Western Australian Speedway Commission Incorporated CONSTITUTION

Transcription

1 Western Australian Speedway Commission Incorporated CONSTITUTION with effect from 10 th December

2 CONTENTS RULES OF COMMISSION 1. NAME OF ASSOCIATION 3 2. OBJECTS OF COMMISSION 3 3. POWERS OF COMMISSION 3 4. APPLICATION OF INCOME 4 5. WINDING UP OF COMMISSION 4 6. DEFINITIONS 4 7 INTERPRETATION 6 8 MEMBERSHIP OF COMMISSION 7 9 REGISTER OF MEMBERS OF COMMISSION 9 10 SUBSCRIPTION AND FEES APPLICATION FOR MEMBERSHIP COMPOSITION OF THE BOARD APPOINTMENT RETIREMENT AND REMOVAL OF COMMISSIONERS APPOINTMENT OF ELECTED COMMISSIONERS APPOINTED COMMISSIONERS AND CASUAL VACANCIES DUTIES AND POWERS OF THE BOARD PROCEEDINGS OF THE BOARD AND ADVISORY COMMITTEES QUORUM AND PROCEEDINGS AT GENERAL MEETINGS MINUTES OF MEETINGS OF COMMISSION VOTING RIGHTS OF MEMBERS OF COMMISSION PROXIES OF MEMBERS OF COMMISSION CONSTITUTION COMMON SEAL OF COMMISSION DISPUTES AND MEDIATION RECORDS AND ACCOUNTS INSPECTION OF RECORDS, CUSTODY OF AND ACCESS TO AUDITOR INDEMNITY CHIEF EXECUTIVE OFFICER 22 Page 2

3 CONSTITUTION OF Western Australian Speedway Commission Incorporated PART I OBJECTIVES AND POWERS 1. NAME OF ASSOCIATION The name of the Association is the Western Australian Speedway Commission Incorporated, herein after referred to as the Commission. 2. OBJECTS OF COMMISSION The objects of the Commission are to: a) Promote and advocate for safe speedway activities across Western Australia. b) Provide independent and impartial advice, and work with members to continually improve safety and delivery of speedway. c) Develop partnerships with State and Local Government, national and local industry organisations, and other stakeholders in relation to speedway risk and safety. d) Develop and implement systems, specifications and guidelines for the speedway industry in Western Australia in accordance with the Safety Governance Framework. e) Develop and deliver speedway training and accreditation programs for stewards, officials, scrutineers and for other related key positions. 3. POWERS OF COMMISSION The powers conferred on the Commission are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Commission may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may: a. acquire, hold, deal with, and dispose of any real or personal property; b. open and operate bank accounts; c. invest its money; i. in any security in which trust monies may lawfully be invested; or ii. in any other manner authorised by the rules of the Commission; d. borrow money upon such terms and conditions as the Commission thinks fit; e. give such security for the discharge of liabilities incurred by the Commission as the Commission thinks fit; f. appoint agents to transact any business of the Commission on its behalf; g. enter into any other contract it considers necessary or desirable; and h. act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the Commission. Page 3

4 4. APPLICATION OF INCOME Except as prescribed in this constitution: a. no portion of the income or property of the Commission shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to any Member; b. the property and income of the Commission shall be applied solely towards the promotion of the objects of the Commission and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects; c. no remuneration or other benefit in money or money's worth shall be paid or given by the Commission to any Member who holds any office of the Commission; and d. nothing contained in paragraph (a) or (b) shall prevent payment in good faith to any Member for: i. any services actually rendered to the Commission whether as an employee or otherwise; ii. goods supplied to the Commission in the ordinary and usual course of operation; iii. interest on money borrowed from any Member; iv. rent for premises demised or let by any Member to the Commission; v. any out-of-pocket expenses incurred by the Member on behalf of the Commission; or vi. any other reason; provided that any such payment shall not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm's length in a similar transaction. 5. WINDING UP OF COMMISSION If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association/s incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the Members. PART II DEFINITIONS AND INTERPRETATION 6. DEFINITIONS In this Constitution, unless the contrary intention appears: Administrator means the Person or Public Officer who, subject to confirmation by the Board, assumes the functions of the Chief Executive Officer under this Constitution where the Commission does not have a Chief Executive Officer; Act means the Associations Incorporation Act 1987 Affiliate Association means a Division or a Track Operator that delivers speedway in Western Australia and who affiliates with the Commission Page 4

5 Affiliate Independent Member means any person/group/association/organisation, who affiliate with the Commission as a non-voting member in accordance with Rule 8 Page 5 Annual General Meeting is the meeting convened under paragraph (b) of Rule 18 Appointed Commissioner means those Commissioners referred to in Rule 15 who are appointed in accordance with this Constitution Commission means the Commission referred to in Rule 1 Board means Board in accordance with this constitution Board Meeting means a meeting referred to in Rule 17 Commissioner means a member of the Board of Commissioners elected, appointed or co-opted in accordance with this Constitution and includes any persons acting in those capacities from time to time Chairperson means in relation to the proceedings at a Board Meeting or General Meeting, the person presiding at the Board Meeting or General Meeting in accordance with Rule 12 Chief Executive Officer means the most senior person employed by the WA Speedway Commission Inc appointed by the Board, to conduct the affairs of the Commission and implement its policies. Where the Commission does not have a Chief Executive Officer, the next most Senior Person or Public Officer will, subject to confirmation by the Board, assume the functions of the Chief Executive Officer under this Constitution Commission means the Western Australian Speedway Commission Inc Department means the government department with responsibility for administering the Act Deputy Chairperson means in relation to the proceedings at a Board Meeting or General Meeting, the person appointed by the Board to act in the role of Deputy Chairperson in accordance with Rule 12 Elected Commissioner means those Commissioners referred to in Rule 14, who are elected in accordance with this Constitution Event Permit means the permit provided in accordance with Rule 10 Financial Statements means the financial accounts of the Commission including the profit and loss accounts and the balance sheets of the Commission for the relevant financial year Financial Year means the period commencing 1 July and ending on 30 June the following year General Meeting means any Special General Meeting of the Commission to which all Members are invited Intellectual Property means all rights subsisting in copyright, business names, names, trademarks (or signs), logos, designs, equipment including computer software, images (including photographs, videos or films) or service marks relative to the Commission or any activity of or conducted, promoted or administered by the Commission in Western Australia

6 Member means an Affiliate Association (who is incorporated un the Act) or Affiliate Individual Member, and who is a member of the Commission, for such time as that Member remains so Affiliate under this Constitution, in accordance with Rule 8 Ordinary Resolution means a resolution other than a special resolution Representative means an individual of an Affiliate Member Commission nominated from time to time in writing, by that Affiliate Member to attend and vote at General Meetings on behalf of that Affiliate Member, in accordance with Rule 8 Rules means the Rules of the Commission as authorised by this Constitution Seal means the common seal of the Commission and includes any official seal of the Commission Special General Meeting means a General Meeting other than the Annual General Meeting Special Resolution means a resolution passed in accordance with section 24 of the Act, or if no definition or procedure is specified in the Act, a resolution passed by a majority of three quarters of the votes cast where at least 21 days notice of the resolution has been given to those entitled to notice under this Constitution Track Licensee means any individual or corporate body licensed by the Commission from time to time pursuant to Rule INTERPRETATION In this Constitution: a. a reference to a function includes a reference to a power, authority and duty; b. words importing the singular include the plural and vice versa; c. references to persons include corporations and bodies politic; d. references to a person include the legal personal representatives, successors and permitted assigns of that person; e. a reference to an Australia state includes a reference to an Australia territory; f. a reference to "writing" shall unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail; and g. any matters of ambiguity relating to this Constitution, shall be resolved by the Board in its sole discretion. Page 6

7 8. MEMBERSHIP OF THE COMMISSION 8.1 There are two classes of membership of the Commission known as Affiliate Members and Affiliate independent members. 8.2 Affiliate Member means a Division or a Track Operator that delivers speedway in Western Australia and who affiliates with the Commission in accordance with this constitution. Affiliate Members shall be represented by a Representative, who shall have the right to be present, debate and vote on behalf of that Club at General Meetings. 8.3 Affiliate Independent Member means any person/group/association/organisation, who affiliate with the Commission as a non-voting member in accordance with Rule The Board may create new classes of membership and determine the right and obligations that apply to those classes. 8.5 Affiliate membership of the Commission is subject to pay any annual fee determined by the commission as per sub rule The Commission must keep and maintain a register of Members in accordance with section 27 of the Act at the office of the Commission. The register is to be available for inspection by Members and Participating Members and Commissioners during normal business hours but no Member or Participating Member is entitled to remove the register from the office of the Commission. 8.7 The Board may from time to time, in accordance with Rule 10: a. set fees payable for admission as a Member; b. set an annual fee for Track Licenses and Event Permits and renewal of membership; c. set any other fees for activities supporting the objectives of the Commission; d. determine the terms and conditions attaching to those payments including the manner and time for payment; and e. determine the benefits available to Members 8.8 A Member may resign by notice in writing to the Commission which resignation takes effect from the date of receipt or such later date stated in the notice. 8.9 A person who ceases to be a Member remains liable to the Commission for the amount of any subscription due and unpaid The voting entitlement of all categories of membership at any Election or Special Resolution or Special General Meeting or at any General Meeting shall be determined in accordance with Rule Any change to the Membership Criteria and Voting Entitlements will be in accordance with sub-rule 8.2. Page 7

8 8.12 To be eligible for membership, an Affiliate Member must be: a. incorporated at the time of applying for membership under this constitution; and b. resident or situated in the state in which the Commission is incorporated and as per Rule To be eligible for membership, Affiliate Independent Members must be: a. resident or situated in the state in which the Commission is incorporated Any dispute or uncertainty as to the application of this Constitution to an unincorporated Member shall be resolved by the Board in its sole discretion An application for Affiliation must; a. be completed by the applicant or its nominated representative and lodged with the Commission, in writing on the appropriate form, or as otherwise prescribed from time to time; b. be accompanied by the appropriate fee, if any; c. provide a copy of the applicant's constitution and register of members; and d. provide details of its nominated Representative Discretion to Accept or Reject Application a. The Board must consider each application made under Rule 8 at a Board meeting and must at that Board meeting or the next Board meeting accept or reject that application. b. An applicant whose application for membership of the Commission is rejected under Rule 8 must, if they wish to appeal against that decision, give notice to the Administrator of the intention to do so within a period of 14 days, from the date they are advised of the rejection. c. When notice is given under Rule 8, the Commission in a General Meeting no later than the next Annual General Meeting, must either confirm or set aside the decision of the Board to reject the application, after having afforded the applicant who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Commission in the General Meeting. d. Membership of the Commission shall be deemed to commence upon acceptance of the application by the Commission in accordance with Rule 8. The Board shall immediately amend the register of Members accordingly. e. If the Board rejects an application, it shall refund any fees forwarded with the application, and, subject to Rule 8, the application shall be deemed rejected by the Commission Termination of membership of the Commission Membership of the Commission may be terminated upon: a. receipt by the Commission of a notice in writing from a Member of their resignation from the Commission. A Member remains liable to pay to the Commission the amount of any subscription due and payable by that Member to the Commission but unpaid at the date of termination; Page 8

9 b. non-payment by a Member of their subscription within three months of the date fixed by the Board of Commissioners for subscriptions to be paid; or c. expulsion of a Member in accordance with Rule Suspension or expulsion of Members of Commission a. If the Board considers that a Member should be suspended or expelled from membership of the Commission because their conduct is detrimental to the interests of the Commission, the Board must communicate, either orally or in writing, to the Member: I. notice of the proposed suspension or expulsion and of the time, date and place of the Board Meeting at which the question of that suspension or expulsion will be decided; and II. particulars of that conduct not less than 30 days before the date of the Board Meeting referred to in paragraph (i). b. At the Board Meeting referred to in a notice communicated under Rule 8, the Board may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Board, suspend or expel or decline to suspend or expel that Member from membership of the Commission and, immediately after deciding whether or not to suspend or expel that Member, communicate that decision in writing to that Member. c. Subject to Rule 8, a Member has their membership suspended or ceases to be a Member 14 days after the day on which the decision to suspend or expel a Member is communicated to him or her under Rule 8. d. A Member who is suspended or expelled under Rule 8 must, if they wish to appeal against that suspension or expulsion, give notice to the Board of Commissioners of their intention to do so within the period of 14 days referred to in sub-rule 8.19 (c). e. When notice is given under sub-rule 8.19 (d): I. the Commission in a General Meeting, must either confirm or set aside the decision of the Board to suspend or expel the Member, after having afforded the Member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Commission in the General Meeting; and II. the Member who gave that notice is not suspended or does not cease to be a member unless, and until the decision of the Board to suspend or expel them is confirmed under this sub-rule. 9. REGISTER OF MEMBERS OF THE COMMISSION 9.1 The Administrator, on behalf of the Commission, must comply with section 27 of the Act by keeping and maintain up to date register of the members of the Commission and their postal or residential/registered business addresses and, upon the request of a Member of the Commission, shall make the register available for the inspection of the Member and the Member may make a copy of or take an extract from the register but shall have no right to remove the register for that or any other purpose. Page 9

10 9.2 The register must be kept and maintained at the Commissions registered address or at any other place as the Members at a General Meeting decide. 9.3 The Commission must cause the name of a person who dies and/or who ceases to be a Member under Rule 8 to be deleted from the register of Members referred to in sub-rule SUBSCRIPTIONS AND FEES The annual membership subscriptions (if any) and fees payable by Members to the Commission and, the time and manner of payment shall be as determined by the Board of Commissioners from time to time. If required by the Commission a fresh application must be made and a fee paid each year Affiliate Members: Track Licences and Event Permits a. The Commission may issue or grant licences in Western Australia to any Affiliate Division or Track Operator, which makes application to the Commission upon such terms and subject to such provisions and conditions as they think fit. If an applicant is granted a licence, the licensee will be bound by and conform to this Constitution and the rules, regulations and by-laws and to such other directions or requirements as the Commission may give or determine. Each and every licensee must apply for a permit from the Commission, before conducting any speedway event or meeting. b. The Commission in its absolute discretion may, upon receiving an application from a Licensee issue or grant a permit/license to that Licensee, to conduct a Speedway meeting/competition/race or event, on such terms and conditions as the they see fit. 11 APPLICATION FOR MEMBERSHIP 11.1 All applications must be made in writing signed by the individual concerned or a duly authorised person on behalf of the affiliate member and must contain the following particulars: i. the name of the applicant. ii. the names of the clubs associated with and or the members of the applicant. iii. such other information as the Commission may require Any applicant for affiliation under this Constitution must satisfy the Commission that the applicant is regularly constituted Any application made pursuant to this Article will be considered by the Commission and if the Commission so resolve the applicant becomes an Affiliate Member. Each Member and all clubs and/or members controlled by each member are bound by and comply with this Constitution and any other rules regulations set by the Board The Board may from time to time by resolution enter into any contract or other arrangement with any Affiliate Member or other Association formed for the purpose of conducting or encouraging Speedway and may by resolution cancel or determine any such contract agreement or other arrangement. Page 10

11 12 COMPOSITION OF THE BOARD 12.1 Subject to the Act and this Constitution the business of the Commission shall be managed, and the powers of the Commission shall be exercised, by the Board. a. The Board must consist of not more than seven (7) Board Members, comprising of three (3) elected Members and a further four (4) appointed by the Board. b. The Board will elect a Chairman from one of their members who will hold office as such until the Board resolves otherwise or he retires from such office or he ceases to be a Commissioner. c. The Board may elect a Deputy Chairman from one of their members who will hold office as such until the Board resolves otherwise or he retires from such office or he ceases to be a Commissioner. d. The Administrator will be entitled to attend all meetings of the Board and all Advisory Committee meetings, however is not entitled to vote at those meetings The Chairman will act as chairman at meetings of the Board provided that if the Chairman is not present within 10 minutes of the time appointed for holding the meeting the Commissioners present may choose one of their numbers to chair the meeting. The Chairman of a meeting of the Board has a deliberative vote and a casting vote. 13 APPOINTMENT RETIREMENT AND REMOVAL OF COMMISSIONERS 13.1 The Board will upon any vacancy occurring in the membership of the Board invite expressions of interest from persons seeking appointment as a Commissioner in such ways as the Board considers appropriate. Within 28 days of the last day specified by the Board for submissions of such expression the Board must provide recommendations of the person or persons the Board proposes to appoint as a Commissioner Members of the Board to be elected Will be elected for a term of three 3 years 13.3 Members of the Board to be appointed Will be appointed for a term of three (3) years 13.4 Commissioners shall be elected or appointed in accordance with this Constitution for terms of three years, and subject to this Constitution, shall hold office from the conclusion of the Annual General Meeting at which they were elected or appointed until the conclusion of the Annual General Meeting at which their term of office expires. Board Members may be re-elected and re-appointed in accordance with this Constitution No person who has been elected as an Elected Director or appointed as an Appointed Commissioner for three consecutive full terms shall be eligible for election or appointment as a Commissioner until the next Annual General Meeting following the date of conclusion of their most recent term as a Commissioner A Commissioner: Page 11 a. may be terminated by vote of a majority of the Commissioners in office;

12 b. may be terminated by written resignation to the Board; c. is terminated if for more than 6 months, the Commissioner is absent without permission of the Board, from meetings of the Board held during that period; or d. is terminated in the event that the Commissioner commits an act of bankruptcy, becomes of unsound mind or is convicted of an offence against the Act or involving fraud or dishonesty The Board may at any time appoint any person to be a Commissioner, either to fill a casual vacancy or as an addition to the existing Commissioners, but so that the total number of Commissioners does not at any time exceed the number determined in accordance with this Constitution. In the event that a person is appointed to fill a casual vacancy that person must resign at the next Annual General Meeting of the Commission but may stand for election or appointment. 14 ELECTED COMMISSIONERS 14.1 Nominations of Candidates Nominations of candidates for election as Commissioners shall be received from current members of the Commission. Nominations shall be: a. Made in writing, signed by 2 authorised officers of an Affiliate Member and accompanied by the written consent of the nominee (which may be endorsed on the form of nomination), and Delivered to the Commission not less than 14 days before the date of the Annual General Meeting Nominees for Commissioner positions on the Board must meet the qualifications as prescribed from time to time by the Board An employee of an Affiliate Member or of the Commission cannot also be a Commissioner Nominations Received: a. If the number of nominations received for the Board is equal to the number of vacancies to be filled or if there are insufficient nominations received to fill all vacancies on the Board, then those nominated shall only be elected if they are elected by the majority of the Affiliate Members by secret ballot. If the nominees are not elected or if there are vacancies to be filled, the position will be deemed to be a Casual Vacancy and filled by the Board in accordance with Rule b. If the number of nominations exceeds the number of vacancies to be filled, a secret ballot shall be taken. The voting shall be conducted by the preferential method as set out in the Policies. c. If insufficient nominations are received to fill all available vacancies on the Board, the Board shall have the Authority to appoint any person to fill the vacancy/s in accordance with Rule Page 12

13 14.5 Voting Procedures The elections shall be by standard preferential ballot and secret ballot (when required) on papers prepared by the Administrator or returning officer appointed. A Person who is eligible for reelection can propose or second him/herself. 15 APPOINTED COMMISSIONERS AND CASUAL VACANCIES 15.1 Appointment of Appointed Commissioners. The Elected Commissioners may appoint up to four Appointed Commissioners. The Appointed Commissioners shall have specific skills as determined by the Board to complement the Board composition. An Appointed Commissioner does not need to be a Member of the Commission Casual Vacancies of the Commissionership A casual vacancy occurs on the Board of the Commission and that office becomes vacant if the Commissioner: a. dies; b. resigns by notice in writing delivered to the Chairperson or, if the Commissioner is the Chairperson, to another Commissioner and that resignation is accepted by resolution of the Board; c. becomes an employee of the Commission; d. is convicted of an offence under the Act; e. is directly or indirectly interested in any contract or proposed contract with the Commission and fails to declare the nature of their interest; f. is permanently incapacitated by mental or physical ill-health; g. in the opinion of the Board in its discretion: i. has acted in a manner unbecoming or prejudicial to the objects and interests of the Commission; ii. would otherwise be prohibited from being a Commissioner of a corporation under the Corporations Law; h. is absent from more than: i. three consecutive Board Meetings; or ii. three Board Meetings in the same financial year without tendering an apology to the person presiding at each of those Board Meetings; of which meetings the Commissioner received notice, and the Board of Commissioners has resolved to declare the office of that Director vacant; or i. is the subject of a resolution passed by a General Meeting of Members terminating his or her appointment as a Commissioner Remaining Commissioners May Act In the event of a casual vacancy or vacancies in the office of a Commissioner or Commissioners, the remaining Commissioners may act but, if the number of remaining Commissioners is not sufficient to constitute a quorum at a meeting of the Board of Commissioners, they may act only for the purpose of increasing the number of Commissioners to a number sufficient to constitute a quorum. Page 13

14 15.4 Casual Vacancies a. In the event of a casual vacancy in the office of an Appointed Commissioner, the Board Appointments Panel will appoint another Commissioner to the vacant office and the person appointed may continue in office in accordance with sub-rule 13.4 b. In the event of a casual vacancy in the office of Elected Commissioner, the Board of Commissioners will appoint a Commissioner to the vacant office and the person so appointed may continue in office in accordance with sub-rule c. In the event of a casual vacancy in the office of Chairperson, the Board of Commissioners may appoint one of their number to the vacant office and the person so appointed may continue in office in accordance with sub-rules 12.3 and DUTIES AND POWERS OF THE BOARD The management and control of the affairs of the Commission are vested in the Board which, without limiting the generality of this statement has the following powers and duties to: 16.1 grant licences and permits to conduct events in Western Australia subject to the Constitution and the rules and/or regulations and/or by-laws upon such terms and conditions as the Board decides and to impose such requirements upon or attach such conditions to the licences and permits as it considers desirable and to give directions to a Licensee as to the conduct of the competition appoint dismiss and fix the salary and terms and conditions of employment of such employees as the Board may from time to time determine and to delegate to any person so appointed any of its powers or duties appoint Advisory Committees composed of such persons as the Board may think fit to perform such duties as the Board may determine and the Board may regulate the proceedings of all such Advisory Committees ensure that minutes are kept of all meetings of the Board and of such other meetings as the Board may from time to time determine keep a correct account of all moneys and other assets belonging to the Commission; to ensure that all moneys received by the Commission are banked in a bank approved by the Board; and to authorise persons to sign cheques on any such bank account and endorse cheques, or approve transactions by electronics means and other documents on behalf of the Commission maintain proper books of account for the Commission and balance them for the purposes of annual audit and otherwise as decided by the Board and to prepare and submit annual accounts to auditors appointed by the Board invest moneys of the Commission not immediately required for the purposes thereof in any form of investment thought appropriate by the Board and from time to time to vary or realise such investments. Page 14

15 Page sell any real or personal property of the Commission whether for cash or on terms and by action or by private contract; to exchange any real or personal property of the Commission for any other property and to buy or take on exchange or otherwise acquire any real or personal property for the Commission and do any such thing on such terms and conditions as the Board thinks fit alter, amend, renovate, demolish, rebuild or otherwise deal with any real or personal property of the Commission on such terms and conditions as the Board thinks fit borrow money for the Commission and give security therefore by mortgage or charge over any property of the Commission make and give receipts releases and other discharges for money payable to the Commission or any other claims or demands of the Commission institute conducts defend compound or abandon any legal proceedings by or against the Commission or against any other person to refer any claims or demands by or against the Commission to arbitration and observe and perform the awards enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts deeds and things as the Board may consider desirable for the proper performance of their duties do all such acts and things and exercise all such powers as are incidental to or expedient for the fulfilment and implementation of the objects of the Commission or as the Board otherwise considers desirable. 16:15 the Board is to cause the Commission to keep and maintain and provide for the use of Members: a. copies of this Constitution and any rules or bylaws as required by section 28 of the Act; and b. a record of all office holders as required by section 29, of the Act. 17. PROCEEDINGS OF BOARD AND ADVISORY COMMITTEES Proceedings of the Board 17.1 The Board of Commissioners must meet together for the dispatch of business as deemed necessary, but not less than eight times per year Each Commissioner has a deliberative vote A question arising at a Board Meeting must be decided by a majority of votes, but, if there is no majority, the person presiding at the Board Meeting will have a casting vote in addition to his or her deliberative vote At a Board meeting, five Commissioners constitute a quorum Subject to this constitution, the procedure and order of business to be followed at a Board Meeting must be determined by the Commissioners.

16 17.6 As required under sections 21 and 22 of the Act, a Commissioner having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Board (except if that pecuniary interest exists only by virtue of the fact that the member of the Board is a member of a class of persons for whose benefit the Commission is established), must: a. as soon as the Commissioner becomes aware of that interest, disclose the nature and extent of that interest to the Board; and b. not take part in any deliberations or decision of the Board with respect to that contract The Administrator must cause every disclosure of a conflict of interest by a member of the Board to be recorded in the minutes of the Board Meeting at which it is made, and in the Conflict Register as applicable Notice of Meetings of Board of Commissioners Not less than ten days notice of a Board Meeting shall be given to each Commissioner. The agenda shall be forwarded to each person entitled to notice not less than seven days prior to that meeting. Proceedings of Advisory Committees 17.9 Advisory Committees may be appointed by the Board to advise the Board on specific technical, operational and regulatory needs of Speedway. The following Advisory Committees may be appointed: a. Track and Grading Advisory Committee; b. Safety and Regulations Advisory Committee; c. Audit and Risk Committee; and d. Any other Committee as determined appropriate by the Board from time to time The specific responsibilities of each Advisory Committee are prescribed in the Business Plan of the Commission as amended from time to time Each Advisory Committee must: a. provide strategic and policy advice to the Board on matters related to the particular Advisory Committee s role; b. provide opinions to the Board, upon request, which may assist the Board to make decisions that are within its jurisdiction; c. provide a two way communication channel for Members, partners, stakeholders and other interested parties to participate in the development of strategic improvement projects; d. be responsible for its own minutes and agenda; and e. provide copies of its minutes to the Board within one week of that Board meeting. Page 16

17 Page Each Advisory Committee may: a. co-opt people to form Project Task Groups to work on specific projects; and b. propose changes in policy to the Board, formulate opinions and report to the Board in the area related to the Committee s specific charter Each Advisory committee will be comprised of a maximum of 7 members at least 1 of whom may be persons who are not directly involved in speedway activities but who have specific skills that are required in order for the Advisory Committee to carry out its duties effectively The Administrator may be a member of an Advisory Committee as deemed appropriate by the Board. The Administrator is not eligible for election as Chairman of an Advisory Committee The Board will appoint the Chair of each Advisory Committee and must call for nominations for each Committee vacancy bi-annually. Each appointment is for a 2 year term and no person is eligible to serve for 3 terms without a break of at least one term A person may serve on more than one Advisory Committee at a time Subject to this Constitution and or the rules, and/or regulations and by-laws an Advisory Committee appointed by the Board may determine its own procedure. If at any meeting the chairman is not present within 10 minutes after the time appointed for holding the meeting, the members of the committee present may choose one of their number to be chairman of the meeting An Advisory Committee may meet and adjourn as it thinks proper. 18 QUORUM AND PROCEEDINGS AT GENERAL MEETINGS 18.1 At a General Meeting one more than 50% of Affiliate Members present in person constitute a quorum If within 30 minutes after the time specified for the holding of a General Meeting in a notice given under Rule 17: a. as a result of a request or notice referred to in sub-rule 17.1 (c) or as a result of action taken under rule 17.3 a quorum is not present, the General Meeting lapses; or b. otherwise than as a result of a request, notice or action referred to in paragraph (a), the General Meeting stands adjourned to the same time on the same day in the following week and to the same venue If within 30 minutes of the time appointed by sub-rule 18.2 (b) for the resumption of an adjourned General Meeting a quorum is not present, the Members who are present in person or by proxy may nevertheless proceed with the business of that General Meeting as if a quorum were present The Chairperson may, with the consent of a General Meeting at which a quorum is present, and must, if so directed by such a General Meeting, adjourn that General Meeting from time to time and from place to place.

18 Page There must not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned When a General Meeting is adjourned for a period of 30 days or more, the Administrator must give notice under Rule 17 of the adjourned General Meeting as if that General Meeting were a fresh General Meeting At a General Meeting: a. an ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands, subject to Rule 18; and b. a special resolution put to the vote will be decided in accordance with section 24 of the Act as defined in Rule A declaration by the Chairperson of a General Meeting that a resolution has been passed as an ordinary resolution at the meeting will be evidence of that fact. 19 MINUTES OF MEETINGS OF THE COMMISSION 19.1 The Administrator must cause proper minutes of all proceedings of all General Meetings and Board Meetings to be taken and then to be recorded within 30 days after the holding of each General Meeting or seven days after a Board Meeting, as the case requires The Chairperson must ensure that the minutes taken of a General Meeting or Board Meeting under sub-rule 19.1 are checked and signed as correct by the Chairperson of the General Meeting or Board Meeting to which those minutes relate or by the Chairperson of the next succeeding General Meeting or Board Meeting, as the case requires When minutes have been recorded and signed as correct under this rule, they are, until the contrary is proved, evidence that- a. the General Meeting or Board Meeting to which they relate (in this sub-rule called "the meeting") was duly convened and held; b. all proceedings recorded as having taken place at the meeting did in fact take place at the meeting; and c. all appointments or elections purported to have been made at the meeting have been validly made. 20 VOTING RIGHTS OF MEMBERS OF THE COMMISSION 20.1 Members Entitled to Vote a. Subject to this Constitution, each Affiliate Member present as per sub-rule 8.3 (a), shall have one deliberative voting entitlement either in person or by proxy at a General Meeting. Commissioners shall have the right to attend and debate at General Meetings. b. Where voting at General Meetings is equal the motion or question is lost. The Chairperson of the meeting has a casting vote Other Members

19 No Affiliate Individual Member or other member as per sub-rules 8.2, 8.3, 8.4 & 8.5 shall be entitled to vote, but is subject to this constitution and in accordance with Rule PROXIES OF MEMBERS OF THE COMMISSION 21.1 An Affiliate Member (in this rule called "the appointing Member") may appoint in writing another Affiliate Member Representative who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any General Meeting An appointment made under sub rule 21.1 must be made by a resolution of the Board of appointing member or other governing body of the appointing Member concerned: a. which resolution is authenticated under the common seal of that Member; and b. a copy of which resolution is lodged with the Administrator A person appointed under sub-rule 21.1 to represent a Member is deemed for all purposes to be an Affiliate Member Representative until that appointment is revoked by that Affiliate Member or, in the case of an appointment in respect of a particular General Meeting, which appointment is not so revoked, the conclusion of that General Meeting. 22 CONSTITUTION 22.1 Constitution Review and Alterations The Commission may alter or rescind the rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act, which is as follows: Page 19 a. Subject to Rule 18, the Commission may alter its rules by special resolution but not otherwise; b. Within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Commission), the Commission must lodge with the Commissioner of the Act notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Commission as so altered conform to the requirements of this Act; c. An alteration of the rules of the Commission does not take effect until Rule 18 is complied with; d. An alteration of the rules of the Commission having effect to change the name of the Commission does not take effect until Rule 18 is complied with and the approval of the Commissioner is given to the change of name; e. An alteration of the Constitution of the Commission having effect to alter the objects or purposes of the Commission does not take effect until Rule 18 is complied with and the approval of the Commissioner is given to the alteration of the objects or purposes; and f. The constitution shall be reviewed prior to the Annual General Meeting in the year ending 2015 from the date of the incorporation of the Commission and thereafter at least, every three years. Amendments to the constitution, as required, arising from the review and its consideration by the Commission shall be presented to a General Meeting no later than the Annual General Meeting in the calendar year ending 31 December 2017.

20 Page This constitution binds every Member and the Commission to the same extent as if every Member and the Commission had signed and sealed this constitution and agreed to be bound by all of its provisions. 23 COMMON SEAL OF COMMISSION 23.1 The Commission must have a common seal on which its corporate name appears in legible characters The common seal of the Commission must not be used without the express authority of the Board and every use of that common seal must be recorded in the minute book referred to in Rule The affixing of the common seal of the Commission must be witnessed by any two of the Chairperson, the Administrator and a Commissioner The common seal of the Commission must be kept in the custody of the Administrator or of such other person as the Board from time to time decides. 24 DISPUTES AND MEDIATION The Board may appoint a mediation committee which need not be comprised of Members to deal with any disciplinary matter referred to it. Such a mediation committee shall operate under the principles expressed in the Commissions Member Protection Policy incorporating the grievance and dispute resolution process. 25 RECORDS & ACCOUNTS 25.1 Commission to Keep Records The Commission shall: a. be responsible for the receipt of all moneys paid to or received by the Commission and must issue receipts for those moneys in the name of the Commission; b. pay all moneys referred to in paragraph (a) into such account or accounts of the Commission as the Board may from time to time direct; and c. make payments from the funds of the Commission with the authority of the Board and in so doing ensure that all cheques are signed by any two persons authorised by the Board Records Kept in Accordance With Act The Commission shall comply with sections 25 and 26 of the Act with respect to the accounting records of the Commission by: a. keeping such accounting records as correct records and explain the financial transactions and financial position of the Commission; b. keeping its accounting records in such manner as will enable true and fair accounts of the Commission to be prepared from time to time; c. keeping its accounting records in such manner as will enable true and fair accounts of the Commission to be conveniently and properly audited; and

21 Page 21 d. submitting to members as required, accounts of the Commission showing the financial position of the Commission at the end of the immediately preceding financial year Custody of Records The Commission shall retain custody of such records, books, documents and securities for at least seven years after the completion of the financial year to which the transactions or operations relate or any such length of time as might be required by law Board of Commissioners to Submit Accounts The Board of Commissioners shall present to the Annual General Meeting the Financial Statements of the Commission in accordance with these Rules Accounts Conclusive The Financial Statements when presented to the Annual General Meeting shall be conclusive except as regards any error discovered in them within three months of that Annual General Meeting Accounts to be Sent to Members The Commission shall cause to be sent to all Members and persons entitled to receive notice of Annual General Meetings of the Commission in accordance with these Rules, a copy of the Financial Statements, the report of the Board of Commissioners, the auditor's report and every other document required under the Act (if any) Negotiable Instruments All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Commission, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by the Commission in such manner as the Board determines. 26 INSPECTION OF RECORDS, CUSTODY OF AND ACCESS TO 26.1 In this rule; a. the Commission record includes all of the Commission s books, documents, records and securities and any other record that is required to be made by these rules and any record the Commission is required to make by law; b. responsible person for a Commission record, means the CEO or a person appointed by the Board instead of the CEO The responsible person for a Commission record must keep it in safe custody and control access to it No member is entitled to possession of any Commission record Members may at any reasonable time inspect the Commissions books, documents, records and securities without charge but cannot remove the books of the Association.

22 27 AUDITOR 28 INDEMNITY a. A properly qualified auditor or auditors shall be appointed by the Board of and their remuneration shall be approved by the Board. The auditor's duties shall be regulated in accordance with the Act, or if no relevant provisions exist under the Act, in accordance with generally accepted principles, and/or any applicable code of conduct. b. The accounts of the Commission shall be examined and the correctness of the profit and loss accounts and balance sheets ascertained by an auditor or auditors at the conclusion of each Financial Year. Every Commissioner, Auditor, Employee and Volunteer of the Commission shall be indemnified out of the property of the Commission against any liability incurred by that person in the capacity of Commissioner, auditor, employee or volunteer in defending any proceedings, whether civil or criminal in which judgement is given in their favour or in which they are acquitted or in connection with any application in relation to any such proceedings in which relief is, under the Act granted to them by the court. 29 CHIEF EXECUTIVE OFFICER 29.1 Appointment of Chief Executive Officer The Board shall appoint a Chief Executive Officer for such term and on such conditions as it thinks fit Chief Executive Officer as Public Officer The Chief Executive Officer or Senior Administration Officer shall act as and carry out the duties of the public officer of the Commission and shall administer and manage the Commission in accordance with this Constitution and the Act Specific Duties The Chief Executive Officer shall: a. as far as is practicable attend all meetings of the Board and all General Meetings of the Commission; b. prepare the agenda for all meetings of the Board and General Meetings of the Commission; c. pursue the Objects of the Commission; and d. regularly report to the Board on the activities of, and issues relating to, the Commission Broad Power to Manage Subject to the Act, this Constitution, the Regulations and any directive of the Board the Chief Executive Officer shall have the delegated power to perform all such things as are necessary or desirable for the proper management and administration of the Commission. No resolution passed by the Commission in General Meeting shall invalidate any prior act Page 22