48-FJ HOLDEN CLUB OF S.A.

Transcription

1 48-FJ HOLDEN CLUB OF S.A. Inc. RULES

2 48-FJ Holden Club of S.A. Inc. RULES Page 2 of 12 TABLE OF CONTENTS 1. Club name, colours and logo 2. Definitions 3. Objects and purposes 4. Powers 5. Membership 6. Conditional registration of historic vehicles (CRHV) 7. Committees 8. The seal 9. Meetings 10. Minutes 11. Dispute resolution 12. Finance and financial reporting 13. Prohibition against securing profits for members 14. Risk management 15. Rules 16. By-laws 17. Winding up of the Club 18. Application of surplus assets

3 48-FJ Holden Club of S.A. Inc. RULES Page 3 of ORGANISATION NAME AND CLUB COLOURS a. The name of the Club is 48-FJ Holden Club of S.A. Inc. b. The colours of the Club shall be a combination of gold, red and navy blue. c. The Club logo, as depicted on the front cover of these Rules, is the property of the Club and may only be used on Club approved apparel, merchandise and documentation. 2. DEFINITIONS a. 48-FJ Holden means a 48 series, 50 series and/or FJ series Holden vehicle. b. Act means the Associations Incorporation Act of c. annual general meeting means the meeting held once a year for the election of Club committee members and for consideration of any other matters that would otherwise be dealt with in a special meeting. d. Club means the 48-FJ Holden Club of S.A. Inc. e. country means a location further than 80 kilometres from the General Post Office, Adelaide. f. executive committee means the president, vice-president, secretary and treasurer. g. general committee means all those holding an elected position in the Club. h. general meeting means the regular monthly meeting of the Club. i. member means a financial member of the 48-FJ Holden Club of S.A. Inc. j. month or monthly means a calendar month. k. special meeting means an additional meeting called to consider matters relating to the Rules, the By-laws, or any other matter that cannot, or should not, be dealt with in a general meeting. 3. OBJECTS AND PURPOSES a. To promote the preservation, restoration and presentation of 48-FJ Holdens in as near to original condition as possible. b. To encourage co-operation and participation in responsible joint activities with other car clubs and organisations. c. To act as a recognised motor vehicle club for the conditional registration of historic vehicles. d. To provide members with information and assist them in the restoration and maintenance of their vehicles. e. To promote an enjoyable and social atmosphere for Club members and their families. 4. POWERS The Club has the power to: a. Acquire, hold, deal with and dispose of any property which includes land, money or other assets.

4 48-FJ Holden Club of S.A. Inc. RULES Page 4 of 12 b. Administer any property on trust. c. Open and operate any bank accounts as deemed acceptable by the executive committee. d. Invest money in a form of investment as deemed acceptable by the executive committee. e. Borrow money upon such terms and conditions as the Club sees fit, subject however to the approval of the majority of members present and voting at a special meeting or annual general meeting. f. Give such security for the discharge of liabilities incurred by the Club as the Club sees fit, subject however to the approval of the majority of members present and voting at a special meeting or annual general meeting. g. Appoint agents to transact any business of the Club on its behalf as deemed acceptable by the executive committee. h. Enter into any other contract the Club considers necessary or desirable and deemed acceptable by the committee and passed by a majority of members voting at any type of meeting. i. Undertake all lawful activities to achieve its objectives. 5. MEMBERSHIP 5.1 Eligibility a. Membership is available to persons, 16 years of age and over, who own a 48-FJ Holden in as near to original specification as possible. b. Membership is also available to persons, 16 years of age and over, who can demonstrate a genuine interest in 48-FJ Holdens, but who do not currently own one of these vehicles. 5.2 Admission The executive committee shall admit a person to membership of the Club upon receipt of a joining fee and an annual subscription, subject to the following conditions: a. that the person has completed and submitted the official membership form as required by the executive committee, and has been proposed by two financial members of the Club; b. that the person has attended at least one meeting of the Club as a visitor, with their name and address recorded in the members book, one month prior to the application being considered for approval by the executive committee. The executive committee may waive the requirements for attendance at one meeting in the case of application for membership from the country, interstate or overseas; c. that a person s membership is approved at a general meeting; d. that membership applications may be rejected by the executive committee, after discussion, without assigning a reason for the rejection. 5.3 Types of membership The Club has three types of membership: single membership, family membership and life membership.

5 48-FJ Holden Club of S.A. Inc. RULES Page 5 of 12 a. Single membership i. This is for one person, 16 years of age and over, who shall have full voting rights and the privilege of conditional registration. ii. Single membership includes any of such person s children under the age of 18 years, who shall not have voting rights, nor hold any executive position in the Club, nor have the privilege of conditional registration for a vehicle, but shall be eligible to take part in all social activities of the Club. b. Family membership i. This is for two adult partners, who shall each have full voting rights and each have the privilege of conditional registration. ii. Family membership includes any of the adult partners children under the age of 18 years, who shall not have voting rights, nor hold any executive position in the Club, nor have the privilege of conditional registration for a vehicle, but shall be eligible to take part in all social activities of the Club. iii. Should one of the partners in a family membership cease to be a member, the remaining partner shall revert to single membership. c. Life membership i. Life membership may be granted to a person who has been a member of the Club for a period of at least 15 years and who, in the opinion of the executive committee, has rendered outstanding service to the Club. ii. Under exceptional circumstances, life membership may also be granted to a person who has been an active member of the Club for a period of less than 15 years, but more than 10, and who, in the opinion of the executive committee, has rendered outstanding service to the Club. iii. A proposal to grant life membership to a member shall be made in writing, not less than 28 days before an annual general meeting or special meeting, and shall include a summary of services rendered to the Club by that member, shall be signed by at least three other members and shall then be considered by the executive committee. iv. If the proposal is recommended by the executive committee and is accepted in a secret ballot by a majority of the members present at an annual general meeting or special meeting, the nominated member shall be a life member of the Club. v. No life member, nor their partner, if family membership is involved, shall be required to pay subscriptions in respect of any subsequent financial year, but they shall retain all the privileges of their membership. vi. In the event of the death of a life member, their partner, if family membership is involved, shall revert to single membership, but shall retain all the privileges of life membership. 5.4 Subscriptions a. The subscription fees for each type of membership shall be at such a rate as determined at the May meeting of the Club, but shall be payable as from 1 July.

6 48-FJ Holden Club of S.A. Inc. RULES Page 6 of 12 b. i. There will be a once only joining fee at such a rate as the executive committee may determine from time to time for each new member, subject to confirmation at the May meeting of the Club. ii. A partner joining at a later date, so as to change a single membership into a family membership, shall not attract an additional joining fee, but will incur upgrade costs, as determined by the treasurer. iii. A member re-joining after a period of twelve months non-membership will attract the current joining fee. c. The financial year of the Club shall run from 1 July to 30 June. d. All membership renewals and subscriptions are due as at 1 July each year, and must be fully paid by 31 August. Any member whose subscription fee is deemed to be unpaid by 31 August shall cease to be a member of the Club. The executive committee may reinstate such a person s membership on such terms as it thinks fit. e. Pro rata subscription fees are available to new members that join the Club during the financial year. The pro rata amount paid is to be determined by the executive committee and calculation of the subscription fee is based on the remaining months in the financial year as the committee sees fit. f. Life members, as are their partners, are not required to pay annual subscription fees. However, they are deemed to be financial members of the Club and as such are granted the privileges of fully paid-up membership. Existing life members shall be deemed to have family membership. 5.5 Cessation of membership a. A person ceases to be a member of the Club if that person fails to renew membership by 31 August. b. Any member may resign from the Club at any time by giving to the executive committee notice in writing to that effect, and such resignation shall be deemed to take effect from the time when such notice is received by the executive committee. Upon resignation taking effect, the member will forfeit all right to any claim upon the Club and its property and funds. c. The resignation, termination or suspension of membership shall not relieve the member from the obligation to pay any money owing by the member to the Club at the time of resignation, termination or suspension of membership, or subsequently becoming payable to the Club by virtue of obligation which arose before that time. d. Before suspending or terminating the membership of any member, the executive committee shall give the member written notice of the grounds. The member will then have 28 days upon receiving the notice, to apply in writing to the executive committee to have the suspension or termination reviewed at a special meeting. e. If the registered owner of a conditionally registered vehicle ceases to be a member of the Club, then conditional registration for that owner will cease at termination of membership. The Registrar of Motor Vehicles will be notified in writing of the resignation, termination or suspension of membership of members of the Club. Driving or causing the vehicle to be driven, whilst the

7 48-FJ Holden Club of S.A. Inc. RULES Page 7 of 12 owner is not a member of a the Club, is a contravention of the conditions of registration. f. If in the opinion of the executive committee it is undesirable in the interest of the Club that a person should continue to be a member, the executive committee may decline to accept any further subscriptions from such a member. g. Any resigning member holding any Club assets shall consult with the executive committee with regard to the return of such assets. 5.6 Register of members A register of members must be kept and contain a. the name and address of each member, b. the date on which each member was admitted to the Club, and c. if applicable, the date of and reason(s) for termination of membership. 6. CONDITIONAL REGISTRATION OF HISTORIC VEHICLES (CRHV) The Club has been granted the status of a recognised motor vehicle club by the Registrar of Motor Vehicles SA. As long as the Club remains recognised by the Registrar of Motor Vehicles, it is thus eligible to issue Club approvals to its members for Conditional Registration of Historic Vehicles (CRHV) in accordance with the Motor Vehicles Act and Regulations. 7. COMMITTEES 7.1 Appointment a. The executive committee shall consist of president, vice-president, secretary and treasurer. b. The general committee shall include the executive committee and such others as are decided at an annual general meeting or a special meeting. c. All officers shall cease to hold office at the annual general meeting, but shall be eligible for re-election. d. The public officer shall be the treasurer of the Club unless the executive committee determines otherwise, and shall be responsible for carrying out the duties of a public officer as set down in the Associations Incorporation Act of e. Notice of appointment and any change in the identity or address of the public officer are to be lodged to the appropriate authority within one month after the change. 7.2 Powers and duties of the executive committee a. The executive committee shall have the powers and duties of managing the affairs of the Club, subject to these rules and to resolutions of annual general meetings and special meetings which have not been rescinded. b. On the failure of any one of the executive committee to satisfactorily fulfil their assigned function, their duties shall be divided amongst other executive

8 48-FJ Holden Club of S.A. Inc. RULES Page 8 of 12 members until a replacement is duly elected at an annual general meeting or a special meeting. c. Subject to a. and b. the executive committee may, amongst other things: i. prescribe and allocate their respective duties; ii. make decisions and arrangements for conducting the affairs of the Club; iii. appoint a public officer and remove a person from office as public officer; iv. terminate the membership of any person who acts in a manner detrimental to the aims of the Club. d. Neither the Club nor any officer of the Club shall be liable to prosecution, or to any action for damages or breach of contract, or to an injunction order or judgment of a court at the insistence of any member or other person for anything: i. done in pursuance of the Rules or intended or purported pursuance of the Rules or other power or authority; ii. omitted to be done which by the Rules or by reason of some power or authority should have been done; iii. done as a Club or as a committee member or in their individual capacity. e. The executive committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Club on which these rules are silent. 7.3 Proceedings of the executive committee a. Questions arising at any meeting of the executive committee shall be decided by a majority of votes, and in the event of equality of votes, the president shall have a casting vote in addition to a deliberative vote. b. A quorum for a meeting of the executive committee shall be a majority of the members of that committee. c. A member of the executive committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Club must disclose the nature and extent of that interest to that committee as required by the Act, and shall not vote with respect to that contract or proposed contract. 7.4 Disqualification of executive committee members The office of an executive committee member shall become vacant if the executive committee member is: a. disqualified from being an executive committee member by the Act; b. suspended or terminated as a member under these Rules; c. permanently incapacitated by ill-health; d. absent without apology for more than four meetings in a financial year; 7.5 Disqualification of general committee members a. The executive committee shall have the right to make a position vacant if a general committee member becomes ineligible under the conditions of rule 7.4.

9 48-FJ Holden Club of S.A. Inc. RULES Page 9 of THE SEAL a. The common seal of the Club shall not be affixed to any document or paper except in accordance with a resolution of a special meeting of the Club or in accordance with a resolution of the executive committee. b. Moreover, the common seal shall not be affixed to any document or paper except in the presence of at least two members of the executive committee, who shall sign the document or paper in their respective capacities. c. Every use of the seal shall be recorded in the minutes of a Club meeting. 9. MEETINGS 9.1 Annual general meeting The annual general meeting of the Club shall be held not later than 31 August each year. Not less than 28 days notice of the time and place appointed for such a meeting shall be given in writing to each member. The business to be transacted at each annual general meeting shall include: a. minutes of the previous annual general meeting; b. executive committee s annual report; c. treasurer s annual report; d. auditor s report; e. election of officers; 9.2 Special meetings a. A special meeting of the Club shall be convened whenever the president so directs or whenever not less than five full members so request in writing. b. Not less than seven days notice of the time and place appointed for such meeting shall be given in writing to each member, and such notice shall specify the business to be considered at the meeting. 9.3 General meetings General meetings of the Club shall be held as and when arranged by the executive committee. 9.4 Quorum a. The number of members that shall constitute a quorum at any annual general meeting, special meeting or general meeting of the Club, shall be stated in a by-law. b. A motion may be carried by a majority of the members present and voting at such meetings. 9.5 Voting at meetings a. Subject to these rules, every member of the Club has only one vote at a meeting of the Club. b. Proxy voting is only allowable through a decision of the executive committee, and must be minuted.

10 48-FJ Holden Club of S.A. Inc. RULES Page 10 of 12 c. Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting. d. Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands. 9.6 Poll at general meetings a. If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question. b. A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting. 10. MINUTES a. Proper minutes of all proceedings of general meetings, special meetings, annual general meetings and executive committee meetings, shall be recorded within 28 days after the relevant meeting. b. The minutes kept pursuant to this rule must be confirmed by the members of the Club or the members of the committee (as relevant) at a subsequent meeting. c. The minutes kept pursuant to this rule shall be signed by the person who chaired the meeting at which the proceedings took place, or by the person chairing the next succeeding meeting at which the minutes are confirmed. d. Where minutes are entered and signed, they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid. 11. DISPUTE RESOLUTION a. The dispute resolution procedure set out in this rule applies to disputes under these Rules between: i. a member and another member; ii. a member and the Club. b. The party raising the dispute must have been a member of the Club for at least six months before the dispute occurred. c. The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 28 days after the dispute comes to the attention of all of the parties. d. If the parties are unable to resolve the dispute at the meeting, the parties must meet and discuss the dispute before an independent third person agreed to by the parties.

11 48-FJ Holden Club of S.A. Inc. RULES Page 11 of FINANCE AND FINANCIAL REPORTING 12.1 Financial management a. The income, property and funds of the Club shall be solely under the control of the Club. b. The Club shall not borrow money except in accordance with a resolution passed at an annual general meeting or special meeting Accounts to be kept a. The Club shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Club in accordance with regulation 8 of the Associations Regulations. b. The Club shall maintain a cheque account at such bank as the executive committee approves. All money received by the Club shall be deposited in such bank account. All cheques drawn shall be signed by two members of the executive committee Financial year The financial year of the Club shall be the period of twelve months commencing on 1 July and ending of 30 June Financial auditing and reporting a. At the close of each financial year, the treasurer shall prepare a summary of the receipts and payments for that year. b. The executive committee shall arrange for the treasurer s accounting records to be audited at least once each year. The auditor shall report to the annual general meeting the results of this audit, and state whether the treasurer s summary of receipts and payments is in agreement with the accounting records. 13. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS The income and capital of the Club shall be applied exclusively to the promotion of its objects, and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Club. 14. RISK MANAGEMENT The Club shall have a risk management officer, who will manage a risk management policy and report to the executive committee.

12 48-FJ Holden Club of S.A. Inc. RULES Page 12 of RULES a. Any proposal to amend the Club Rules shall be submitted in writing to the executive committee, who will arrange for the proposal to be considered at an annual general meeting or a special meeting. b. The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act. c. The registered rules shall bind the Club and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof. 16. BY-LAWS Any proposal to amend the Club By-laws shall be submitted in writing to the executive committee, who will arrange for the proposal to be considered at an annual general meeting or a special meeting. 17. WINDING UP The Club may be wound up in the manner provided for in the Act. 18. APPLICATION OF SURPLUS ASSETS a. If after the winding up of the Club there remain surplus assets, as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members, or the Club may determine to distribute surplus assets to nominated charities. b. Such organisation or organisations, charity or charities, shall be identified and determined by a resolution of members in a general meeting. Dated: 21 March 2012