by the Regional Committee from amongst its members by simple majority vote. The appointment is subject to ratification by the MD of MSA.
40.4 Regional Committee members
40.4.1 All members of a Regional Committee shall remain in office for 1 (one) year but shall not be precluded from being appointed/elected for a further term of office.
40.4.2 If the term of office of a member of a Regional Committee is interrupted, the vacancy shall be filled at the discretion of the MSA Secretariat for the remainder of such term of office.
40.4.3 Any member of a Regional Committee who changes his domicile to another area/region shall cease to be a member of the Regional Committee to which he was originally elected.
40.5 Objects and authorities
40.5.1 The duty of each Regional Committee is to advise, assist and inform the MSA Secretariat in respect to regional motorsport matters.
40.5.2 Regional Committees shall have such authority and control in motorsport matters within the regional limits assigned to them and within the MSA internal regulations and/or determined by the MSA Secretariat.
40.5.3 Regional Committees do not have the authority to decide on administration, staff or financial matters of MSA in its region, but notwithstanding which it shall be competent for such Committee to make any suggestions with regard to these matters as it may deem desirable to the MD of MSA.
40.5.4 Regional Committees shall vet and recommend applications for corporate membership from clubs and/or associations within the region. In making its recommendations to MEC, the Regional Committee concerned shall take into account whether motorsport in the region will benefit from the registration of the club and/or association concerned, and whether the category or categories of sport to be organised or involved are adequately catered for.
40.5.5 Regional Committees shall have no power to incur any financial obligations in the name of MSA, or power to bind or pledge the credit of MSA in any way whatsoever without the approval of the MD of MSA.
40.6 Exclusion of powers
40.6.1 Notwithstanding anything contained in article 38.5 above, a Regional Committee shall not have the power or the duty to:
40.6.1.1 make regional policies that conflict in any way with national rules, regulations, instructions and policies; or
40.6.1.2 amend or add to any national rules, regulations, instructions, or policies without the prior written approval of the MD of MSA and/or Sporting Commission concerned;
40.6.1.3 draw up Regional rules, regulations or specifications in conflict with National rules, regulations or specifications without the prior approval of the Sporting Commission concerned.
40.7 Meetings
40.7.1 Each Regional Committee shall meet at intervals not exceeding 3 (three) months and at such other times as its Chairman shall decide. A minimum of 7 (seven) days' notice shall be given for a meeting to be held.
40.7.2 The quorum at any meeting of the Regional Committee shall be not less than one-half of its members.
40.7.3 If there is no quorum at a meeting it shall stand adjourned and shall be held at a day not earlier than 7 (seven) days, but not more than 14 (fourteen) days thereafter, at the same place and time and those present at such adjourned meeting, shall constitute a quorum.
40.7.4 A resolution passed by a majority of members present at a meeting shall be valid and binding as a resolution of the Regional Committee.
40.7.5 In the event of an equality of votes, the Chairman of the meeting shall have a casting vote as well as a deliberative vote.
40.7.6 The Chairman, or in his absence, the Vice- Chairman, shall be the Chairman of all meetings. In the absence of both the Chairman and the Vice-Chairman, the Chairman of the meeting shall be elected by those present at the meeting.
40.7.7 Each member of a Regional Committee shall be entitled to appoint an alternate to act during his absence, provided that such alternate shall be a person approved by the Chairman.
40.8 Absence from meetings
40.8.1 Any member who has been absent without leave or good cause for more than 3 (three) consecutive meetings shall be deemed to have resigned. The vacancy thus arising shall be filled at the discretion of the MSA Secretariat.
40.8.2 In the event of interim elections or appointments during a term to fill a vacancy, the candidate shall be elected/appointed only for the remaining period.
40.9 Sub-committees
The Regional Committee may appoint or dissolve such sub-committees as may be considered necessary and may delegate to such sub-committees such of the powers and duties of the Regional Committee as may be deemed appropriate. Each sub-committee shall have a Chairman and if considered necessary, Vice-Chairman, appointed in both cases by the Regional Committee.
40.10 Minutes
Minutes of the proceedings of all committees shall be forwarded to the MSA Secretariat within 14 (fourteen) working days after the date of each meeting, who shall be responsible for ensuring its distribution to all MSA BOD members and other Regional Committee chairmen.
GENERAL MEETINGS
41. GENERAL
41.1 The directors may at any time convene general meetings of MSA. The directors shall convene a general meeting upon the request of members in terms of Section 181 of the Act. The members empowered by Section 180 of the Act may convene a general meeting in terms of that Section.
41.2 MSA shall hold an annual general meeting every year:
41.2.1 not more than 15 (fifteen) months after the date of the last preceding annual general meeting; and
41.2.2 not more than 9 (nine) months after the end of the last preceding financial year of MSA.
41.3 An annual general meeting or any other general meeting shall be held at such time and place as the directors shall appoint unless the meeting is convened under Sections 179, 181, 182 and 183 of the Act, in which case such meetings shall be held at such time and place, and subject to such conditions, as may be determined in pursuance of such Sections.
42. NOTICE
42.1 An annual general meeting and a meeting at which a special resolution is to be passed shall be convened on not less than 21 (twenty-one) clear days' notice in writing and any other general meeting shall be convened on not less than 14 (fourteen) clear days' notice in writing, subject to the provisions of the Act requiring special notice.
42.2 The notice period for a general meeting shall be exclusive of the day on which it is served or deemed to be served and of the date of the meeting.
42.3 A notice of general meeting shall:
42.3.1 specify the place, the day and the hour of the meeting;
42.3.2 be given in at least one of the ways set out in article 54 and
42.3.3 be given also to the directors and the auditors for the time being of MSA.
43. QUORUM
43.1 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. The quorum necessary for the transaction of the business at any general meeting shall be at least 3 (three) members present in person. No business shall be transacted unless a quorum is present at the time of the business being transacted.
44. CHAIRMAN
44.1 The Chairman shall preside as chairman at every general meeting of MSA.
45. ADJOURNMENT
45.1 If within half-an-hour after the time appointed for the meeting a quorum is not present:
45.1.1 the meeting, if convened upon the requisition of the members, shall be dissolved;
45.1.2 the meeting in any other case shall stand adjourned.
45.2 Should a meeting be adjourned in terms of the preceding article, then:
45.2.1 the resumed meeting shall take place on the 7th (seventh) day after the date of the original meeting, or on the next day, excluding Saturdays, Sundays and public holidays, if the 7th (seventh) day is a public holiday in the Republic of South Africa;
45.2.2 the resumed meeting shall take place at the same time of day and at the same venue, unless such venue is unavailable, in which event the venue shall be the registered office of MSA or some other suitable venue chosen by the directors and announced at the meeting prior to its adjournment;
45.2.3 the quorum for the resumed meeting shall be not less than 7 (seven) corporate members present at such adjourned meeting.
45.2.4 The Chairman of a general meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place
45.2.5 No business shall be transacted at any adjourned general meeting other than the business left unfinished at the meeting which was adjourned.
46. BUSINESS
46.1 The annual general meeting shall deal with and dispose of all matters prescribed by the Act and these Articles. These shall include, but not be limited to: the consideration of the annual financial statements and reports of the directors and auditors; and any other business arising from the report of the directors which is laid before the meeting. All other business to be laid before the meeting shall be specified in the notice convening the meeting
46.2 All business to be laid before a general meeting other than an annual general meeting shall be specified in the notice convening such meeting.
47. RESOLUTIONS
47.1 Every resolution shall, unless a secret ballot is demanded in terms of article 47.2 be decided on a show of hands. A declaration by the Chairman that a resolution has on a show of hands been carried unanimously or by a particular majority, or rejected, and an entry to that effect in the book containing the minutes of the proceedings of MSA, shall be conclusive evidence of this fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
47.2 A secret ballot may be demanded either before or immediately after the result of a show of hands is declared, on any questions, save the election of the Chairman, by:
47.2.1 the Chairman; or
47.2.2 no less than 5 (five) members having the right to vote at the meeting; or
47.2.3 members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
47.3 The demand for a secret ballot may be withdrawn by the persons making it at any time prior to the commencement of the ballot.
47.4 If a secret ballot is duly demanded it shall be taken in such manner as the Chairman shall decide and either at once, or, if the Chairman shall think fit, after an interval or adjournment or otherwise, provided that a secret ballot on the question of an adjournment shall be taken at the meeting, without adjournment. No notice need be given of a secret ballot not taken immediately. The demand for a secret ballot shall not prevent the continuation of the meeting for the transaction of any business other than the question upon which the secret ballot is demanded.
47.5 Notwithstanding any postponement of the taking of the secret ballot the result of the secret ballot shall be deemed to be the resolution of the meeting at which the secret ballot is demanded.
47.6 In the case of an equality of votes, whether on a show of hands or on a secret ballot, the Chairman of the meeting at which the show of hands takes place or at which the secret ballot is demanded shall have a casting vote, in addition to a deliberative vote.
47.7 On a show of hands or on a secret ballot at a general meeting each member who is entitled to vote on a resolution proposed at the meeting shall have 1 (one) vote on that resolution.
47.8 The company auditor will be appointed as the chief electoral officer for the meeting.
48. ELECTION OF OFFICE BEARERS - VOTING AT MEETINGS
48.1 Unless specifically defined in the articles the voting procedure at all meetings for the election of office bearers shall be as follows:
48.1.1 all voting shall be by secret ballot from a list of candidates eligible. The successful candidate will be elected by simple majority of votes cast.
48.1.2 Should there be more than 2 (two) candidates the system whereby the candidate obtaining the lowest number of votes at each successive secret ballot withdraws shall be applied
48.1.3 In the case of equality of votes the members entitled to vote will be called upon for a further ballot. If, at this time, the candidates are still tied, the retiring office bearer will have a casting vote whether or not he was himself standing for election.
49. ELECTION OF DIRECTORS TO THE MSA BOD - ANNUAL GENERAL MEETING
49.1 At an annual general meeting of MSA the corporate members of MSA shall elect directors to the MSA BOD from:
49.1.1 the nominations made by the corporate members; and
49.1.2 retiring directors who have made themselves available for re-election.
49.2 These directors shall continue to be directors in terms of article 16 until they resign or otherwise cease to be directors.
49.3 The number of directors shall be determined by the MSA BOD but shall be not more than 15 (fifteen).
49.4 MSA in general meeting, or the directors, may from time to time appoint members to the MSA BOD, providing that the total number of directors shall not exceed the number fixed in article 49.3.
49.5 The MSA BOD shall have power to appoint any person as a director to fill a casual vacancy but the person appointed shall cease to hold office at the termination of the first annual general meeting to be held after the appointment of such person as a director unless his appointment is confirmed at such annual general meeting.
49.6 No appointment of a director, except that a retiring director re-elected at an annual general meeting of MSA, shall take effect until the consent executed by such director in terms of Section 211 read with Section 327 of the Act has been lodged with MSA.
49.7 The nomination of a person, other than a person who retires by rotation and is eligible for re-election, for appointment as a director by members in general meeting, shall not be valid unless it is made:
49.8 in the manner and form prescribed from time to time by the directors; and
49.9 by written notice reaching the secretary at least 60 (sixty) days before the general meeting at which the nominee is to be considered for election.
50. PROXIES AND POWERS OF ATTORNEY
50.1 Any member entitled to attend and vote at a meeting of MSA, may appoint a proxy, who need not be a member, to attend, speak and, subject to the provisions of Section 197 of the Act, to vote in his place on a show of hands and or a secret ballot at any general meeting or at any meeting of any class of members, provided that each proxy may represent only one principal. The instrument appointing a proxy to vote at a meeting of MSA shall be deemed also to confer authority to demand or join in demanding a secret ballot, and, for purposes of Section 198 of the Act, a demand by a person as proxy for a member shall be the same as a demand by the member.
50.2 The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent, or if the appointer is a body corporate, under the hand of an officer or agent authorised by the body corporate. The proxy need not be a member of MSA.
50.3 The instrument appointing a proxy shall, subject to the provisions of Section 189 of the Act, be in the following form or as near thereto as circumstances permit
"…………………………………………………………..
(Company incorporated under Section 21) ("MSA")
I/We, ……………………………………………………………………………………………
of ……………………………………………………………………………………………….
being a member of MSA, hereby appoint …………………………………………...…….
of ……………………………………………………………………………………………….
or failing him …………………………………… of ………………………………………….
as my/our proxy to attend and speak and vote on a show of hands and on a secret ballot for me/us and on my/our behalf at the annual general meeting or general meeting (as the case may be) of MSA to be held on the ………… day of …………………….. 20…. and at any adjournment thereof, as follows:
In favour Against Abstain
Resolution No. ……………………………….
Resolution No. ……………………………….
Resolution No. ……………………………….
(If columns 1, 2 or 3 are not completed, then my proxy may vote or abstain from voting, as he deems fit)
(Indicate instruction to proxy by way of a cross in space provided above).
Signed this ……….. day of …………………… 20..… ………………………………………………Signature
(Note: A member entitled to attend and vote is entitled to appoint a proxy to attend, speak and on a show of hands and on a secret ballot vote in his stead, and such proxy need not also be a member of MSA)"
50.4 The directors may at the expense of MSA send forms of proxy by post or otherwise to those members that have applied for a proxy vote as set out in article 51.6.
50.5 Corporate members wishing to appoint a proxy and the power of attorney or other authority, if any, under which it is signed, shall apply in writing to the registered office of MSA for a vote by proxy at least 21 days before voting takes place.
50.6 No instrument appointing a proxy shall be valid after the end of a period of 3 (three) months commencing on the date on which it is signed unless otherwise expressly stated in the proxy, and no proxy shall be used at an adjourned meeting which could not have been used at the original meeting. If a proxy is received duly signed but with no indication as to how the person named herein should vote on any issue, the proxy may vote or abstain from voting as he sees fit.
50.7 Unless notification in writing of a death or revocation of a proxy is received at the registered office of MSA 48 (forty-eight) hours before the commencement of the meeting, a vote given in terms of an instrument of proxy shall be valid in relation to any meeting of MSA or any meeting of any class of members of MSA.
50.8 After the ballot has been taken at the AGM, the company’s auditor shall add the proxy votes to the votes cast at the meeting, before announcing the final result.
50.9 All ballot papers sent to corporate members electing to vote by proxy will be authenticated with an original company stamp and signature by MSA. These will be dispatched with an envelope clearly stating the category for which a ballot has been provided to the member. The member inserts the ballot paper duly filled in, in the correct envelope and places all sealed envelopes in a single envelope, which must be sent in the pre-addressed envelope to the company auditor to reach him no later than 48 (forty-eight) hours before the AGM. Only authenticated and original ballot papers will be acceptable.
51. POSTAL VOTES
51.1 Corporate Members situated in excess of 200 (two hundred) kilometres from the meeting venue, may cast their vote by way of a Postal Vote.
51.2 All ballot papers sent to corporate members eligible to cast a Postal Vote, will be authenticated with an original company stamp and signature by MSA. These will be dispatched with an envelope clearly stating the Agenda item for which a ballot has been provided to the member. The member inserts the ballot paper duly filled in, in the correct envelope and places all sealed envelopes in a single envelope, which must be sent to the company auditor in the pre-addressed envelope to reach him no later than 48 (forty-eight) hours before the AGM. Only authenticated and original ballot papers will be acceptable.
51.3 After the ballot has been taken at the AGM, the company’s auditor shall add the postal votes to the votes cast at the meeting, before announcing the final result.
51.4 Postal votes can only be cast for items that have been placed on the agenda.
52. ANNUAL GENERAL MEETING
52.1 An annual general meeting shall be held each year and be composed of directors, members of the Sporting Commissions, Specialist Panels, Regional Committee Chairmen of MSA, and Corporate Members.
52.2 The Chairman of the MSA BOD, or in his absence the Managing Director of MSA, shall be Chairman of the meeting.
52.3 The Chairman shall have a casting vote, in addition to a deliberative vote.
52.4 The business of an annual general meeting shall be:
52.1.1 to receive members credentials and proxy authorities;
52.1.2 to approve the agenda of the meeting;
52.1.3 to confirm and otherwise deal with the minutes of the previous annual general meeting and any special general meeting held in the interim;
52.1.4 to receive annual progress reports of the directors, and general affairs of MSA;
52.1.5 to receive and adopt the audited Revenue and Expenditure accounts and Balance Sheet of the previous financial year;
52.1.6 to elect directors in terms of article 51;
52.1.7 to approve any proposal to repeal, replace or amend the articles of association which due notice shall have been given;
52.1.8 to receive the results of the elections of office bearers of the Sporting Commissions, Specialist Panels and Regional Committees;
52.1.9 to transact such other business as may be transacted at a general meeting.
53. MEMBERS ENTITLED TO ATTEND AND VOTE AT ANNUAL OR SPECIAL GENERAL MEETINGS
53.1 Each paid up corporate member shall be entitled to attend and record one vote against all resolutions at annual general or special general meetings.
53.2 Corporate members who have one or more branches or divisions are entitled to independently attend meetings and record one vote against all resolutions provided each branch or division complies with the minimum membership requirements and has paid the requisite affiliation fees prescribed by MSA, which would allow it to be registered with MSA in its own right.
53.3 In instances where individual clubs and/or associations (and not their direct members) are regarded as members of a Corporate Member, only the Corporate Member directly affiliated to MSA, will be entitled to cast a vote – and the clubs and/or associations affiliated to the Corporate Member, will not be entitled to cast a vote, irrespective of their number of registered members.
53.4 All Corporate members entitled to attend may be represented by 2 (two) delegates, who shall have been appointed and authorised in writing by the Chairman/President of the corporate member and/or division or branch thereof. However, only one delegate may vote – refer to Art. 53.1 – but both delegates have the right to address the meeting.
54. NOTICES
54.1 Any notice of meeting given by MSA shall be signed by the Chairman, or any other director or the appropriate manager.
54.2 Any other notice by MSA may be signed by any director or the appropriate manager.
54.3 Notice of a general meeting of members shall be given by MSA, at the election of the directors:
54.3.1 by advertisement in MSA bulletin; or
54.3.2 by advertisement in English and Afrikaans newspapers circulating in every province of the Republic of South Africa; or
54.3.3 to members individually by post in a prepaid envelope addressed to each member at his registered address or (if he has no registered address in the Republic) at the address (if any) within the Republic supplied by him to MSA for the giving of notices to him; or
54.3.4 in such other way as may be authorised from time to time by the Act, the directors or members in general meeting.
54.4 Any other notice to members generally or to particular members may be given at the election of the MSA BOD in any of the ways contemplated in article 42.
54.5 With a view to minimising expenditure on the distribution of notices, financial statements and other documents individually to the vast number of its members, the directors shall be entitled to limit the right to receive notices, copies of financial statements and other documents to those members who specifically elect to receive them and pay any fee that may be reasonably imposed by the directors from time to time to cover MSA’s costs.
54.6 Any notice, financial statements, reports and other documents sent to members by post shall be deemed to have been served at the time when the envelope or wrapping containing the same was posted. In proving the sending of the notice or other document by post, it shall be sufficient to prove that the envelope or wrapping containing the notice or other documents was properly addressed and delivered to the post office.
54.7 Any member may notify in writing to MSA an address in the Republic for the purposes of receiving notices and other documents.
54.8 Any notice or document delivered or sent by post or left at the registered address of any member in pursuance of these articles, notwithstanding that such member be then deceased, and whether or not MSA has received notice of his decease, shall be deemed to have been duly served.
54.9 In every notice calling a meeting of MSA or of any class of members of MSA there shall appear with reasonable prominence a statement that a member entitled to attend and vote is entitled to apply for a vote by proxy and appoint a proxy, who need not also be a member, to attend and vote in lieu of such person.
54.10 Where a given number of days notice extending over any period is required, the day of service shall not, unless it is otherwise provided, be counted in such number of days or period.
55. VALIDITY OF ACTS
55.1 Accidental omission to give notice of any general meeting to any member of MSA or the non-receipt of such notice by any member shall not invalidate any resolution passed at any such meeting.
55.2 All acts done at any meeting of the directors or at any executive or other committee of the directors, or by any person acting as a director, shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of the director or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
55.3 No provision of these articles and no regulation prescribed by MSA in general meeting shall retrospectively invalidate any prior act of the directors which would have been valid had such article or regulation not been enacted.
(16 May 2007)
INTERNAL RULES & REGULATIONS
MOTORSPORT SOUTH AFRICA
INTERNAL RULES & REGULATIONS
FOREWORD: REFERENCE SHOULD BE MADE IN AUTHORITATIVE ORDERS TO THE ARTICLES OF ASSOCIATION, AND THESE REGULATIONS FOR CLARIFICATION ON THE STRUCTURES, COMPOSITIONS, PROCEDURES, APPOINTMENTS, OBJECTS AND AUTHORITIES OF THE COMPANY.
DEFINITIONS:
In these Articles the undermentioned terms shall, unless the context otherwise indicates or requires, bear the meanings set out opposite thereto:-
"FIA" Féderation International de l'Automobile
“CIK” Commission Internationale de Karting
"FIM" Féderation Internationale de Motocyclisme
“SASCOC” South African Sport Confederation and Olympic Committee
"MSA" Motorsport South Africa
"MSA BOD" The MSA Board of Directors
"MEC" The Motorsport Executive Council appointed in terms of the Articles of Association of MSA.
"COMMISSION" A Sporting Commission of MSA elected/appointed in terms of the Articles of Association of MSA.
"PANEL" A Specialist Panel of MSA appointed in terms of the Articles of Association of MSA
"COMMITTEE" A Regional or Specialist Committee of MSA appointed in terms of the Articles of Association of MSA.
"MD of MSA" The Managing Director of SA appointed by the MSA Board.
“MANCOM” The Management Committee of MSA;
"SECRETARIAT" The Secretariat of MSA appointed by the MD of MSA and authorised by the MSA Board.
"SOUTH AFRICA" The geographical area of the Republic of South Africa.
"THE COMPANY: Motorsport South Africa, a Company incorporated under the Companies Act, 1973 (Act 61 of 1973), not having a share capital limited by guarantee and incorporated under Section 21 of the Act.
Note: In the interpretation of these Internal Rules and Regulations, any word signifying the masculine shall include feminine and the neuter, and singular shall include the plural, and vice versa.
Preamble:
The latest updated Articles of Motorsport South Africa having been approved and adopted at an Annual General Meeting of Corporate Members in Midrand on the 24th day of May 2006, will govern Motorsport in South Africa, and take all decisions concerning the organisation, direction, management and control with TERMS OF REFERENCE to the:
Memorandum and Articles of Association of the Company.
The Internal Rules and Regulations, which are prescribed hereafter.
Regulations and/or instructions issued from time to time by the MSA BOD.
Any special instructions as may be laid down or given by the Corporate Members in a general meeting from time to time.
THE MSA BOARD OF DIRECTORS
SECTION 1:
1. Objects and Authority
1.1 The MSA BOD shall exercise its power in accordance with the Companies Act, 1973 (as amended from time to time), Memorandum and Articles of Association, and any resolution carried by a majority vote of Corporate members at a general meeting.
1.2 The MSA BOD shall carry out the objectives of the Company in such a manner as it deems fit and proper, subject, however, to the general policy of the Company and to any special instructions as may be laid down or given by the Corporate members in a general meeting from time to time.
1.3 The MSA BOD shall have the right and the power to veto any Resolution of the MEC, Commission, Committee and any sub-committee, in matters relating to all policies (sporting and otherwise), administration, finance and if it considers any matter detrimental to its interest or motorsport in general.
1.4 The rights and powers delegated by the MSA BOD to any person or groups of persons may be revoked, altered or amended by the MSA BOD at its sole and absolute discretion.
1.5 The MSA BOD shall have the right to remove summarily on notice all or any of the members of the National Court of Appeal, MEC, any Specialist Panel, Sporting Commission, Regional Committee and any sub-committee appointed by aforementioned bodies.
1.6 If deemed necessary the MSA BOD shall have the right to alter, suspend and terminate in part or in full, temporarily or definitively the composition, and membership, of the National Court of Appeal, MEC, any Sporting Commission, Specialist Panel, working group, committee or sub-committee at its sole discretion should their actions not adhere or conform to company policy, these Rules and Regulations, directives and instructions issued from time to time by the relevant authority, or that they may be of such nature which are prejudicial to the interests of MSA or motorsport in general. This authority is further extended to include a person or group of persons appointed and/or elected to any of the aforementioned bodies.
1.7 At its sole discretion determine, ratify and recognise the results of MSA championships, competitions, events or series of events which have been organised for the purpose of establishing the right to an individual, team, commercial organisation or manufacturer to lay claim to a singular or collective title.
1.8 To decide upon the organisation of any race, test, attempt at a record, regularity trial, rally touring assembly and event in which an automobile, motorcycle or kart takes part and having a competitive nature, prior to and whether or not it is obligatory to inscribe such events or competitions on the International Sporting Calendars of the FIA, CIK and FIM.
1.9 To ratify at its sole discretion any creation of new categories, formulae and groupings of vehicles, motorcycles and karts which are to be used in motorsport competition, race and sporting events and furthermore the termination thereof.
1.10 The powers of the Directors shall be exercised by resolution of a meeting of Directors. Any such resolution shall be determined by a majority of votes of the Directors present and in the event of an equality of votes the Chairman shall have a second or casting vote, in addition to a deliberative vote.
1.11 The MSA BOD will determine the policy with regard to:
1.11.1 The framework within which each Commission or Panel will operate,
1.11.2 Under which Commission a category will fall (with cognisance to FIA and FIM policy regarding such categories);
1.11.3 The number of national championship categories allocated to each Commission;
1.11.4 The appropriateness of the name of championship allocated to a Commission;
1.12 Resolve disputes within the Commission arising out of Commission decisions.
2. Commissions, Panels and Committees:
2.1 MSA has formed Commissions, Panels and Committees in accordance with the Articles of Association of MSA and they shall exercise the powers and duties delegated to them and operate in accordance with the provisions of these Rules and Regulations, the Articles of Association of MSA and any directives issued to them from time to time by the relevant authority.
2.2 It is a condition of membership of a Motorsport Commission, Panel, Committee or sub-committee, whether elected and/or nominated and/or appointed by a Club, Association, the MSA BOD, MEC, MSA Secretariat or Regional Committee, that members agree to abide, without reservation, to the provisions of these Rules and Regulations, the Articles of Association of MSA, General Competition Rules, Standing Supplementary Regulations and other motorsport regulations issued by MSA from time to time.
3. APPROVAL AND REPEAL OF THE INTERNAL RULES AND REGULATIONS
3.1 The Internal Rules and Regulations governing the rights and powers, authorities, procedures, duties and responsibilities of persons, employed staff, Commissions, Panels and Committees are the responsibility of the MSA BOD. The decision to approve, repeal, replace, amend or add in any manner to the Internal Rules and Regulations in part or in full rests entirely with the MSA BOD. Decisions in this regard will take effect at the end of 7 (seven) days from the date of the MSA BOD making a resolution in this regard and shall be recorded in accordance with the relevant sections of the Articles of Association of the company.
3.2 The second issue of the Internal Rules and Regulations was approved and adopted by the Directors of the company on the 22nd day of April 1998.
3.3 The third issue of the Internal Rules and Regulations was approved and adopted by the Directors of the company on the 24th day of May 2004.
3.4 This issue of the Internal Rules and Regulations was approved and adopted by the Directors of the company on the 27th day of March 2007.
4. RESPONSIBILITIES AND DUTIES OF THE MSA BOD
4.1 To direct the company both as to strategy and structure.
4.2 To ensure that the MEC, MD of MSA, Secretariat, Commissions, Panels & Committees implement the company's strategy as established from time to time.
4.3 To monitor the activities of the MEC, MD of MSA, Commissions, Panels and Committees.
4.4 To ensure that the company has adequate systems of controls both operational and financial.
4.5 To provide information on the activities of the company to those entitled to it.
4.6 To ensure that the company operates ethically and with integrity.
4.7 To ensure that the best interests of MSA, its members and motorsport in South Africa are safeguarded.
4.8 To ensure that there is an active motorsport development programme in place for members of previously disadvantaged communities. (Ref. Art. 6.1.4 of MSA’s Articles of Association).
4.9 To annually appoint independent auditors in terms of the requirements of Arts. 8.2 and 8.3 of the Articles of Association of MSA.
THE DIRECTORS OF MSA
SECTION 2:
1. RESPONSIBILITIES AND DUTIES OF THE DIRECTORS
The Directors, individually and collectively, are responsible to the Corporate members of the company and they shall:
1.1 Act bona fide and in the best interests of the company and not for any personal, ulterior or improper purpose.
1.2 Act with utmost good faith, honesty and integrity in all dealings with or on behalf of the company.
1.3 Ensure that they have the time to devote to carry out properly their duties and responsibilities to the company.
1.4 Not divulge confidential matters of the company, learned in their capacity as a director, or discussed at meetings to anyone without the authority of the company.
1.5 Ensure that they are in a position to make informed decisions.
1.6 Never permit a conflict of duties and interests. Should there be a potential conflict of interest when dealing with or being party to any decisions or voting process, a director shall declare the interest, direct or indirect, material or otherwise. (Refer Art. 21 of the Articles of Association of MSA)
1.7 With reference to paragraph 1.6 a director with a declared interest may partake in a debate surrounding the subject of the declared interest - without endeavouring to influence other members – but may not participate in any voting process.
CONTRACTUAL CAPACITY
SECTION 3:
The MSA BOD delegates to the MD of MSA and MEC such of their powers as it may from time to time decide either generally or specifically subject to the following:
1. ADMINISTRATION
1.1 The persons having the rights and the power to act as signatories to MSA bank accounts shall have been approved by the MEC. All cheques must bear two signatories.
1.2 Capital and operating expenditure may be authorised and incurred after having been approved in the operating and Capital Expenditure (CAPEX) Budgets of MSA. Unbudgeted expenditure may be incurred in accordance with the Authorisation parameters (See Section 10) approved by the MSA BOD.
1.3 Any written contract and/or other document approved by the MSA BOD shall be signed in accordance with these Rules and Regulations and/or specific authorisation instructions issued by the MSA BOD or MEC. (See 2.4 and 2.5 of this section)
2. COMMERCIALISATION
2.1 A Commercialisation Contract shall mean any contract whether written or oral "of whatever nature" which is made for and on behalf of the company, all aspects and facets of motorsport under its authority and control, the commercialisation of rights it holds, Commissions, Panels and committees appointed in terms of these internal Rules and Regulations and the Articles of Association of MSA, for which there may be a material benefit, payment or financial obligation. It is further defined as being any contractual obligation or transaction between a sponsor, marketing company or agent, broadcasting or visual recording producing company or agent, publishing and media company or agent, supplier of goods or services, group of persons or an individual.
2.2 All funds, or benefits having been derived as a result of any contract in terms of 2.1 above will be utilised by MSA as it deems fit and proper or as directed by the MSA BOD on the recommendation of the MEC.
2.3 All contracts in terms of 2.1 above shall prior to such being entered into be reviewed in the first instance by the MD of MSA who will take such necessary action as is appropriate prior to submitting the contractual documents to the MEC for consideration.
2.4 All contracts between the parties in terms of 2.1 above shall mean any agreement or arrangement "of whatever nature" with reference to exercising the sporting power of MSA (Refer Article 5 of the Articles of Association of MSA) and the rights MSA holds pertaining to the staging, organisation, promotion, marketing or selling, receiving sponsorship, commercial exploitation, the broadcasting or transmission or visual recording of any championship, event or series of events which have been organised for the purpose of establishing the right to an individual, promoter or organiser to lay claim to a singular or collective title. Such a competition may also be referred to by other titles e.g. "Challenge", "Trophy", "Cup", "Series", etc.
2.5 The persons having the rights and powers to act as signatories to any approved contracts, or other documents in terms of 2.1 to 2.4 above will be in accordance with the authorisation, and instructions issued by the MSA BOD and these Internal Rules and Regulations but shall at all times bear the signatures of the MD of MSA and the Chairman of the MEC and MSA BOD as the first authority, failing which the Financial Director.
2.6 Exclusion of Authorities
No person or member of a Sporting Commission, Specialist Panel Committee or sub-committee, group of persons appointed in terms of these Internal Rules and Regulations, an appointed agent or consultant to the company, staff member with the exception of the MD of MSA, or Corporate Member as defined in the Constitution of MSA, may enter into any Commercialisation Agreement as defined in this section.
3. STAFF
3.1 The employment of staff and remuneration for services is governed by the Authorisation parameters. (Refer Section 10).
3.2 The MSA BOD shall appoint a Remuneration Committee with membership being:
• The Chairman,
• The Honorary President of the MSA BOD (being a suitably qualified person who shall not be connected to motorsport in any capacity and who shall be recommended by the MEC);
• The Financial Director of the MSA BOD.
A partner of the external auditing firm appointed by the MSA BOD will attend all meetings of the Remuneration Committee as an Observer (without voting rights), to provide advice if and when required and to ensure that correct procedures regarding the granting of salary increments and performance bonuses are followed at all times.
3.3 The appointees to the Remuneration Committee shall be approved annually by the MSA BOD.
3.4 Remuneration of the Managing Director: The power to determine the annual remuneration package including annual salary increments and performance bonuses of the MD of MSA without disclosure has been delegated by way of a BOD resolution to the Remuneration Committee.
3.5 The Remuneration Committee will be guided by reference to remuneration surveys or other human resources information at their disposal.
3.6 Any decision of the Remuneration Committee shall only take effect after all members reach unanimous agreement. Should the Remuneration Committee fail to reach an unanimous decision, it shall take professional advice from a consultant specialising in remuneration.
3.7 The MD of MSA shall be in attendance in determining staff remuneration but shall not be present when his/her remuneration or fee is discussed.
3.8 Staff Remuneration: Payment authorisation shall at all times bear the signature of the MD of MSA.
4. Cheque Signatories: Cheques at all times will bear two signatories which are authorised according to the matrix table below.
5. Electronic Funds Transfers (EFT): All EFT payments will at all times be authorised by the MD of MSA prior to such payments being made.
6. GENERAL EXPENDITURE
VALUE NOT EXCEEDING R3,000.00 (Three Thousand Rands)
FIRST SIGNATORIES
ALTERNATE SIGNATORIES
Financial Manager
Managing Director
Manager Sporting Services
Administrative Manager
VALUE NOT EXCEEDING R50,000.00 (Fifty Thousand Rands)
Financial Manager
Managing Director
Financial Director
Chairman MEC/BOD
Other BOD member
VALUE EXCEEDING R50,000.00 (Fifty Thousand Rands)
Managing Director
Chairman BOD/MEC
Financial Director
Other BOD member
THE MANAGING DIRECTOR
SECTION 4
1. Responsibility
The MD of MSA, being an Executive Director of the company, will be responsible and be accountable to the MSA BOD in respect of:
1.1 The execution of all Company policies, resolutions, business plans and strategies.
1.2 Ensuring all motorsporting policies are effectively implemented and/or communicated to the relevant Committees, Sporting Commissions, Specialist Panels, Corporate Members, and motorsport licence holders.
1.3 Ensuring that all Specialist Panels perform all duties for which they are responsible in respect of their particular specialist field of motorsport falling within its jurisdiction.
1.4 Leading, controlling and monitoring all aspects of the company's business and affairs.
1.5 Motorsport Regulations, known as the MSA Handbook, which governs all motorsporting events of a competitive nature in which an automobile, motorcycle or kart takes part, and is organised in the territory of South Africa, Botswana, Lesotho and Swaziland. (Ref. Art. 4 of the Articles of Association of MSA).
1.6 Ensuring that the MSA Secretariat functions efficiently and in accordance with company policy, internal staff regulations, and instructions issued by MSA BOD and/or MEC from time to time.
1.7 Any other specific responsibilities or duties which are authorised by the MSA BOD and/or MEC.
2. AUTHORITIES AND DUTIES
The entrusted responsibilities, duties and authority of the MD of MSA are as follows:
2.1 Administration and Finance
2.1.1 To ensure that annual operational and Capital Expenditure budgets are prepared and submitted to the MSA BOD for approval.
2.1.2 To manage the financial and administrative affairs within the resources established by the MSA BOD and/or MEC.
2.1.3 To submit to the MEC monthly financial results showing comparisons to budget and to report on significant variances which might have occurred.
2.1.4 To ensure that adequate account records and an effective system of internal control is maintained.
2.1.5 To ensure that financial statements, which fairly present the state of the affairs of the company, are tabled at all meetings of the MSA BOD.
2.1.6 To ensure that all Board papers and information are given to Directors timeously so that they have time to study them and make properly informed decisions.
2.1.7 To decide upon any expenditure which any Commission, Panel, Committee, President and/or Chairman of such a body or in person, may propose in the name of, a Commission, Panel, Committee, or the company.
2.1.8 To decide upon the employment and payment for outside services to assist a Commission, Panel, or Committee if such has a financial impact on MSA. Example: Public Relations Officers, Marketing Personnel, Secretaries, etc.
2.1.9 To decide upon any fee or levy prior to such being imposed on a motorsport competitor or club, and/or event organiser or commercial body which a Commission, Panel, or Committee think necessary or required for any purpose whatsoever.
2.1.10 To decide upon all annual financial budgets of the Commissions, Panels and Committees. Similarly this applies to special projects which the MSA BOD and/or MEC have approved from time to time.
2.2 Sporting Matters
2.2.1 In consultation with the Commissions and/or Sporting Mangers to set parameters for the authority and control of office bearers of any Commission or Committee, the bodies themselves, within the areas of their responsibilities.
2.2.2 To consult with the relevant Sporting Commission and/or Sporting Managers regarding the approval, repeal, replacement or amendment of sporting regulations or rules, instructions, policies, specifications on all levels and categories of motorsport which in the opinion of the MD of MSA are not in the best interest of a particular facet of sport, the company and motorsport in general.
2.2.3 In consultation with a Commission or Committee to make such recommendations for the consideration of the MSA BOD, MEC as deemed desirable in the interests of motorsport generally and in the interests of a specific motor sporting activity or region involved.
2.2.4 To consult with a Commission or Committee over matters of a contentious nature or on problems within the category or facet of sport concerned. Where the Chairman or President representing a Commission, Panel or Committee and MD of MSA cannot reach agreement, the matter shall be referred to the MSA BOD or MEC as the case may be, for a decision or directive. Should the MEC be unable to make a decision, the matter shall be referred to the MSA BOD for a final decision or directive.
2.2.5 To direct the holding of Courts of Enquiry and Appeal Courts.
MOTORSPORT EXECUTIVE COUNCIL (MEC)
SECTION 5:
1. Responsibilities and Duties
The MSA BOD delegates to the MEC such of its powers and responsibilities as it may from time to time decide either generally or specifically as laid down in the Articles of Association of MSA and these Internal Rules and Regulations. The entrusted responsibilities, authorities and duties of the MEC are as follows:
2. Finance and Administration
2.1 To study the annual operations and capital expenditure budgets prior to submission to the MSA BOD for approval.
2.2 To manage the financial and administrative affairs within the resources and parameters which are established by the MSA BOD.
2.3 To consider requests from the MD of MSA for funding arising from the activities of Sporting Commissions, Specialist Panels, Committees, or sub-committees which have not been provided for in the annual financial motorsport budget.
2.4 To decide upon requests for unbudgeted expenditure in accordance with the financial regulations and authorisation parameters. (Refer Section 10).
2.5 To study all contracts and/or agreements irrespective of the nature with an employee, consultant, sponsor, broadcaster, agent or contractor prior to approval being given in terms of authority provided by the MSA BOD.
2.6 To determine from time to time all fees, levies and scale of fines which are laid down in Appendix "R" of the MSA Handbook.
2.7 To ratify the annual financial budgets of the Sporting Commissions, Specialist Panels, Regional Committees, sub-committees and any special projects which the MEC have approved from time to time.
3. Commissions, Panels, Committees
3.1 To create when necessary Sporting Commissions, Specialist Panels, Committees or sub-committees to exercise such functions for the control, promotion and development of motorsport in South Africa on the recommendation of the MD of MSA. The composition and its membership shall be reported to the MSA BOD.
3.2 To revoke, alter or amend the rights, powers and functions delegated by the MEC to any person or group of persons at its sole discretion.
3.3 If deemed necessary alter, suspend and terminate in part or in full, temporary or definitively the composition and membership of any MEC appointed Panel, working group, committee or sub-committee at its sole discretion. This authority is further extended to include a person or group of persons appointed and/or elected to any of the aforementioned bodies.
3.4 To dissolve any MEC appointed Committee or sub-committee should their actions not adhere or conform to MSA Policy, Rules and Regulations, and instructions issued from time to time by the MSA BOD, the MEC, or MD of MSA.
3.5 To remove summarily on notice any member of a MEC appointed Sporting Commission, Specialist Panel, Committee, or sub-committee should such a member act in a manner which is prejudicial to the interest of MSA or motorsport in general. A resolution of this nature must be made at a meeting of the MEC by at least 75% (seventy five per centum) with a minimum quorum of members being not less than 4 (four).
3.6 To decide upon recommendations by the MD of MSA for nominations of membership of the Commissions of the FIA, FIM and CIK.
4. Other
4.1 To decide upon the holding of any congresses, seminars or meetings whether they be local or international, and the attendance of MSA delegates, if such has a financial impact on MSA.
4.2 To decide on applications for membership or affiliation to MSA of individual clubs, associations and commercial organisations who organise, promote and/or co-ordinate motorsport events being defined as any race, test, attempt at a record, regularity trial, rally, touring assembly, event, in which an automobile, motorcycle or kart takes part and having a competitive nature, and/or standing government regulations. (Refer Art. 11 of MSA’s Articles of Association).
4.3 To decide upon the participation of MSA competition licence holders, officials, members of Commissions, Panels or Committees in any event of a competitive motorsport nature, seminars and the like either locally or internationally if such has a financial impact on MSA.
4.4 To deal with day-to-day matters which cannot await a meeting of the relevant Commissions, Panels or Committees.
4.5 Never permit a conflict of duties and interests. Should there be a potential conflict of interest when dealing with or being party to any decisions or voting process, an MEC member shall declare the interest, direct or indirect, material or otherwise.
4.6 With reference to paragraph 4.5 an MEC member with a declared interest may partake in a debate surrounding the subject of the declared interest - without endeavouring to influence other members – but may not participate in any voting process.
SPORTING COMMISSIONS
SECTION 6
1. Objects and Authorities
The MD of MSA and Secretariat of MSA shall be assisted in their duties and responsibilities by Sporting Commissions who will endeavour to ensure the smooth running, promotion and development of the particular facet of the sport for which they are responsible.
2. Commissions
2.1 Saloon Car Commission
2.2 Single Seater Commission
2.3 Motorcycle Circuit Racing Commission
2.4 Karting Commission
2.5 Rally Commission
2.6 Off Road Car Racing Commission
2.7 Motorcycle Off Road, Enduro, Quad and Trials Commission
2.8 Motocross Commission (incorporating SuperMoto)
2.9 Historic and Marque Vehicle Commission
2.10 Oval Racing Commission
2.11 Drag Racing Commission
2.12 Such other commissions as the MEC, may from time to time decide
3. Structure of Commissions
3.1 The structure of new and existing Sporting Commissions shall be determined from time to time by the MSA BOD. (Ref. Art. 38.2 of the Articles of Association).
3.2 The following amended structure should be implemented for each Commission, although it is accepted that due to the varying nature of the Commissions it is not possible to prescribe a rigid and fixed structure that will be identical for all commissions.
3.2.1 The President of each Sporting Commission for a particular category of motorsport shall be appointed by the MSA BOD, in consultation with members of the Exco concerned. (Art. 38.4.1 of MSA’s Articles of Association).
3.2.2 The maximum number of members of a commission is 15 including the commission President but excluding any MSA Appointees, appointed by the MD of MSA. (Art. 38.3.2 of MSA’s Articles of Association).
3.2.3 The commission shall appoint an EXCO, which shall consist of a minimum of 4 members and a maximum of 8 members.
3.2.4 The structure of all commissions (if different from the proposed structure) shall be subject to the approval of the MSA BOD.
3.2.5 Make provision for regional representation on the Commission for Regional Championship categories. Categories that do not have Regional Championship status, will not be eligible to be represented on the relevant Commission.
3.2.6 Each commission President shall serve a three-year term to ensure continuity, and the terms of office of all Commission Presidents shall commence and end in the same year. (Refer Art. 38.4.2 of MSA’s Articles of Association).
3.2.7 The term of office of all other Commission members (elected or appointed) shall be one year, but they shall not be precluded from being appointed/nominated/elected for a further one year term of office. (Refer Art. 38.5.1 of MSA’s Articles of Association). In the above recommended structure it is the intention that one person may take care of more than one of the appointed portfolios.
3.2.8 Should a Commission President resign or be dismissed, the MSA BOD or the MEC has the right to appoint an Acting President.
4. Election Process:
The Election Process for Commissions shall be as follows:
The relevant Sporting Manager must discuss the structure of an existing Commission with the current President and must obtain written confirmation from the President regarding the Commission’s structure for the ensuing year. A copy of such written confirmation must be submitted to the MD of MSA as well as the MSA Administrative Manager before the election process commences.
As all Commissions (save as set out in 3.2.5 above) must make provision for regional representation, all clubs/organisers in the six motorsport regions catering for a specific category of motorsport (irrespective of the status of the events in that category they organise), will be requested by the MSA Secretariat to nominate an individual from their region to serve as regional representative on a specific Commission. Fourteen (14) days’ notice will be provided for such nomination.
Once nominations for regional representatives are received from the regions, the Secretariat will send Ballot Papers listing the names of all candidates received from each region to all organisers, requesting them to vote for one candidate. Fourteen (14) days’ notice for such voting process will be provided.
In instances where only one candidate is nominated, the clubs/organisers concerned will nevertheless still be required to cast votes for the candidate so nominated to ensure that the nominee receives a simple majority of votes cast.
Once the Commission Regional Representatives have been elected, the Secretariat will distribute Nomination Forms to all relevant parties to fill the other elected positions on the Commissions (dependant on the structure of each individual Commission). Fourteen (14) days’ notice will be provided for such nominations.
Once nominations for the other positions on a Commission have been received, the Secretariat will send Ballot Papers listing the names of the candidates to all relevant parties, requesting them to vote for one of the candidates for the relevant position on the Commission. Fourteen (14) days’ notice for such voting process will be provided.
In instances where only one candidate is nominated for a specific position, the parties concerned will nevertheless still be required to cast votes for the candidate so nominated to ensure that the nominee receive a simple majority of votes cast.
Successful candidates will be elected by simple majority of votes cast. Should there be more than one candidate for a particular position, the system whereby the candidate obtaining the lowest number of votes at each successive ballot withdraws, shall be applied. Ten (10) days notice will be provided for every subsequent voting process.
Once all elected posts have been filled, the current (or outgoing) Commission President shall submit a list of names of candidates to serve on the Commission as MSA Appointees, to the MD of MSA for approval. Should the MD disagree with any of the names of individuals to serve as MSA Appointees, the MD will forward the name(s) of such individual(s) to the newly elected Commission members, requesting their comments.
Following the above process, the relevant members will be appointed to the Commission by the MD of MSA as “MSA Appointees”.
As soon as all vacancies on a Commission have been filled (elected and appointed members), the MD of MSA will request the newly elected and appointed members of a Commission to meet within fourteen (14) days (or to consult electronically within this period), for the purpose of electing the Exco Members of the Commission.
The names of the Exco Members will be forwarded to the MD of MSA within three (3) days from the date of the meeting (or electronic consultation) by a member of the Commission elected to undertake this duty by all members at the meeting (or elected to do so electronically).
The MD of MSA will distribute the complete list of nominated/elected/appointed members) of a Commission (specifying the names of the Exco Members) to the MSA BOD within 7 (seven) days after the completion of elections/appointments. The MSA BOD will then appoint the President of each Sporting Commission for a particular category of motorsport, in consultation with members of the EXCO concerned. (Refer Art. 38.4.1 of MSA’s Articles of Association).
The Vice President of a Commission may be elected annually by the members of that Sporting Commission from amongst its members. (Ref. Art. 38.4.4 of MSA’s Articles of Association).
5. Responsibilities and Duties
To administer and control the formula of motorsport under its jurisdiction at all levels on behalf of MSA;
To formulate and maintain categories and rules and regulations under which safe, stable, fair and entertaining competition can take place.
To promote and provide growth of the formula at all levels.
To actively promote Transformation and to ensure that the Commission is representative by appointing people from Previously Disadvantaged Communities who can render a meaningful contribution to discussions at meetings and, if qualified, to appoint these people to officiate at events and as Court Members for categories that fall under the responsibility of a Commission.
To ensure that all competitions and regulations are formatted and run in accordance with General Competition Rules, Standing Supplementary Regulations and other motor sport regulations issued by the MEC, MSA BOD or MSA Secretariat from time to time.
To operate the Commission on a commercially viable basis in terms of MSA policy and financial structures, and to ensure that the Commission functions within the financial parameters provided by the MD of MSA. Any unauthorised expenses will not be met by MSA.
To ensure the proper marketing and exploitation of its various categories in conjunction with category controlling bodies, such as Associations and Clubs, and the MSA Secretariat.
To take any dispute within, or between Commissions, for resolution to the MSA ManCom. Where a Commission and the MSA ManCom cannot reach agreement, the matter shall be referred to the MEC for a decision or directive.
To make such recommendations for the consideration by the MEC, MSA BOD or Sporting Managers as the Sporting Commission deems desirable in the interests of motorsport generally and in the interests of the particular motor sporting activity for which they are responsible.
To ensure that all members of the Commission and competitors where necessary, are informed about any directives issued by the MSA BOD, MEC or the MSA Secretariat.
To determine the allocation of South African National Championship status for categories within its formula from an allocation provided by, and in consultation with, the MSA BOD.
To determine the number of rounds in each national championship category in conjunction with Associations, Clubs, Promoters, and Principle Sponsors, in consultation with the MSA BOD.
To determine the rules for all South African National Championship categories in its formula in conjunction with Associations and/or Clubs. These rules are to be submitted to the MSA Secretariat to check for compliance with laid down MSA Policy.
To ensure that the final version of sporting and technical regulations for categories under the auspices and control of a Commission, is submitted to the MSA Secretariat by no later than 30th August each year.
To approve and assist in the compilation and preparation of rules and regulations at regional or club level, the preparation of regional calendars and other matters concerning the running and administration of the particular motor sporting activity they are responsible for. (The primary responsibility for the compilation and preparation lies with the Regional Committees).
To assist the Sporting Managers and the MSA Secretariat in the compilation of a national championship calendar in conjunction with Associations, Clubs and Promoters for both circuit and non-circuit events.
To advise the MD and the MSA Secretariat of any amendments required to technical or sporting rules and regulations during the year. The MSA Secretariat will issue these amendments through the Sporting Managers, if they are in compliance with MSA policy. Only Circulars published by the Secretariat of MSA – through the Sporting Managers - will be considered as official in this regard.
To act on any directive the MSA BOD, the MEC or any body or person/s authorised by MSA, may issue from time to time.
To issue all press releases and media communications via the MSA Secretariat, and to ensure that a copy of all such Releases is sent to the relevant MSA staff member for posting on the MSA website.
Members will not divulge confidential matters of the company, learned in their capacity as a Commission
member, or discussed at meetings, to anyone without the written authority of the MD of MSA, the MEC or the MSA BOD.
Ensure that they are in a position to make informed decisions.
Never permit a conflict of duties and interests. Should there be a potential conflict of interest when dealing with or being party to any decisions or voting process, a Commission member shall declare the interest, direct or indirect, material or otherwise.
With reference to paragraph 5.21, a Commission member with a declared interest may partake in a debate surrounding the subject of the declared interest - without endeavouring to influence other members - but may not participate in any voting process.
Members must at all times ensure that their actions and decisions will not bring MSA, motorsport or any activity within the auspices of the Commission, into disrepute.
5. Exclusion of Authorities
5.1 Notwithstanding anything contained in this section, a Sporting Commission, it’s President or any Commission member or sub-committee of the commission are not authorised to:
5.1.1 Make policies or decisions of any nature which will have a financial impact on MSA without having obtained, in writing, authorisation from the MD of MSA.
5.1.2 Enter into any barter or Service Contract which shall mean any agreement or arrangement "of whatever nature" between a sponsor, marketing company or agent, broadcasting or visual recording producing company or agent, publishing and media company or agent, supplier of goods or services, contractor for which the company will be financially liable for goods or services rendered without having obtained, in writing, authorisation of the MD of MSA.
5.1.3 Issue a media release or make a statement to the public on behalf of the Commission, the facet of sport for which they are responsible, and MSA before having received authorisation and clearance from the MD of MSA.
5.1.4 Directly or indirectly extend invitations to the Minister of Sport, an MEC for Sport, or any other representatives from Sport & Recreation, the S.A. Sports Commission, SASCOC, or any other Government representative/official, as the Protocol Guidelines received from these bodies, require all invitation to come directly from the National Federation.
5.1.5 Enter into any Sponsorship, Barter, Service or General Contract, which means any agreement or arrangement “of whatever nature” as defined in Clauses 2.1 and 2.4 of Section 3 (Contractual Capacity) of these Internal Regulations.
6. Levies/Fees – Trust Funds
Should a Commission decide to implement any fee or levy on a motorsport competitor, club and/or event organiser as set out in Section 4 (“Managing Director”), Clause 2.1.9 of these Internal Regulations, no external banking account for such funds may be opened by the Commission or any of its members, and all such fees and/or levies collected, shall be administered by MSA in an internal Trust Account specifically opened in the name of the Commission for such fees and/or levies.
Commission Exco Members must provide the MD of MSA with a laid down set of objectives for Trust Funds, and/or the objectives of the structure for which such Trust is operated.
No payments will be made from Commission Trust Accounts for the purchase of goods, payment of services of whatever nature, travel or other expenditure items if such expenditure is not within the laid down objectives and/or the objectives of the structure for which the Trust Fund is intended.
Commission Exco Members must provide the MD of MSA with the names of three signatories (one being the Commission President) who have been nominated by the Exco to approve payments from such Trust Accounts. No payments will be processed unless at least two of the nominated signatories (one being the Commission President) have signed the relevant documents/Invoices and authorised payment.
The MSA Financial Manager will send a copy of the Trust Account’s General Ledger to all relevant Commission Exco members each month.
SPECIALIST PANELS
SECTION 7
1. Objects and Authorities
The MD of MSA and/or Sporting Managers shall be assisted in their duties and responsibilities by Specialist Panels with regard to the Panel's particular field of expertise.
2. Panels
2.1 Circuit and Safety Panel
2.2 Medical & Environmental Panel
2.3 Marshal Panel
2.4 Women in Motorsport Panel
2.5 Circuit Owners and Promoters Panel
2.6 Such other Panels as the MD of MSA may from time to time recommend to the MEC
3. Structure of Panels
3.1 The structure of the various Panels shall be determined by the MEC (Ref. Art. 39.3 of the Articles of Association) on the recommendation of the MD of MSA.
3.2 Due to the varying fields of expertise of Specialist Panels, there can be no specific laid-down structures for the various Panels. However, the MD of MSA is responsible for ensuring that all aspects of the fields of expertise of a particular Specialist Panel are catered for within the Panel.
3.3 The majority of delegates on Specialist Panels will be MSA Appointees, but the same nomination and voting process applicable for Commissions, will be followed by the MD of MSA for all elected posts on the various Panels.
3.4 With the exception of the Circuit Owners and Promoters Panel and the Women in Motorsport Panel, all other Panels must cater for regional representation.
4. Circuit and Safety Panel
4.1 One Saloon Car Representative
4.2 One Single Seater Representative
4.3 One Motorcycle Representative
4.4 One or more MSA Safety Appointees
4.5 The Chairman of each Regional Safety sub-committee
4.6 In attendance:
4.6.1 Circuit Owner/Promoter
4.6.2 Circuit Chief Medical Officer
4.6.3 Circuit Chief Marshal
4.6.4 Medical Panel Representative
4.6.5 Such other representatives as the MSA Secretariat may from time to time determine.
5. Medical Panel
5.1 One representative from each of the regions.
5.2 One Training representative
5.3 One Off Road Motorcycle, Enduro, Trials representative
5.4 One Circuit Racing Representative (cars)
5.5 One Circuit Racing Representative (motorcycles)
5.6 One Off Road Car representative
5.7 One Marshals representative
5.8 One Drag Racing representative
5.9 One Jnr/Snr Motocross/SuperMoto representative
5.10 One Rally representative
5.11 One Oval Racing representative
5.12 Up to a maximum of five MSA appointees
5.13 One Environmental representative
6. Circuit Owners and Promoters Panel
6.1 One representative from each of the following circuits:
6.1.1 Aldo Scribante
6.1.2 East London
6.1.3 Killarney
6.1.4 Kyalami
6.1.5 Lichtenburg
6.1.6 Midvaal
6.1.7 Phakisa Freeway
6.1.8 WesBank Raceway
6.1.9 Zwartkops Raceway
6.2 One Marshals’ Representative;
6.3 The President of the MSA Medical Panel;
6.4 The President of the Circuit & Safety Panel;
6.5 Such other representatives as the MSA Secretariat may from time to time determine.
7. Marshal Panel
7.1 One Karting representative
7.2 One Off Road Car Racing representative
7.3 One Rallying representative
7.4 One Oval Racing representative
7.5 One Off Road Motorcycle, Enduro & Quad representative
7.6 One Motocross/SuperMoto representative
7.7 One Drag Racing representative
7.8 One Circuit Racing representative
7.9 One representative from each of the following circuits:
7.9.1 Aldo Scribante
7.9.2 East London
7.9.3 Killarney
7.9.4 Kyalami
7.9.5 Lichtenburg
7.9.6 Midvaal\
7.9.7 Phakisa Freeway
7.9.8 WesBank Raceway
7.9.9 Zwartkops Raceway
8. Women in Motorsport Panel
8.1 One Car Circuit Racing representative
8.2 One Motorcycle Circuit Racing representative
8.3 One Karting representative
8.4 One Motocross representative
8.5 One SuperMoto representative
8.6 One Rally representative
8.7 One Drag Racing representative
8.8 One Off Road Car racing representative
8.9 One Oval Racing representative (tar & dirt)
8.10 One Off Road Motorcycle, Enduro & Trials representative
8.11 One Quad Racing representative
8.12 One Vintage Motorcycle Rallying/Leisure Riding representative
8.13 One Medical representative
8.14 One Environment representative
8.15 One Officials’ Representative
8.16 One Circuit Organisers’ representative
8.17 One PR/Communications – Car Racing representative
8.18 One PR/Communications – Motorcycle representative
8.19 One Marketing representative
9. Responsibilities and Duties
9.1 To ensure that all decisions taken regarding regulations, competitions and any other project are run in accordance with General Competition Rules, Standing Supplementary Regulations and other motorsport regulations issued by MSA from time to time.
9.2 After consultation and with approval of the relevant Sporting Commission President (or other relevant Specialist Panel President where applicable), to confirm from time to time, any Rules and Regulations applicable to the particular specialist field of motorsport falling within its jurisdiction.
9.3 To ensure that all steps are taken to protect the safety of competitors during an automobile, motorcycle, or kart in a race, test, attempt at a record, regularity trial, rally, touring assembly and event.
9.4 To ensure that all facets of the sport and all regions, are catered for within the Specialist Panel and where applicable are represented on the Panel.
9.5 To exercise judicial powers and functions for motorsport throughout South Africa, Botswana, Lesotho and Swaziland in terms of the International Sporting Codes, General Competition Rules of MSA and Appendices thereto, and any other statutes which are in force.
9.6 To take decisions as directed by the MD of MSA, the MSA BOD and/or the MEC that fall outside the normal activities and responsibilities of Specialist Panels.
9.7 To compile national regulations, parameters and guidelines for the specialist activity for which the Panel is responsible, subject to the overriding approval of the MD of MSA and/or the MEC and/or MSA BOD, and/or the relevant Sporting Commission President.
9.8 To exercise such judicial powers and functions as may from time to time be specifically delegated to it by the MD of MSA, the MEC or MSA BOD.
9.9 To ensure that all members of the Panel have the necessary expertise, experience and/or qualifications to decide on issues relating to the specialist field for which the Panel is responsible.
9.10 To hold training workshops, seminars and/or any other necessary forums and/or meetings, to ensure that all Panel members are qualified at all times to perform the duties required of them, in a satisfactory manner.
9.11 To ensure the Panel functions within the agreed financial parameters provided by the MD of MSA.
9.12 To assist and liaise with Regional Committees and/or MSA Regional Offices in the preparation of rules and
regulations for the particular specialist field.
9.13 To assist, give direction and advice to clubs, event organisers and competitors in all aspects of the specialist field in question, which includes the answering of questions that are not addressed in the relevant rules or regulations, and any specific instructions applicable to the specialist field concerned.
9.14 To ensure that all members of the Panel are informed about any directives issued by the MSA BOD, MEC, MD of MSA or the MSA Secretariat.
9.15 In consultation with the MD of MSA, to make such recommendations for the consideration of the MSA BOD or MEC as the Specialist Panel deems desirable in the interest of motorsport generally, and the specialist
field for which they are responsible.
9.16 To consult with the MD of MSA over matters of a contentious nature or on problems within a category or facet of motorsport. Where the President representing the Specialist Panel and MD of MSA cannot reach agreement, the matter shall be referred to the MSA BOD or MEC as the case may be, for a decision and/or directive.
9.17 To actively promote and market the specialist field for which the Panel is responsible, following consultation with the MD of MSA.
9.18 Members may not divulge confidential matters of the company learned in their capacity as Panel members, or discussed at meetings, to anyone without the written approval of the MD of MSA.
9.19 Members must ensure that they are in a position to make informed decisions.
9.20 Members may never permit a conflict of duties and interests. Should there be a potential conflict of interest when dealing with or being party to any decisions or voting process, a Panel member shall declare the interest, direct or indirect, material or otherwise.
9.21 With reference to paragraph 9.19, a Panel member with a declared interest may partake in a debate surrounding the subject of the declared interest – without endeavouring to influence other members – but may not participate in any voting process.
9.22 Members with vested, direct or indirect interest in any category or facet for which the Panel is responsible, may not use his/her position as a member of the Panel to secure personal sponsorships or business deals.
9.23 Members must at all times ensure that their actions and decisions will not bring MSA, motorsport or any activity within the auspices of the Panel, into disrepute.
10. Exclusion of Authorities:
Notwithstanding anything contained in this section, a Specialist Panel, it’s President or any Panel member or sub-committee of the Panel are not authorised to:
10.1 Make policies or decisions of any nature, which will have a financial impact on MSA without having obtained written authorisation from the MD of MSA.
10.2 Enter into any Sponsorship, Barter, Service or General Contract, which means any agreement or arrangement “of whatever nature” as defined in Clauses 2.1 and 2.4 of Section 3 (Contractual Capacity) of these Internal Regulations.
10.3 Issue a media release or make a statement to the public on behalf of the Panel, the specialist field for which the Panel is responsible, and MSA before having received written authorisation and approval from the MD of MSA.
10.4 Directly or indirectly extend invitations to the Minister of Sport, and MEC for Sport, or any other representatives from Sport & Recreation, the S.A. Sports Commission, SASCOC, or any other Government representative/official, as the Protocol Guidelines received from these bodies, required all invitations to come directly from the National Federation.
11. Levies/Fees – Trust Funds:
11.1 Should a Panel decide to implement any fee or levy on a motorsport competitor, club and/or event organiser as set out in Section 4 (“Managing Director”), Clause 2.1.9 of these Internal Regulations, no external banking account for such funds may be opened by the Panel or any of its members, and all such fees and/or levies collected, shall be administered by MSA in an internal Trust Account specifically opened in the name of the Panel for such fees and/or levies.
11.2 The Panel President must provide the MD of MSA with a laid down set of objectives for Trust Funds, and/or the objectives of the structure for which such Trust is operated.
11.3 No payments will be made from Panel Trust Accounts for the purchase of goods, payment of services of whatever nature, travel or other expenditure items if such expenditure is not within the laid down objectives and/or the objectives of the structure for which the Trust Fund is intended.
11.4 No payments from such Trust Accounts will be processed unless the MD of MSA and the Panel President have signed the relevant documents/Invoices and authorised payment.
The MSA Financial Manager will send a copy of the Trust Account’s General Ledger to all relevant Panel Presidents each month.
MANAGEMENT COMMITTEE (MANCOM)
SECTION 8
1. Responsibility;
1.1 The ManCom will be responsible for the day to day management of the company and ensuring that the MSA Secretariat performs all administration and enforcement functions, including – inter alia:
1.1.1 The day-to-day running of the company;
1.1.2 Co-ordination of the various facets of motorsport;
1.1.3 Administration of the Rules and Regulations;
1.1.4 Obtaining and administering motorsport insurance;
1.1.5 Issuing and administration of Competition Licences and Organising Permits;
1.1.6 Enforcing competitions rules and safety requirements;
1.1.7 Ensuring that all Commissions, Panels and Regional Committees include a person from a Previously Disadvantaged Community as a Transformation representative;
1.1.8 Ensuring that Officials regularly attend seminars and are qualified to perform the duties for which they are responsible;
1.1.9 Ensuring the development of existing and new competitors;
1.1.10 Such other duties which may be delegated to the Secretariat by the MD directly, or by the ManCom.
1.2 Members of the MSA Secretariat may not divulge confidential matters of the company, or any other confidential information learned in their capacities as employees, or discussed at meetings, to anyone without the written authority and approval of the MD of MSA.
1.3 Regular reports on discussions at ManCom meetings must be submitted to the MSA BOD.
2 Structure:
2.1 The ManCom will be chaired by the MD of MSA and will consist of :
2.1.1 The MD of MSA;
2.1.2 The Administrative Manager;
2.1.3 The Financial Manager;
2.1.4 The PR & Communications Manager
2.1.5 The Sporting Managers;
2.2 Other members from the MSA Secretariat may, from time to time, be requested by the ManCom to attend meetings to provide information regarding certain sporting and administrative issues.
REGIONAL COMMITTEES
SECTION 9
1 Regional Committees, who will administer and control all aspects of motorsport in the geographical region for which they are responsible, shall assist the MD of MSA and Secretariat of MSA, the MSA BOD and the MEC, in their duties and responsibilities. In addition, they will endeavour to ensure the smooth running, promotion, and development of all facets of motorsport which take place in their jurisdiction.
2 Composition of Regional Committees:
2.1 The composition and number of members of existing and new Regional Committees shall be determined from time to time by the MSA Secretariat. (Art. 40.2.1 of MSA’s Articles of Association).
2.2 In determining the composition and number of members of Regional Committees, the MSA Secretariat shall take into account:
2.2.1 the number of clubs in the region;
2.2.2 the number of events in each region;
2.2.3 the number of different categories in each region;
2.2.4 the number of competitors in each category in the region;
2.2.5 the number of regional championships for the various categories in each region;
2.2.6 the number of “A” and B Grade Officials in each region;
3 Election Process:
3.1 The Election Process for Regional Committees shall be as follows:
The MSA Secretariat will distribute Nomination Forms to all organising clubs for a specific category in the region, requesting the clubs to nominate an individual to represent that category of motorsport on the Regional Committee. Fourteen (14) days’ notice will be provided for such nomination. For categories such as such racing, there will only be one representative for car circuit racing, and one delegate representing motorcycle circuit racing – and not different representatives for each category of circuit racing.
3.2 However, before sending the Ballot Papers to the relevant organising clubs requesting them to vote for a particular candidate, the Secretariat will send a list of the names of the candidates nominated, to the Regional Chairman for his perusal. This will be done to avoid situations which often exist where candidates are simply elected by clubs, but with the candidate not having agreed to be available – and not having the time required to attend regional committee meetings, or to attend to other general regional matters.
3.3 Once nominations are received from the regions, the Secretariat will send Ballot Papers listing the names of all candidates received for a specific category, to the relevant organising clubs, requesting them to vote for one candidate. Fourteen (14) days’ notice for such voting process will be provided.
3.4 Successful candidates will be elected by simple majority of votes cast. Should there be more than one candidate for a particular position, the system whereby the candidate obtaining the lowest number of votes at each successive ballot withdraws, shall be applied. Ten (10) days notice will be provided for every subsequent voting process
3.5 In instances where only one candidate is nominated, the clubs concerned will nevertheless still be required to cast votes for the candidate so nominated to ensure that the nominee receives a simple majority of votes cast.
3.6 Once all elected posts have been filled, a list containing all the names of elected members will be sent to the outgoing Regional Chairmen as well as all newly elected members by the MSA Administrative Manager. Such notice will be sent within 3 (three) days from completion of elections.
3.7 ManCom, acting on the recommendation of the outgoing Chairman of the Regional Committee in consultation with the Regional Sport Coordinator, will appoint further delegates to the Regional Committees as “MSA Appointees”.
3.8 The Administrative Manager, on behalf of the Mancom, will distribute a list containing the names of all newly elected and appointed Regional Committee members, to all these members within three (3) days after the posts of MSA Appointees on the Committee have been filled.
3.9 At the first meeting following receipt of the list of elected and appointed Regional Committee members, the members will – by simple majority vote - elect the Chairman and Vice-Chairman of the Regional Committee from within its members. Nominations and voting for the election of the Regional Chairman and Vice Chairman shall be carried out by secret ballot, Either one of the MSA Sporting Managers or the MSA Administrative Manager as well as an MSA BOD member from the relevant region, will oversee the election by secret ballot.
3.10 Should a representative (either elected or appointed) be unable to continue to serve on the committee during his one year term of office, the regional committee will be entitled to appoint a replacement representative for the specific category if such position becomes vacant after 30th June to ensure continuity, without the need to go through a new election process.
4. Responsibilities and Duties
4.1 To approve, control and administer all regional championships.
4.2 To approve all additional supplementary regulations for competitions in its region, other than for national, national championship or international competitions unless expressly authorised by the MD of MSA.
4.3 To prepare regional motor sporting calendars and, with prior approval of the Secretariat of MSA, and/or the Sporting Commission concerned, to publish such calendars.
4.4 To authorise the issue of organising permits for competitions approved in terms of 2.1 above.
4.5 To authorise the issue of competition licences in accordance with directives issued from time to time by the Secretariat of MSA.
4.6 To appoint MSA Stewards for all club, regional and regional championship competitions held in its region and at the request of the MD of MSA or the Sporting Commission President concerned, to appoint MSA Stewards for National, National Championships and International events.
4.7 To recommend the issue of track licences after consultation with and following the approval of the relevant MSA Sporting Manager and/or the Circuit and Safety Commission and/or the MSA BOD, and to withhold the issue of permits for regional or club events notwithstanding that the track concerned is licensed for national events.
4.8 To exercise such judicial powers and functions as may specifically from time to time be conferred to it by the MSA BOD in writing.
4.9 To hold Courts of Enquiry and Appeal Courts as and when required or as directed by the MSA BOD and/or the MD of MSA.
4.10 To ensure that the committee has a Transformation Representative by appointing people from Previously Disadvantaged Communities who can render a meaningful contribution to discussions at meetings, and - if qualified - to appoint these people to officiate at events, and as court members.
4.11 To ensure that relevant information concerning new participants from Previously Disadvantaged Communities, as well as progress reports on current competitors, and officials are submitted to the MSA Secretariat on a regular basis, or recording such information in detail in committee meeting Minutes.
4.12 To make such recommendations for the consideration of the MSA BOD, the MEC or the MD of MSA as the case may be and as the Regional Committee deems desirable and in the interests of motorsport in its region.
4.13 To enforce all Rules, Regulations and Instructions relating to motor sport in South Africa.
4.14 To provide such assistance as may be specifically requested by the MSA BOD and/or MSA Secretariat and/or Sporting Commission and/or Specialist Panel.
4.15 To seek assistance and advice when necessary from the Secretariat or MD of MSA with the matter only being referred to the MSA BOD or MEC if consensus between the Region and MD of MSA cannot be reached.
4.16 To undertake the supply of deputations and/or delegates to attend upon such Government, Municipal, local and other authorities as may from time to time be deemed necessary.
4.17 To obtain written approval from the MD of MSA for any proposed extra-ordinary expenditure. No expenditure may be incurred by a regional committee without first having obtained written approval from the MD of MSA.
4.18 To ensure that they are in a position to make informed decisions.
4.19 To not divulge confidential matters or issues discussed at meetings, to anyone without the written authorisation of the MD of MSA.
4.20 To never permit a conflict of duties or interest - whether direct or indirect. Should there be a conflict of interest or vested interest when dealing with or being party to any decisions or voting progress, a committee member shall declare such interest, direct or indirect, material or otherwise.
4.21 With reference to paragraph 4.20, a committee member with a declared interest may partake in a debate surrounding the subject of the declared interest - without endeavouring to influence other members - but may not participate in any voting progress.
5. Exclusion of Powers
Notwithstanding anything contained in this section, a Regional Committee shall not have the power or the duty to:
5.1 Make regional policies that conflict in any way with national rules, regulations, instructions and policies, or
5.2 Amend or add to any national rules, regulations, instructions, or policies without the prior written approval of the MSA BOD, the MD of MSA and/or Sporting Commission concerned.
5.3 Draw up Regional rules, regulations or specifications in conflict with National rules, regulations or specifications without the prior written approval of the Sporting Commission concerned.
5.4 Make policies or decisions of any nature which will have a financial impact on MSA without having obtained, in writing, authorisation from the MD of MSA.
5.5 Make decisions regarding MSA’s internal administrative and financial policies or MSA staff related issues. MSA staff matters may not be discussed at Regional Committee meetings and any problems and/or queries relating to a specific MSA staff member, shall be referred to the MSA ManCom in writing by the Regional Chairman concerned.
5.6 Directly or indirectly extend invitations to the Minister of Sport, an MEC for Sport, or any other representatives from Sport & Recreation, the S.A. Sports Commission, SASCOC or any other Government representative/official, as the Protocol Guidelines received from these bodies, require all invitations to come directly from the National Federation.
REGULATIONS AND AUTHORISATION PARAMETERS
EXPENDITURES, CONTRACTS AND STAFF EMPLOYMENT
SECTION: 10
1. Expenditure
1.1 Budgeted Expenditure
The MD may authorise any capital or operating expenditure that has been approved by the BOD, MEC and/or in the Annual Financial Budget.
1.2 Unbudgeted Expenditure
In the event of it being necessary and in the best interests of the company to incur expenditure which is not provided for in the Annual CAPEX or Operations Budget, the MD on any single monthly transaction is authorised:
1.2.1 for an amount not exceeding R10,000.00 (ten thousand rands).
1.2.2 for an amount not exceeding R20,000.00 (twenty thousand rands) after having received prior approval from the Chairman of the MEC.
1.2.3 for an amount not exceeding R50,000.00 (fifty thousand rands) after having received prior approval from the MEC.
1.2.4 for an amount exceeding R50,000.00 (fifty thousand rands) after having received prior approval from the BOD on the recommendations of the MEC.
1.3 Unbudgeted expenditure as prescribed in 1.2.2 above shall be reported to the MEC.
1.4 The authority as prescribed in 1.2. above shall not be transferred or delegated to any other member of the company staff.
1.5 With reference to 1.2.2 above: In the event of expenditure which is considered by the MD as urgent and the Chairman of the MEC not being available, such approval may be given by the Financial Director or three other members of the MSA BOD.
2. SERVICE CONTRACTS
For the purpose of these regulations a Service Contract shall mean any agreement or arrangement "of whatever nature" between a consultant, agent, supplier or contractor for which the company will be financially liable for services rendered.
2.1 The entering into any contract or service agreement for and on behalf of the company shall at all times bear the signature of approval of the MD of MSA.
2.2 To enter into any contract or service agreement that has not been provided for in the Annual Finance Budget, the MD of MSA is authorised:
2.2.1 for an amount not exceeding R12,000,00 (twelve thousand rands)
2.2.2 for an amount not exceeding R36,000.00 (thirty six thousand rands) annual financial liability after having received prior approval from the Chairman of the MEC.
Non-availability: Refer Expenditure Clause 1.5.
2.2.3 for an amount not exceeding R60,000.00 (sixty thousand rands) annual financial liability after having received prior approval from the MEC.
2.2.4 for an amount exceeding R60,000.00 (sixty thousand rands) after having received prior approval from the BOD on the recommendation of the MEC.
2.2.5 the authority to enter into any contract or service agreement for and on behalf of the company and where the financial liability extends for a period beyond 12 (twelve) months, but not exceeding 36 (thirty six months) shall be subject to the approval of the MEC where in such circumstances the annual liability does not exceed R60,000.00 (sixty thousand rands).
2.2.6 where the total annual financial liability exceeds R60,000.00 (sixty thousand rands) and the contract or service period is for more than 12 (twelve) months, prior consent shall be obtained from the MSA BOD.
2.3 At all times the required authority must be obtained prior to entering into any contractual arrangement.
2.4 Signatories
Subject to and in addition to 1 above, all contractual documents where the total annual financial liability exceeds R60,000.00 (sixty thousand rands) shall bear the signature of the Chairman of the MEC or the Financial Director unless prior authority is given by the MSA BOD empowering the MD of MSA to be the sole signatory.
3. STAFF EMPLOYMENT
3.1 The MD of MSA is authorised to employ the services of permanent or temporary staff without reference or approval of the MEC and/or MSA BOD subject to the following:
3.1.1 the remuneration for services of any one person including company responsible employment benefits does not exceed R150,000.00 (one hundred and fifty thousand rands) per annum or divisible thereof on a monthly pro-rata basis (R12,500.00 per month).
3.1.2 the position is not one of Management.
3.1.3 provision has been made in the case of staff expansion, in the annual financial budget submitted to the MEC and MSA BOD.
3.2 The MD of MSA shall seek the approval of the MEC to employ the services of a person to fill a managerial position and/or consultancy position whereby the remuneration exceeds the amount outlined in par 3.1.1 above. The MD of MSA will report on such appointments to the MSA BOD.
3.3 The remuneration amount as referred to in par 3.1.1 above may be adjusted upwards by the MEC on an annual basis in accordance with employment inflation indices.
3.4 General
The MD of MSA, members of the MEC and staff personnel may not borrow any money on behalf, mortgage, encumber any assets or property of MSA or part thereof, or furnish or be signatory to any security, suretyship, guarantee or indemnification without having received written consent from the MSA BOD on the recommendation of the MEC prior to entering into such an agreement.
NATIONAL COLOUR GUIDELINES
SECTION : 11
1. National Colours will be awarded for meritorious competition achievement at the sole discretion of MSA through SASCOC.
2. MSA shall consider nominations for Colours once a year and, in doing so, shall take the following guidelines into account:
2.1 South African Champions
Awards shall be considered if MSA is satisfied not only as to the performance of the champion, but also to the quality of the opposition.
MSA in considering awards, may in addition, take cognisance of the following factors:
2.1.1 Whether the SA Champion concerned won more than 30% of the qualifying events.
2.1.2 Whether the SA Champion concerned has won more than one S.A. Championship title in the year under consideration, or has previously won a S.A. Championship title.
2.1.3 Championships that shall qualify for consideration are those where the championship is decided on the overall results or on overall results with class results taken into account. Where class results are the sole criteria for scoring towards a championship the champion concerned shall not be considered unless the minimum number of starters as determined in the SSRs for that category, participated in the class in the events scoring towards the championship from which the champion emerged.
2.2 Overseas Competitions
South Africans achieving noteworthy results in FIA, FIM or CIK recognised overseas competitions subject to the competitor concerned or his nominee furnishing MSA with full official results and documentation relating to the event(s) participated in i.e. regulations, entry lists, programmes, press cuttings, results, etc. (Refer to IMPORTANT note at end).
2.3 International Events (Local)
South Africans competing in International events subject to the following:
Finishing within the first 20% of the field in such events in which at least 20% of the competitors are from another continent, provided that the importation of third-rate drivers from other continents for such events is strictly limited. (Refer to IMPORTANT note at end).
2.4 South African Teams-International Events
Where the International Regulations for a competition requires that a National Team be entered and where such Team is selected by MSA solely on merit or following Trials, the members of the Team so selected may be nominated as the official South African Team prior to their participation in the competition concerned. Such nomination shall be at MSA’s sole discretion.
2.5 Other Events
South Africans achieving noteworthy and outstanding performances in motor sport in a category not otherwise provided for in sub-clauses, 2.2, 2.3, 2.4 and 2.5 hereof - subject to the competitor having won at least one S.A. Championship title during the preceding four years.
IMPORTANT
It is a pre-requisite of Sport & Recreation and SASCOC is that only South African Passport holders (ie South African citizens) may be nominated for National Colours;
To be classified as a worthy international event (both overseas and locally), the event must be inscribed on the FIA, FIM or CIK calendars/sub-calendars;
It is a pre-requisite of the S.A. Sports Commission that a competitor must have participated in an international event (either overseas or a local international event) to qualify for National Colours, irrespective of the number of S.A. Championship titles the competitor may have won;
MSA, at its sole discretion, may nominate any candidate for National Colours purely on international participation or achievements provided that the international event/series complies with the parameters set out in 2.3 and 2.4 above, and the individual has participated in events of National Championship status with success during the previous three years.
If more than 10 South African competitors qualify or are selected to participate in a World Championship event – inscribed as such on either the FIA, FIM or CIK world championship calendars, MSA will apply to SASCOC for such competitors to be recognised as an official South African Team and for these competitors to be awarded National Colours prior to their participation in the said event.
3. Nominations should initially be made by the candidate's Regional Committee, relevant Sporting Commission or by an MSA BOD member. The nominations shall then be referred to the Sporting Commission (if submitted by a regional committee) concerned together with full documentation which shall thereafter be submitted together with the recommendation, to the MSA BOD for consideration. Once approved by the MSA BOD, nominations shall be submitted to the S.A. Sports Commission for final approval and ratification.
4. The MSA BOD will only consider achievements relating to the current and previous year.
5. Nominations to the MSA BOD for consideration will normally be made at the end of the National Championship season but may be submitted at any time of the year.
6. Only nominations made on the official MSA National Colour Nomination form, accompanied by supporting
documentation where applicable, will be considered.
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