CONSTITUTION 29 SEPTEMBER 2025
CONSTITUTION OF THE WYNBERG OLD BOYS’ UNION As amended and adopted at the Annual General Meeting held on 29 September 2025. Preamble The Wynberg Old Boys’ Union is founded on the enduring bond between Wynberg Boys’ Schools and their Old Boys. The Union exists to preserve heritage, foster fellowship, and strengthen ties between past, present, and future Wynberg men. It is built on the principles of brotherhood, respect, loyalty, and service — values cultivated in the classrooms, playing fields, and traditions of the Schools. This Constitution embodies not only rules of governance, but also the ethos of being “brothers in an endless chain.” The Union expects its Members and Committees to act with integrity, fairness, and accountability, recognising that their conduct reflects on the Schools, the Union, and generations of Wynberg Old Boys. 1.
DEFINITIONS In this Constitution, unless inconsistent with or otherwise indicated by the context:
1.1
Associate Life Member shall mean an Old Boy who did not matriculate from Wynberg Boys’ High School and who has been admitted as an Associate Life Member in terms of clause 5.1.1;
1.2 1.2.1
Associate Member shall mean: the parent or guardian of an Old Boy or a current pupil of the Schools who is not themselves an Old Boy and has been admitted as an Associate Member in terms of clause 5.1.2; or any other person who has been admitted as an Associate Member by the Committee in accordance with clause 5.1.2; Constitution shall mean the constitution of the Union as set out in this document;
1.2.2 1.3 1.4 1.5
Committee shall mean the committee of the Union; Committee Member shall mean a Member that has been
1.6 1.7
elected or appointed as a member of the Committee in accordance with the provisions of the Constitution; Executive shall mean the executive committee of the Union; Headmasters means the persons acting as the headmasters of the Schools from time to time;
1.8
Honorary Annual Member shall mean any current employee of either School who is not an Associate Member, Life Member or Honorary Life Member;
1.9
Honorary Life Member shall mean any person who has been granted Life Membership for meritorious service by the Committee in accordance with clause 5.1.5;
1.10
Life Member shall mean an Old Boy who matriculated from Wynberg Boys’ High School and who has been admitted as a Life Member in accordance with clause 5.1.3;
1.11
Member shall mean an Associate Life Member, Associate Member, Honorary Annual Member, Honorary Life Member or Life Member who is in good standing (as per clause 5.4.1) in accordance with clause 5.4.1;
1.12 1.13 1.14 1.15
1.16
1.17 1.18
1.19
2.
Old Boy shall mean a past student of Wynberg Boys’ High School or Wynberg Boys’ Junior School; Patron means the patron of the Union appointed in accordance with clause 4.14; President means the president of the Union; Portfolio Chair shall mean a Committee Member who is responsible for a defined area of Union activity designated by the Committee from time to time; Schools shall mean Wynberg Boys’ High School and Wynberg Boys’ Junior School and “School” shall means either one of them as the context may indicate; Secretary means the secretary of the Union, appointed and/or employed as such by the Executive Committee; Treasurer shall mean the treasurer of the Union, who shall be the Portfolio Chair for the finance portfolio of the Committee; and Union shall mean the Wynberg Old Boys’ Union.
NAME The Union shall be called the Wynberg Old Boys’ Union.
3. 3.1 3.2 3.2.1 3.2.2 3.2.3 3.3
3.4
AIMS The Committee shall strive to achieve the aims of the Union. The aims of the Union shall be to promote, safeguard and advance: the welfare, interests and objectives of the Union; the welfare and interests of the Members; and the welfare and interests of Schools. If, in relation to any matter to be considered by the Union, Committee or Executive there is a conflict between the interests of the Union and the interests of the Schools, the conflict shall be resolved on a case-by-case basis as the Union or relevant committee thereof deems appropriate in the circumstances.. These aims shall constitute the guiding principles of the Union and shall inform and direct all acts, policies, resolutions and decisions of the Union and of the Committee.
4.
COMMITTEES AND COMMITTEE MEMBERS
4.1
The Committee There shall be a Committee made up of the following Committee Members: the President; the immediately preceding President if available and willing to serve; the Patron; the Headmasters or their nominated representatives; and no more than ten (10) Portfolio Chairs. The Committee shall meet at least twice per calendar year. The Committee shall be responsible for the overall supervision, control and direction of the Executive and the Union. The Committee shall also set the mandate of the Union to ensure the protection of the Schools’ and Union’s traditions, reputation and good names. All property and funds of the Union shall vest in the Committee who shall hold such property and funds in trust on behalf of the Members for the time being. Save for the Headmasters and the Patron, each Committee Member: 4.6.1 shall be elected by the Members at the annual general meeting of the Union (“AGM”) with voting rights; 4.6.2 shall be a Member that is entitled to become a member of the Committee in terms of clause 5.6 4.6.3 shall serve a term of two years unless they should resign or
4.1.1 4.1.2 4.1.3 4.1.4 4.1.5 4.2 4.3 4.4
4.5
4.6
be removed from office prior to the termination of their term of office; and 4.6.4 may only serve two consecutive terms unless they are elected as President in which case they will be entitled to serve an additional two-year term 4.6.5 in exceptional circumstances where no eligible nominations are received for a Portfolio Chair position and the absence of such an office-bearer would materially affect the functioning of the Union, the Committee may, with the approval of a majority of members present at the AGM, extend the incumbent’s service beyond the prescribed term limit for one further year. Such extension shall be subject to review annually until a successor is elected. 4.7 The President or, failing him, the Patron shall act as Chairman of all meetings of the Committee and shall have a casting vote in the event of an equality of votes on any matter in addition to their deliberative vote. 4.8 The Committee may by majority vote dismiss any Committee Member who fails to attend two consecutive Committee meetings or, if they are members of the Executive, three consecutive Executive meetings. 4.9 The Committee shall be entitled by majority vote to co-opt no more than three additional Members as Committee Members. The Committee shall likewise have the right to rescind such coopted Committee Members at any time by majority vote of the Committee. 4.9.1 Should the need arise the Executive may convene a subcommittee for specific projects, or to administer a particular function of the Union (e.g. WOBU Squash club). The Executive has the power to dissolve such sub-committee by majority vote. Sub-committee are subordinate to the Executive. 4.10 A quorum of the Committee for any meeting shall be five Committee Members whether present personally, telephonically or virtually. 4.11 A Committee Member shall be entitled to appoint another Committee Member to act at a meeting as proxy for them and to speak and vote on their behalf. The instrument of proxy shall be in writing, in a format determined by the Committee, and shall be valid for that particular meeting only. 4.12 Meetings of the Committee may be held telephonically or by electronic communication. 4.13 All decisions of the Committee meetings shall be taken by majority vote of the Committee Members present at the Committee meeting, whether personally, telephonically or
virtually. 4.14 The Patron 4.14.1 The Patron shall be appointed by majority vote of the Committee Members. 4.14.2 A Member shall qualify for appointment as Patron if: 4.14.2.1 the Committee considers in its sole discretion that the Member has provided long-standing service to, and has institutional knowledge of and a deep connection to, the Schools and Union; 4.14.2.2 the Member is an Old Boy , past Headmaster of the schools or, in exceptional circumstances, an Honorary Life Member who has demonstrated exceptional and enduring service to the Schools and the Union; and 4.14.2.3 the Member is at least 50 years of age at the time of appointment. 4.14.3 The Patron shall hold office indefinitely until: 4.14.3.1 they die; 4.14.3.2 they resign by written notice to the Committee; or 4.14.3.3 the Committee removes the Patron from office by majority vote. 4.14.4 The Patron shall be a Committee Member with voting rights, save that: 4.14.4.1 they shall not be eligible to hold the office of President while holding the office of Patron; and 4.14.4.2 they may not vote on any resolution to remove the Patron from office in accordance with clause 4.14.3. 4.14.5 The role of Patron is not transferable by nomination by the Patron. If the Patron resigns or is removed from office in terms of clause 4.14.3, the Committee shall, in its discretion, appoint a new Patron in accordance with clause 4.14.1. 4.15 The Portfolio Chairs 4.15.1 Each Portfolio Chair shall be responsible for a defined area of Union activity that may be designated by the Committee from time to time. The portfolios that shall be led by Portfolio Chairs shall include but not be limited to: 4.15.1.1 Finance, which shall be headed by the Treasurer; 4.15.1.2 Facilities; 4.15.1.3 Sport; 4.15.1.4 Liaison; and 4.15.1.5 Communication. 4.15.2 Each Portfolio Chair must hold a recognised set of duties, responsibilities, and deliverables in relation to Union governance or operations. 4.15.3 Ceremonial, honorary, or courtesy titles that do not carry specific executive responsibilities shall not constitute a
4.15.4
4.15.5
4.16 4.16.1
Portfolio Chair position under this Constitution. If a Portfolio Chair position is available for election at any upcoming AGM due to resignation or the expiry of the incumbent’s term, the Committee will advise the Members of such availability and the Members may provide nominations for appointment at the AGM. The Portfolio Chairs shall all act as and become members of the Executive.
Executive Committee The Executive shall be responsible for the day-to-day management and decision-making of the Union. 4.16.2 The Executive shall consist of: 4.16.2.1 the President; 4.16.2.2 the Treasurer; and 4.16.2.3 the Portfolio Chairs. 4.16.3 Within the mandates set by the Committee, the Executive shall have the power: 4.16.3.1 to buy, sell, let or hire, exchange, transfer, receive by way of a donation or likewise, movable and immovable property; 4.16.3.2 to invest funds of the Union in such securities as they may from time to time determine; 4.16.3.3 to borrow money on the security of immovable property and to pass mortgage bonds on the same and to sign consents or agreements in connection with such mortgage bonds; 4.16.3.4 the Treasurer shall open banking and/or savings accounts in the name of the Union and cheques and/or withdrawal forms drawn on such accounts shall be signed jointly by any two members of the Executive as may be appointed by the Executive by majority decision from time to time; 4.16.3.5 to institute and defend legal proceedings on behalf of the Union and for that purpose to sign and execute any necessary Powers of Attorney; 4.16.3.6 to make such loans or donations to the Schools as it may decide from time to time; 4.16.3.7 to establish a fund for any specific purpose and such fund shall vest in and be administered as provided for herein; 4.16.3.8 to engage any person or firm to perform secretarial, financial or any other special duties in connection with the management of the Union’s affairs and to determine the remuneration payable; and 4.16.3.9 to ensure the safekeeping of all receipts, policies,
4.16.4
4.16.5
4.16.6
4.16.7 4.16.8
5. 5.1
5.1.1
5.1.2
5.1.3
5.1.4
certificates, bank books, deposit books and other records of money invested by or on behalf of the Union. The President (or his proxy in the event the President cannot attend a meeting) shall act as Chairman of all meetings of the Executive and shall have a casting vote in the event of an equality of votes on any matter in addition to their deliberative vote. A quorum of the Executive Committee shall be three members personally present or virtually and must include the President or the Treasurer. Unless otherwise determined by the President, there shall be a minimum of 4 (four) meetings of the Executive held during each calendar year. The President shall determine the date and venue of the meetings. All decisions of the meetings of the Executive shall be taken by majority vote. The Executive may in its sole discretion and from time to time set the subscription fees applicable for the different categories of membership of the Union.
MEMBERSHIP AND SUBSCRIPTIONS Categories Membership of the Union shall consist of the following categories: Associate Life Members – An Old Boy who did not matriculate from Wynberg Boys’ High School may be admitted as an Associate Life Member if they have made payment of the relevant subscription fee. Associate Members – A parent or guardian of an Old Boy or a current pupil of either School who is not themselves an Old Boy, or any other person approved by the Committee in its sole discretion, may be admitted as an Associate Member if they have made payment of the relevant subscription fee. Life Members – An Old Boy may be admitted as a Life Member if they matriculated from Wynberg Boys’ High School and have made payment of the relevant subscription fee or have otherwise been approved by the Committee in its sole discretion. Honorary Annual Members – An employee of either School shall be admitted ex officio as an Honorary Annual Member for the duration of their employment with the School. Such membership shall terminate on the date that the employee’s employment with the School is terminated for any reason.
5.1.5
Honorary Life Members – Any person may be admitted as an Honorary Life Member if, in the Committee’s sole discretion, they have rendered meritorious service to the Schools or the Union. 5.2 Approval 5.2.1 Any person desiring to become a Member shall: 5.2.1.1 submit a membership application in the prescribed form to the Secretary; and 5.2.1.2 make payment of the relevant subscription fee. 5.2.2 The Committee shall have the sole discretion to admit a person as a Member and the Committee’s decision thereon shall be final. 5.3 Subscription Fees The subscription fees for each category of membership shall be determined by the Executive from time to time. 5.4 5.4.1
Membership A Member shall remain a member of the Union for as long as they are in good standing. A Member shall be in good standing if:
5.4.1.1
their subscription fees are paid up; and
5.4.1.2
they have not been expelled, suspended or censured as a Member in terms of clause 7.
5.4.2
The following membership categories shall remain members for the duration of their lifetime:
5.4.2.1
Associate Life Members;
5.4.2.2
Life Members;
5.4.2.3
Honorary Life Members.
5.5
Voting Rights
5.5.1
Only a Life Member, Honorary Life Member, the Patron or the Headmasters or their nominated representatives shall be entitled to vote at meetings of the Union. The Patron, each Life Member, Honorary Life Member and Headmaster or their nominated representatives shall each have one vote.
5.5.2
An Associate Life Member, Associate Member or Honorary Annual Member:
5.5.2.1
shall not have any voting rights at meetings of the Union; and
5.5.2.2
shall be entitled to attend, speak, and participate in meetings and activities of the Union.
5.5.3
Nothing in this clause shall prevent an Associate Life Member, Associate Member or Honorary Annual Member from being appointed to sub-committees, serving in supporting roles, or
5.6
6. 6.1
6.2
6.2.1 6.2.2 6.2.3
6.2.4 6.3 6.3.1
6.3.2
6.3.3
6.3.4 6.4
otherwise contributing to Union activities. Eligibility for Governance Roles For the avoidance of doubt, only Life Members and Honorary Life Members, may be nominated and elected, or co-opted to serve as President or as the Portfolio Chairs or otherwise hold office on the Committee or the Executive in terms of clause 4.
MEETINGS An AGM shall be held each year at which meeting the Profit and Loss Statement and Balance Sheet for the preceding financial year shall be submitted for consideration and adoption by the general meeting and an Accounting Officer appointed for the ensuing year. The Accounting Officer shall be an independent Professional Accountant or Chartered Accountant. The AGM or any special general meeting of the Union (“SGM”) shall be convened by the President or the Secretary who shall give ten days’ notice thereof to all members. The notice shall be: posted at the Bill Bowden Pavilion; published by advertisement on the websites of the Schools and the Union; and in the sole discretion of the Committee, delivered to Members by any practical electronic means. A quorum for an AGM or SGM shall be 25 Members present in person, telephonically, virtually, or by proxy. Proxies A Member shall be entitled to appoint a Life Member or Honorary Life Member to act at any AGM or SGM as proxy for them and to speak and vote on their behalf. The instrument of proxy shall be in writing, in a format determined by the Committee from time to time. Only a Life Member or Honorary Life Member who is in good standing in terms of clause 5.4.1 may be appointed as a proxy for another Member. A Life Member or Honorary Life Member may not hold more than five proxies in addition to their own vote. Proxies must be lodged with the Secretary before the AGM or SGM begins, in accordance with the procedure determined by the Committee. A proxy shall be valid only for the specific meeting for which it is given. The President or, failing him, any Member elected by the general meeting shall act as Chairman of the AGM or SGM and
6.4.1 6.4.2
6.4.3
6.5
6.6 6.6.1 6.6.2
7.
shall prescribe the procedure to be adopted at any AGM or SGM save that: all matters shall be decided by show of hands, alternatively, by ballot, subject to the direction of the Chairman; the Chairman shall have a casting vote in the event of an equality of votes on any matter in addition to their deliberative vote; and should there be no quorum at an AGM or SGM, the Chairman shall adjourn the meeting to a place and date not more than 7 days later at which adjourned meeting the Members present thereat shall constitute a quorum. Should any Member wish to discuss any particular business at an AGM or SGM they shall give notice thereof to the Secretary setting out the nature of the business to be discussed and such notice shall reach the Secretary no later than 5 days before the date of that AGM or SGM. An SGM may be called: by the Committee when, in its sole discretion, it considers it necessary to do so; or upon written request by at least 50 members of the membership base and who are in good standing and delivered to the Secretary, which request shall specify the business to be considered at the SGM.
DISCIPLINARY PROCEDURE
If, in the Committee’s opinion, a Member has engaged or threatened to engage in conduct that is unbecoming or prejudicial to the interests or aims of the Union: 7.1 The Member shall be given written notice of the allegations, including particulars of the conduct in question, and shall be afforded at 7 days to provide a written response or, at the Committee’s discretion, to appear before the Committee to respond to the allegations. 7.2 Any Committee member with a conflict of interest in the matter shall declare such conduct and recuse themselves from all deliberations and decisions relating to the matter. 7.3 The Committee may, by a two-thirds majority of those present and entitled to vote (excluding abstentions), resolve to expel, suspend or censure the Member. 7.4 Where multiple sanctions are proposed and none receives the support of a two-thirds majority, but the combined votes in favour of imposing any sanction equal or exceed two-thirds of those present and entitled to vote, the least restrictive
7.5
7.6 7.7
8. 8.1
proposed sanction shall be deemed to have been adopted. The Committee’s decision, including reasons, shall be communicated to the Member, in writing, within 7 days thereof. The Member may lodge an appeal, in writing, within 30 days of receiving the decision. The Committee shall consider the appeal at its next meeting and may confirm, alter or set aside the decision. The outcome of the appeal shall be communicated to the Member, in writing, within 7 days of the decision and which decision shall be final and binding.
GOVERNANCE AND ETHICS This clause sets out the standards of governance, ethics, and accountability that shall be expected of all Committee Members, members of the Executive, and the staff of the Union. 8.2 Conflict of Interest 8.2.1 All Committee Members or members of the Executive shall promptly declare any actual, potential, or perceived conflicts of interest, including those arising from family, employment, business, or personal relationships that could influence decisions or deliberations of the Committee or the Executive. 8.2.2 A conflicted Committee Member or member of the Executive must recuse themselves from all discussion, voting, or participation in the relevant matter. 8.2.3 No Committee Member or member of the Executive may use their position or authority as a Committee Member or member of the Executive to obtain improper benefit for themselves, their family, or their employer. 8.3 Related Parties on the Committee 8.3.1 Any family relationships, close personal associations, or employment-related relationships between Committee Members or members of the Executive must be declared in writing at the time of those Committee Members’ or Executive members’ nominations or co-options and recorded in the minutes. 8.3.2 Such Members’ relationships do not disqualify those Members from being appointed as Committee Members or members of the Executive or participating in the activities of the Committee or the Executive, but the Committee and the Executive shall remain vigilant to avoid voting blocs, bias or perceptions of bias. 8.4 Business Dealings with the Union
8.4.1
Committee Members or members of the Executive may provide goods or services to the Union if: 8.4.1.1 the terms are demonstrably fair, reasonable and competitive; and 8.4.1.2 the arrangement is approved by the Committee with the conflicted Committee Member or member of the Executive recusing themselves from all related discussions and decisions. 8.4.2 The Committee shall record in the minutes the basis for approving any such arrangement. 8.5 Communications and Moderation 8.5.1 The Committee shall adopt and maintain a Communications and Moderation Policy, delegating responsibility for the Union’s official platforms. 8.5.2 Content that is discriminatory, abusive, defamatory, or threatens reputational harm to the Union or Schools shall be immediately removed, subject to subsequent review by the Committee. 8.5.3 All moderation actions are subject to review and oversight by the Committee. 8.6 Appointment of Paid Staff 8.6.1 The Union may, as required and subject to available funds, employ and remunerate staff on a contractual basis (monthly, bi-annually, or annually). All such positions shall be advertised, and the process for renewal or non-renewal of contracts shall be clearly communicated, including timelines for advertising vacancies. 8.6.2 The appointment of any paid employee of the Union shall be conducted by a sub-committee specifically constituted for that purpose, which shall be known as the Appointments Committee. 8.6.3 The Appointments Committee shall include: 8.6.3.1 the President or a nominee thereof; 8.6.3.2 at least 2 other Committee Members; and 8.6.3.3 a representative of either School’s human resources department if the role is shared with that School. 8.6.4 Where the appointment is not shared with either School, the Appointments Committee should seek the support of the Schools’ human resources department as may be appropriate. 8.6.5 The Appointments Committee shall have delegated authority to conduct shortlisting, interviewing, and final selection, subject to applicable labour law and human resources practice. 8.6.6 The Appointments Committee shall create a shortlist of
8.6.7
8.6.8
8.6.9
9. 9.1
9.2
9.3
9.3.1 9.3.2 9.3.3
9.4
9.5
candidates for the relevant employment position and deliver that list to the Committee together with the curriculum vitae of the shortlisted candidates and any other relevant information. The Committee shall consider the shortlisted candidates and provide a recommendation to the Appointments Committee regarding which candidate it believes to be suitable and appropriate for appointment. The Appointments Committee shall consider the Committee’s recommendation before making its final selection from the shortlisted candidates. The Committee shall be informed of the outcome by the Appointments Committee. If the Appointments Committee cannot reach a decision between two final candidates, the matter shall be referred to the Committee for resolution. Once an appointment is concluded in accordance with this clause 8.6, it shall not be subject to retrospective challenge by Members who were not part of the Appointments Committee, provided the process followed was fair, reasonable, transparent, and consistent with this Constitution. GENERAL Only Members of the Union shall be entitled to obtain or wear the Old Boys’ colours. All functions and activities of the Union shall be restricted to Members who may, with the prior approval of the Committee, introduce guests. The Committee may from time to time set conditions for the introduction of guests as it deems appropriate. No alteration to the constitution shall be made except by a majority vote of Members with voting rights as per clause 5.5 and in good standing, present in person, virtually or by proxy (granted to a Member in good-standing with voting rights) at an AGM or SGM. At least 10 days’ notice of the proposed alteration shall be: posted at the Bill Bowden Pavilion; published by advertisement on the websites of the Schools and the Union; and in the sole discretion of the Committee, delivered to Members by any practical electronic means. Every Member shall ensure that their address and any other pertinent details, or any changes thereto, are recorded with the Secretary. No Member shall have any right, title, or interest to or in the
9.6
9.7
9.8
9.9
property or funds of the Union. Every Committee Member, officer, agent, or employee of the Union shall be indemnified out of the Union’s funds against all costs, charges, expenses, losses, and liabilities incurred in the conduct of the Union’s business or in the discharge of their duties. No such person shall be liable for the acts or omissions of any other person, for any loss due to defect of title to any property acquired by the Union, for the insufficiency of any security in which Union funds are invested, or for any loss not resulting from their own willful misconduct or gross negligence. With the approval of the Committee and subject to such conditions as the Committee may determine from time to time, Old Boys residing outside Cape Town may establish branches of the Union in their respective areas. With the approval of the Committee, and after consideration of all details of the proposal furnished by the proposers, Members shall be permitted to form clubs, societies, and similar organisations within the ambit of the Union, subject to such conditions as may be determined by the Committee from time to time. The words “Wynberg Old Boys” may be included in the title of such organisations. In the event of the dissolution of the Union, the Members shall decide on the disposal of the Union’s assets at a SGM called for that purpose, in accordance with applicable laws and regulations.