THE VINTAGE SPORTS CAR CLUB OF W.A. INC CONSTITUTION

THE VINTAGE SPORTS CAR CLUB OF W.A. INC CONSTITUTION CONTENTS: Re-typed copy of a copy of the original copy of the VSCC of WA (Inc) Constitution registered under the Associations Act circa 1986, obtained from WA Department of Consumer and Employment Protection by then Club Secretary Steve Zerovitch on 19/8/2008. A copy of the (fee) Assessment Receipt verifying Steve s activity with the Department of Consumer and Employment Protection A copy of a Club Management Committee minute detailing the cancellation of the revised Constitution prepared under the Presidency of Simon Sterner, but never registered. The VSCCWA Standing Orders to 27 June 2011 NOTES: While every care has been taken to ensure that the re-typed copy is an exact copy of the document it was taken from, errors are still possible, so absolute reliance should only be made on the original document kept by the President of the day. Subsequent amendments to the Associations Act may over-ride some aspects of this Constitution. The error in Clause 6 is an error made in the original draft, and is faithfully copied. Ross Oxwell President 17 August 2011

THE VINTAGE SPORTS CAR CLUB OF W.A. INC CONSTITUTION 1. TITLE The Club shall be known as THE VINTAGE SPORTS CAR CLUB OF W.A. INC ( the Club ). 2 LIABILITY The Club shall be registered as an incorporated Association under the Associations Incorporation Act, 1895 and thereafter the liability of the individual members shall be limited. 3. VINTAGE SPORTS CAR Subject to Clause 24 herein Vintage Sports Car means any motor vehicle including open and closed wheelers manufactured up to but not including the 1 st day of January, 1960 which in the opinion of the Committee of the Club for the time being is a sports or racing car. 4. OBJECTS The objects of the Club are: (a) To organise, stage and run the event known as the York Flying Fifty. (b) To organise, stage and run hill climbs, sprints and concours d elegance. (c) To re-enact vintage sporting car events. (d) To organise, stage and run historic rallies. (e) To organise, stage and run historic racing events with the approval of the Confederation of Australian Motor Sport. (f) To organise, stage and run the events above described throughout Western Australia. (g) To bring together as a Club persons who are interested in Vintage Sports Cars for the benefit and enjoyment of such persons. (h) To promote and encourage interest in Vintage Sports Cars.

-2- (i) To provide, arrange, organise and/or hold general meetings of the members of the Club, social meetings, discussion meetings, sports meetings and any other kind of meeting which in the opinion of the Committee of the Club will further the objects of the Club. (j) To supply refreshments for members and to apply for, hold and renew from time to time any necessary certificates of registration as a Club and any Licences, terms or other provisions for the consumption by members of liquor. (k) To promote and encourage the support of Vintage Sports Car motoring generally and to do all other such things as are ancillary or incidental to the attainment of the objects. 5. POWERS The powers of the Club are:- (a) To promote and encourage the preservation and restoration of Vintage Sports Cars. (b) To provide assistance to members in the acquisition or disposal of Vintage Sports Cars and any part thereof. (c) To provide assistance to members in bringing members together for the purpose of imparting knowledge. (d) To own and operate on a non-profit making basis a library for the benefit of members. (e) To publish and circulate notices, circulars and bulletins or any other matter of interest to members. (f) To acquire and maintain Club premises either freehold or leasehold for the purpose of convening meetings of members and to provide accommodation for the members of the Club and their guests. (g) To purchase or otherwise acquire, improve, manage, develop, exchange, lease, sell or otherwise dispose of, turn to account or otherwise deal with real or personal property and with all or any part of the property and rights of the Club.

-3- (h) To take or hold mortgages, leases and charges to secure payment of the purchase price or any unpaid balance of the purchase price of any part of the Club s property or of property of whatsoever kind sold by the Club or any money due to the Club from purchasers and others. (i) To receive, acquire, hold or dispose of subscriptions, donations, gifts, legacies, annuities or any matter or thing. (j) To do any matter or thing conveniently done or in connection with these objects or calculated directly or indirectly to benefit the members. (k) To guarantee and give guarantees for the payment of money by members. (l) To draw, make, accept, endorse, discount, execute and issue promissory notes, Bills of Exchange, Bills of Lading or other negotiable or transferable instruments. (m) To carry out all or any of the above objects of the Club and to do all or any of the above things as should be by agent or trustee or otherwise and by or through trustees or agents or otherwise and either alone or in conjunction with others. (n) To do all such other things as are incidental or ancillary to the powers of the Club or their exercise. 6. MEMBERSHIP (a) (i) Any financial member may nominate and any other financial member may second a person desiring to join the Club. (ii) Any such person who in the absolute discretion of the Committee for the time being of the Club is a person interested in Vintage Sports Cars is eligible for election as a member of the Club. (iii) The Committee may at its absolute discretion make such enquires, examinations and take any other action it sees fit to ascertain whether or not in its opinion a person applying for election as a member of the Club is a person who is genuinely interested in Vintage Sports Cars.

-4- (b) Notwithstanding anything hereinbefore referred to no person shall be admitted as a member of the Club until such time as he has paid the entrance fee and first annual subscription then applying. (c) A person shall be elected as a member after the Committee for the time being of the Club has ruled him eligible as a member in accordance with Clause 5 (a) herein and his application form has been posted on the notice board during the duration of 1 ordinary meeting with no objections to such applicant being received by the Committee. In the event of an objection being made to the Committee, the application will be submitted to a vote at an ordinary meeting, which vote shall be carried by two-thirds of the members present at that meeting. 7. HONORARY MEMBERS The Committee may elect a person who is not a member and who has rendered special service to the Club for the support of motoring generally as an Honorary Member if the Committee is of the opinion that special circumstances apply to such a person. Such honorary membership shall be for a period fixed by the Committee and shall have such rights attached to it as the Committee shall determine. 8. HONORARY LIFE MEMBERS A member may on the approval of the Committee and on the vote of two-thirds of the members assembled at a meeting be elected as an Honorary Life Member who shall have all the privileges of a full member but who shall not be liable to pay any annual subscription. 9. SUBSCRIPTIONS (a) Subscriptions shall be paid annually unless otherwise decided on by a vote of two-thirds of the members assembled at a meeting expecting that if a new member shall have paid his first subscription within three months of the expiration of the financial year of the Club in which it is paid then he shall be deemed to have paid his subscription for the ensuing year.

-5- (b) Notwithstanding anything in this Constitution no member shall be entitled to vote or to take part in any of the activities or the proceedings of the Club or be entitled to any of its privileges or to the rights of a member under this Constitution unless and until his subscription has been paid in full. 10. EXPULSION No member shall conduct themselves in a manner which is injurious to the character and interests of the Club and the members. Any member who in the absolute discretion of the Committee is guilty of conduct which is injurious to the character and interest of the Club may be expelled from the Club by two-thirds of the members present at a general meeting voting in favour of such expulsion. 11. PROPERTY AND FUNDS All property and funds of the Club shall be under the control of the Committee and no member by reason of his membership shall have any transmissible or assignable interests in any property of the Club. 12. NON-PROFIT The income and property of the Club shall be applied solely towards promotion of the objects of the Club. No portion of the income or property shall be paid, transferred or distributed directly or indirectly to the members of the Club, provided that nothing shall prevent the payment in good faith of remuneration to any officer or employee of the Club or to any person other than a member, in return for services rendered to the Club. 13. CLUB BADGES The Committee may cause a Car Badge to be manufactured on behalf of the Club and distribute it to full members on payment of a prescribed fee. All such badges shall remain the property of the Club unless the Club by a two-thirds majority at a General Meeting shall otherwise determine.

-6-14. REGISTER A register shall be kept of particulars of winners and placegetters in competitive events and of any other particulars that the Committee may determine from time to time. 15. INSPECTION OF BOOKS Any financial member may inspect the books of the Club at any reasonable and convenient time upon prior notice being given to the Secretary of the Club. 16. AMENDMENT TO CONSTITUTION Any member wishing to propose any amendment or alteration to the Constitution must give a notice in writing signed by not less than two members to the Secretary in the form of a resolution which must be delivered to the Secretary not less than one calendar month prior to the meeting at which the resolution is to be put and no such resolution shall be passed unless seven-eights of the members present at an Ordinary Meeting vote in favour of such resolution. 17. MEETINGS A quorum shall consist of 10 members at Ordinary Meetings. 18. CONDUCT OF MEETINGS (a) The conduct of and procedure at meetings shall be solely under the control of the President or the Deputy President (as the case may be) who shall conduct such meetings in the manner he sees fit and he shall have all the powers afforded to that of a Chairman of a Company as is provided by the common law. Notwithstanding the foregoing the President shall be bound to put any resolution of which due notice has been given to a meeting and shall give all full members present a reasonable opportunity of voting.

-7- (b) In the event of the President being absent from any General Meeting The Treasurer shall if he be present act as Deputy President for the Meeting and if he not be present the Secretary shall act as Deputy President of the meeting. 19. VOTING AT MEETINGS (a) At all Ordinary meetings all members are entitled to vote which unless the President shall otherwise determine shall be decided on a show of hands. The President may declare that a poll be taken and in that event he shall determine the time and manner of taking the poll. The President shall have a casting vote in addition to his deliberative vote. (b) A vote may be made by proxy if the proxy is in writing and is signed by a member. 20. THE COMMITTEE (a) The Committee shall consist of the officers of the Club. (b) The officers of the Club shall consist of the President, the Treasurer, the Secretary, the Recording Secretary, and at least two Committee members. (c) The officers of the Club shall hold office for a period of not more than 3 years but any officer shall be eligible for re-election. (d) Notwithstanding Clause 20 (c) at the Annual General Meeting each year (including the first Annual General Meeting) one third of the members of the Committee for the time being, or, if their number is not 3 or multiple of 3, then the number nearest one third, shall retire from office. (e) The members of the Committee to retire at any Annual General Meeting are those who have been longest in office since his last election, but, as between persons who became members of the Committee on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

-8- (f) In the event of any member of the Committee dying, resigning or otherwise retiring from the Committee the remaining members of the Committee may elect a member of the Club to hold office until the following election of officers, when any member so elected shall retire as if he had held office for 3 years. (g) (i) The members of the Committee may delegate any of their powers to a committee or committees consisting of such of their number as they think fit. (ii) A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the members of the Committee and a power so exercised shall be deemed to have been exercised by the members of the Committee. (iii) The members of such a committee may elect one of their members chairman of their meeting. (h) (i) Subject to this constitution questions arising at a meeting of the members of the Committee shall be decided by a majority of votes of such members present and voting and any such decision shall for all purposes be deemed a decision of the members of the Committee. (ii) In case of an inequality of votes, the Chairman of the meeting, in addition to his deliberative vote (if any), has a casting vote. (i) At a meeting of the Committee, the number of members whose presence is necessary to constitute a quorum is such number as is determined by the members of the Committee and, unless so determined, is 3. (j) At a meeting of the Committee, the Committee may invite not more than 3 persons having in the opinion of the Committee special knowledge or interest in the activities of the Club to attend Committee meetings. Such persons shall not be entitled to vote but at the discretion of the Committee may address meetings and be appointed to any committee established under Clause 20 (g) herein.

-9- (k) The Committee shall control the property and funds of the Club and shall be the sole authority to approve of any expenditure. (l) Excepting as is otherwise provided herein, the Committee shall conduct the business of the Club and shall make any decisions on behalf of the Club as in its sole discretion it sees fit and may do any acts or things which it deems to be of benefit to the members without being held responsible or in any way liable for loss. (m) The Committee may establish Rules governing: (i) events conducted by the Club; (ii) conduct of members and their guests; (iii) dress requirements of members and their guests: or (iv) any other matters that the Committee determines are conducive of the better attainment of the objects of the Club. 21. THE CALLING OF MEETINGS (a) The Annual General Meeting of the Club shall be held whenever practicable in the beginning of November of each year at such time and at such place as the Committee may direct. At the Annual General Meeting of the Club the Treasurer shall present to the members who are present a report and financial statement for the past year. At the Annual General Meeting of the Club the required number of officers of the Club shall be elected for the succeeding year, but no member shall be elected as an officer of the Club unless his nomination in writing has been received by the Secretary signed by not less than two full financial members and not less than three weeks prior to the Annual General Meeting unless the Committee shall otherwise determine. (b) Ordinary General Meetings shall be held whenever practicable once in every month of the year excepting in the month of January.

-10- (c) (d) An Extraordinary General Meeting may be called by the Secretary at the request of the Committee or at the request in writing of not less than one-third of the members of the Club and in the latter instance the notice in writing must be delivered to the Secretary not less than seven days prior to the date of the proposed meeting. An Extraordinary General Meeting shall be deemed to be any meeting of members which is not an Ordinary General Meeting. Committee Meetings shall be called by the Secretary not less than once in each calendar month. 22. AUDIT (a) Once at least in every year the accounts of the Club shall be examined and the correctness of the profit and loss account and balance sheet ascertained by an auditor. (b) The auditor shall be a member of the Institute of Chartered Accountants or the Australian Society of Accountants and shall be elected at each Annual General Meeting in the same manner as hereinbefore provided by this Constitution for the election of the Committee. (c) The auditor shall submit a report in writing to the Committee for subsequent presentation to the Annual General Meeting of the Club. (d) The auditor need not be a member of the Association and shall not be removed from office during the term of his appointment except by Special Resolution of the Association passed at an Extraordinary General Meeting called for the purpose. (e) If any occasional vacancy occurs in the position of auditor the Committee shall forthwith fill the same. (f) The remuneration of the auditor shall be fixed by the Committee. 23. RESOLUTIONS All resolutions passed at meetings of the Club shall be conclusive and shall be binding on all members of the Club whether they be present at the meeting at which a resolution was passed or not.

-11-24. VINTAGE SPORTS CARS The Committee for the time being of the Club shall use its own discretion in deciding the classification of any motor car as a Vintage Sports Car and any decision made by the Committee in this regard shall be, subject to the right of the Committee to review such decision, final and irrevocable. 25. COMMON SEAL The Common Seal of the Club engraved with the name of the Club shall be kept in the care of the President. The seal shall not be used or affixed to any deed or other document except pursuant to the resolution of the Committee and in the presence of a member of the Committee and either the President or the Treasurer, who shall subscribe their names as witnesses. 26. DISSOLUTION The Club may be dissolved or wound up by a resolution at any general meeting or at a Special General Meeting called for such purposes. If upon the dissolution or winding up of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to, transferred or distributed amongst the members of the Club. It shall be given to some other association, Institution or body having objects similar wholly or in part to the objects of the Club, provided that the association institution or body shall prohibit the distribution of its income and property among its members, or it shall be paid to or transferred to some charitable object, which association institution body or object shall be determined by the members of the Club at or before the time of dissolution or winding up. In default of any such resolution such payment, transfer or distribution shall be determined by a Judge of the District Court.

I HEREBY CERTIFY the foregoing to be true and correct copy of the Constitution of The Vintage Sports Car Club of W.A. Inc. Signed:. Richard E. Sandover Member of Jackson McDonald Solicitors for the Club Authorization to Sign

Page one of four THE VINTAGE SPORTS CAR CLUB OF WA (Inc) STANDING ORDERS. Authority: Constitution. Sect 20(m) Resolution That the VSCC establish a set of rules, to be reviewed at least bi-annually, under Sect 20(m) of the Club Constitution to be known as VSCC of WA Standing Orders. Such rules, to be added to from time to time by the Club Management Committee, will serve to clarify and extend the provisions of the Constitution without contradicting the Constitution, and will be binding on all members. This motion shall be ratified by an Ordinary General meeting of members after advertisement in the Vintage Metal newsletter. Res 3/1209 This motion was passed by the Club Management Committee (Res 3/1210) at its December 2010 meeting and was ratified by members at the February 2010 General Meeting after advertisement in the February edition of the Vintage Metal STANDING ORDERS TO 27 TH JUNE 2011:- HONORARY VOLUNTEER MEMBERSHIP: [Const. Sect 7] A sub-class of Honorary Membership known as Honorary Volunteer Membership is recognized. This class of membership which does not have voting rights is offered to members who: Do not enter VSCCWA competitions for the year and; Do not have a vehicle on concessional licence and; Offer at least six days per year of voluntary service to the VSCC, to be signed-off by a senior Club Official on a special membership card. Annual fee(s) and membership eligibility will be reviewed annually at subscription time. Res 10/511

Page two of four MEMBERSHIP RENEWAL: [Const. Sect 9] A member who has not renewed his/her membership by the 1 st September in any year will be advised in writing that if payment for membership is not received within 30 days of notice their membership will be deemed lapsed. Res 8/410 EXPENDITURE FOR THE CLUB: [Const. Sect 11] Any expenditure greater than $100 made on behalf of the Club, must have prior approval from the Management Committee. Res 15/210 Purchases ordered in the name of the Club may only be made with a VSCC of WA Order Form authorized by the President or Treasurer. Res 15/210 Claims for re-imbursement of expenses must be made on a VSCCWA Expenses Claim Form within a period of eight weeks from the date of expenditure (unless extenuating reasons exist). Res 16/1109 Claims for re-imbursement of expense must be limited to expenditure exclusively on behalf of the VSCC of WA. REPRESENTING THE VSCCWA OFFICIALLY: [Const. Sect 11] Res 11/910 No person may represent The Vintage Sports Car Club of WA in any official capacity whatsoever, or make any financial commitments on behalf of the Club without the specific authorization of the Club Management Committee. The scope and duration of that authority will be clearly specified in writing. Res 12/1209

Page three of four RECEIVAL OF MONIES: [Const. Sect 12] Monies received, unless exempted, on the VSCC of WA s behalf must be recorded in a VSCCWA receipt book showing: The date; Exemptions: The name of the person from whom the money was received; The name of the person receiving the money; The purpose for which the money was paid. Payments covered by Club documentation with in-built receipting Monies collected at the Bar - See Bar Rules Amounts of $5 or less Documents evidencing receipt of monies must be retained by the Club for a period of five years from origin. Res 15/210 ELECTION OF OFFICE-BEARERS AT AGMS: [Const. Sect 19, 20, 21] A notice advising vacant positions on the Club Management Committee for the coming year, and calling for nominations will be placed in the September edition of the Club newsletter. [ - - nomination, in writing has been received by the Secretary signed by not less than two full financial members and not less than three weeks prior to the AGM - - Constitution Sect 21 (a)] Should an election for any office-bearer be required, the following procedure will be adopted: Voting will be in person at the meeting, or by postal vote. Voting will be voluntary, non-preferential, first-past-the-post. The Membership Registrar will close the register of eligible members three weeks and one day prior to the AGM. A ballot paper naming the candidates for vacant position(s) will be mailed to all members on the Register as soon as practicable after nominations close.

Page four of four ELECTION OF OFFICE-BEARERS AT AGMS: (cont) Postal votes with the member s name and address clearly written on the back of the envelope, must reach the Membership Registrar three full working days before the AGM. The names, on the unopened envelopes that will subsequently be deposited into the Ballot Box, will be checked off on the Register. Members attending the AGM will have their name checked off the Register before depositing their vote in the Ballot Box At least two Tally Clerks, drawn from Life Members present will count the valid votes in the Ballot Box. SIZE OF THE MANAGEMENT COMMITTEE: [Const. Sect 20] Res 7/910 The Club Management Committee of the Vintage Sports Car Club Of WA (Inc,) shall consist of no more than twelve elected members. USE OF MEMBERSHIP FEES: [Const. Sect 20(k)] Res 15/1109 The costs of administration of the Club (as distinct from competitive events) should be met by the income from Membership fees. Res 7/410 As at 27 th June 2011.