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