FOUR WHEEL DRIVE NSW & ACT INC RULES

FOUR WHEEL DRIVE NSW & ACT INC RULES Adopted 21 February 2009 Incorporated under the Associations Incorporation Act 1991 (ACT) Amendment schedule: page 1 of 25

Contents Part 1.1 Preliminary Page 1 Definitions 4 2 Name 4 3 Objects 4 Part 1.2 4 Membership Membership qualifications 5 5 Application for membership 5 6 Application for associate membership 6 7 Membership entitlements not transferable 7 8 Cessation of membership 7 9 Resignation of membership 7 10 Subscriptions 7 11 Members and associate members liability 8 12 Disciplining of members and associate members 8 13 Right of appeal of disciplined member or associate member 9 Part 1.3 14 Committee Powers of committee 11 15 Constitution and membership of committee 11 16 Election of committee members 12 17 Duties of office bearers 13 18 Indemnity of committee members and public officer 13 19 Removal of committee members 13 20 Committee meetings and quorum 13 21 Delegation by committee to subcommittee 14 22 Voting and decisions of committee and subcommittees 15 Part 1.4 23 General meetings Annual general meetings holding of 16 24 Annual general meetings calling of and business at 16 25 General meetings calling of 16 26 Notice 17 27 General meetings procedure and quorum 17 28 Presiding member 18 29 Adjournment 18 30 Making of decisions 18 31 Voting 19 32 Appointment of proxies 19 page 2 of 25

Part 1.5 Miscellaneous 33 Funds source 20 34 Funds management 20 35 Alteration of rules 20 36 Common seal 20 37 Custody and inspection of books 21 38 Service of notice 21 39 Dissolution 21 40 By-laws 22 Appendix 1 Form of nomination for positions on the Committee 23 Appendix 2 Form of appointment of a proxy 24 Appendix 3 Objects of the Association 25 page 3 of 25

PART 1.1 PRELIMINARY 1 Definitions Note: A definition applies except so far as the contrary intention appears (see Legislation Act, s 155 In these rules: the Act means the Associations Incorporation Act 1991 (ACT). the regulation means the Associations Incorporation Regulation 1991 (ACT). Association means Four Wheel Drive NSW&ACT Inc constituted under the Act. month means calendar month. financial year means the year ending on 30 June. member club means a four wheel drive club that is a member under section 5 of these rules. financial member club in relation to a financial year means a member club that has paid its membership fee in accordance with Section 10. associate member means any individual, sole trader, partnership or corporation that has been accepted for associate membership in accordance with section 6 of these rules. register of members means the list of financial member clubs and associate members maintained how the secretary may determine whether held in printed or electronic form. subcommittee means a standing subcommittee or any other subcommittee formed by the committee. secretary means the person holding office under these rules as secretary of the Association or, if no such person holds that office, the public officer of the Association. per capita amount for a financial year means the amount approved at a general meeting as the basis for calculating membership fees. 2 Name The name of the Association is Four Wheel Drive NSW & ACT Inc. (Note: The Association is incorporated in the Australian Capital Territory under the Associations Incorporation Act 1991.) 3 Objects The Association is a non-profit organisation. Note: The objects of the Association are part of the original application for incorporation. They are shown in Appendix 3 for information. page 4 of 25

PART 1.2 MEMBERSHIP 4 Membership qualifications A four wheel drive club is eligible for membership of the Association if: (a) it is incorporated under the Associations Incorporation Act 1991 (ACT) or under the Associations Incorporation Act 1984 (NSW) or under the Corporations Act 2001 or under any act replacing such acts; and (b) (c) the rules of the club or the memorandum of association and articles of association as the case may be are acceptable to the committee; or it is constituted in some other way and governed by rules that are acceptable to the committee 5 Application for membership A four wheel drive club may apply for membership of the Association by lodging with the secretary: (a) (b) (c) (d) (e) a letter of application signed by two office bearers of the applicant club; two copies of all documents submitted to the appropriate regulatory authority to incorporate the club and two copies of any other documents which define and govern the operation of the applicant club proof of incorporation satisfactory to the committee details of the applicant club s membership as at the date of application; and evidence of public liability insurance that is acceptable to the committee. (1) As soon as practicable after receiving an application, the secretary must refer the application to the committee which must decide whether the applicant club is eligible for membership. (2) If the committee decides that the applicant club is eligible for membership, the secretary must refer the application to the next general meeting of the Association. The application may be accepted or rejected on a simple majority of the votes of financial member clubs who, being entitled to vote, vote in person at the meeting or by proxy. (3) If the application is accepted at a general meeting, the secretary must as soon as practicable after that decision notify the applicant club of the acceptance and request the club to pay within one (1) month of the page 5 of 25

notification the proportion of the annual subscription as determined by the committee for the applicant club. (4) The secretary must, on payment by an applicant club of the amount mentioned in subsection (3), enter the applicant club s name in the register of members and, on the entry of the name, the applicant becomes a financial member club of the Association. (5) If the application is deemed ineligible or is rejected either by the committee or by the member clubs by vote in accordance with subsection (2) the secretary shall notify the applicant club within one (1) month of any such decision and state the reasons for ineligibility or rejection. 6 Application for associate membership An individual, sole trader, partnership or corporation that is not eligible for membership under section 4 may apply for associate membership by lodging an application with the secretary. (1) As soon as practicable after receiving an application, the secretary must refer the application to the committee for consideration. (2) If the committee determines that the application is suitable for referral to a general meeting, the secretary must refer the application to the next general meeting of the Association. The application may be accepted or rejected on a simple majority of the votes of financial member clubs who, being entitled to vote, vote in person at the meeting or by proxy. (3) If the application is accepted at a general meeting, the secretary must as soon as practicable notify the applicant of the acceptance and request the applicant to pay within one (1) month of the notification the amount that the committee has determined is payable. (4) The secretary must, on payment by an applicant for associate membership of the amount mentioned in subsection (3), enter the applicant s name in the register of associate members and, on the entry of the name, the applicant becomes an associate member of the Association. (5) If the application is deemed ineligible or is rejected either by the committee or by the member clubs by vote in accordance with subsection (2) the secretary shall notify the applicant within one (1) month of any such decision and state the reasons for ineligibility or rejection (6) An associate member is entitled to receive such correspondence and to participate in such activities of the Association as the committee sees fit. Associate members will not have any voting rights. page 6 of 25

7 Membership entitlements not transferable A right, privilege or obligation that a member club or associate member has because of being a member club or associate member of the Association: (a) (b) cannot be transferred or transmitted to any other body or individual; and terminates on the cessation of that member club s, or associate member s membership or associate membership. 8 Cessation of membership A member club or associate member ceases to be a member club or associate member of the Association if the member club or associate member: (a) (b) (c) (d) (e) is wound up, or for an individual dies; or resigns from membership or associate membership of the Association; or is expelled from the Association; or fails to renew membership or associate membership of the Association; fails to maintain public liability insurance acceptable to the committee. 9 Resignation of membership (1) A member club or associate member is not entitled to resign from membership of the Association except in accordance with this section. (2) A member club or associate member who has paid all amounts payable by the member club or associate member may resign from membership or associate membership of the Association by first giving notice (of not less than 1 month or, if the committee has determined a shorter period, that shorter period) in writing to the secretary of the member club s or associate member s intention to resign and, at the end of the period of notice, the member club or associate member ceases to be a member or associate member. (3) If a member club or associate member ceases to be a member club or associate member, the secretary must make an appropriate entry in the register of members recording the date the member club or associate member ceased to be a member club or associate member. (4) Upon resignation no member club or associate member will be entitled page 7 of 25

to any refund of subscriptions paid. 10 Subscriptions (1) The annual membership fee for a member club for a financial year is the amount worked out by multiplying the per capita amount by the number of membership fees collected by the member club during the previous year as notified to the secretary. The annual membership fee for a member club for a financial year is the a primary amount worked out by multiplying the primary per capita amount by the number of membership fees up to and including 300 collected by the member club during the previous year as notified to the secretary, plus a secondary amount worked out by multiplying the secondary per capita amount by the number of membership fees above 300 collected by the member club during the previous year as notified to the secretary. (2) The per capita amount will be determined each year at a general meeting held not less than 12 months prior to implementation. The primary per capita amount and the secondary per capita amount will be determined each year at a general meeting held not less than 12 months prior to implementation. (3) Membership fees are due on 1st July. A member club or associate member ceases to be a financial member club or associate member if the membership fee for a financial year is not paid on or before 31 August or the date of the Annual General Meeting for that year whichever first occurs. (4) The subscription for an associate member will be determined by the committee. 11 Members and associate member s liability The liability of a member club or associate member to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount (if any) unpaid by the member club or associate member in relation to membership or associate membership of the Association. 12. Disciplining of members and associate members (1) If the committee is of the opinion that a member club or associate member (a) has persistently refused or neglected to comply with a provision of the rules and/or by laws of the Association; or (b) has persistently and willfully acted in a manner prejudicial to the interests of the Association or one or more of its member clubs; the committee may, by resolution (c) expel the member club or associate member from the Association; or (d) suspend the member club or associate member from the rights and page 8 of 25

privileges of membership of the Association that the committee may decide for a specified period. (2) A resolution of the committee under subsection (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than one (1) month after service on the member club or associate member of a notice under subsection (3), confirms the resolution in accordance with this section. (3) If the committee passes a resolution under subsection (1), the secretary must, as soon as practicable, serve on the member club or associate member a written notice in accordance with section 38 (a) setting out the resolution of the committee and the grounds on which it is based; and (b) stating that the member club or associate member may address the committee at a meeting to be held not earlier than 14 days and not later than one (1) month after service of the notice; and stating the date, place and time of that meeting; and (c) informing the member club or associate member that the member club or associate member may do either or both of the following: (i) attend and speak at that meeting; (ii) submit to the committee at or before the date of that meeting written representations relating to the resolution. (4) Subject to the Act, section 50, at a meeting of the committee mentioned in subsection (2), the committee must (a) give to the member club or associate member mentioned in subsection (1) an opportunity to make oral representations; and (b) give due consideration to any written representations submitted to the committee by that member club or associate member at or before the meeting; and (c) by resolution decide whether to confirm or to revoke the resolution of the committee made under subsection (1). (5) If the committee confirms a resolution under subsection (4), the secretary must, within 7 days after that confirmation, by written notice inform the member club or associate member of that confirmation and of the member s right of appeal under section 13. (6) A resolution confirmed by the committee under subsection (4) does not take effect (a) until the end of the period within which the member club or associate member is entitled to appeal against the resolution if the member club or associate member does not exercise the right of appeal within that period; or (b) if within that period the member club or associate member exercises the right of appeal unless and until the Association confirms the resolution in accordance with section 13(4). 13. Right of appeal of disciplined member or associate member (1) A member club or associate member may appeal to the Association in page 9 of 25

general meeting against a resolution of the committee that is confirmed under section 12 (4), within 7 days after notice of the resolution is served on the member club or associate member, by lodging with the secretary a notice to that effect. (2) On receipt of a notice under subsection (1), the secretary must notify the committee and list the appeal for consideration at the next general meeting to be held not less than one (1) month after the date when the secretary received the notice.. (3) Subject to the Act, section 50, at a general meeting of the Association at which an appeal is to be considered under subsection (2) (a) the committee and the member club or associate member must be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and (b) the member clubs present either in person or by proxy must vote by secret ballot on the question of whether the resolution made under section 12 (4) should be confirmed or revoked. (4) If under subsection (3)(b) the meeting votes with a majority of at least 60% in favour of the confirmation of the resolution made under section 12 (4), that resolution is confirmed, otherwise it is revoked. page 10 of 25

PART 1.3 COMMITTEE. 14 Powers of committee The committee, subject to the Act, the regulation, these rules, and to any resolution passed by the Association in general meeting (a) controls and manages the affairs of the Association; (b) may exercise all functions that may be exercised by the Association other than those functions that are required by these rules to be exercised by the Association in general meeting; (c) has power to perform all acts and do all things that appear to the committee to be necessary or desirable for the proper management of the affairs of the Association. (d) shall, before embarking on any activity involving the expenditure of Association funds, exercise due diligence in investigating the viability of such activity. If such activity involves expenditure exceeding $20,000 the specific activity plus control, reporting and approval procedures must be established and agreed by a general meeting prior to the commencement of that activity. 15 Constitution and membership of committee (1) The committee shall consist of: President 2 Vice Presidents Secretary Treasurer 4 Executives 4 Executives (but not limited, can be increased to accommodate project demands at committee discretion) (2) The Association must appoint a public officer who must ensure that the Association s obligations under the Act are met. (3) A member of the committee must be a delegate of a financial member club at the time of election. (4) Each member of the committee holds office, subject to these rules, until the conclusion of the annual general meeting following the date of the member s election, but is eligible for re-election. (5) A committee member is not eligible to hold any one position on the committee for more than 3 consecutive years unless otherwise approved at the Annual General Meeting. (6) The committee may appoint a delegate of a financial member club to fill a vacancy on the committee with the appointment by the unanimous agreement of the remainder of the committee. page 11 of 25

(7) A committee member may not hold more than one position at a time on the committee except that in the event of a vacancy occurring unexpectedly, a committee member may be appointed to hold a second position for a period not exceeding six months, with the appointment being made by the unanimous agreement of the remainder of the committee. (8) If a delegate of a financial member club or any member of that delegate s immediate family has a personal financial interest, or personally receives financial gain from any commercial 4WD organisation of any nature whatsoever, the nature of this interest must be disclosed before the delegate may be appointed to the committee. (9) A position on the committee becomes vacant if the member:- (a) (b) (c) (d) (e) (f) (g) dies; ceases to be a delegate of a financial member club; presents a written resignation to the Association secretary; is absent from three consecutive committee meetings without the consent of the committee; becomes bankrupt or suspends payment of their creditors or compounds with their creditors; becomes physically or mentally incapable of performing their duties; fails to declare the nature of their interest in a contract or office or property while making decisions on behalf of the Association; (h) fails to disclose an interest of a type described in subsection 8 acquired during their term of office; (i) is removed from office pursuant to Section 19. 16 Election of Committee Members (1) Nominations of candidates for election as members of the committee (a) must be made in writing, in the form set out in Appendix 1. (b) must be given to the secretary of the Association no later than 10.30 am on the day of the elections. (Change to) must be given to the secretary of the Association no later than two (2) calendar months before the day of the elections. (2) For each position on the committee (a) if more than one (1) nomination is received, a ballot must be held. (b) if only one nomination is received, the person nominated is taken to be elected. page 12 of 25

(c) if no nomination is received then nominations may be taken from the floor at the annual general meeting. (d) if after calling for nominations from the floor no nominations are received, the position is taken to be a vacancy. (3) Any ballot for the election of a member of the committee must be conducted at the annual general meeting in the way the committee may direct. 17 Duties of office bearers (1) President. The president shall conduct all meetings of the Association and be responsible for the organisation of the Association. The president shall also, after consultation with the committee, guide the Association in matters of policy and its effect. (2) Vice Presidents. The vice presidents shall assist and advise the president in the performance of his duties. The vice presidents shall also advise the president in matters of policy and its effect. (3) Secretary. The secretary shall be responsible for keeping minutes of all committee and general meetings, attend to all Association correspondence and shall administer all Association records. (4) Treasurer The treasurer shall be responsible for the handling of all monies of the Association, keep all related records and present a financial statement at each Association general meeting except for any general meeting called in accordance with section 13. The treasurer shall issue tax invoices to member clubs at the end of every financial year. The treasurer shall be responsible for preparation of accounts, income tax returns and other statutory returns as required. (5) Executives The 4 (remove) executives shall undertake duties that the committee determines from time to time shall best serve the objects of the Association. 18 Indemnity of committee members and public officer Committee members of the Association and the public officer who by the authority of the Association accept or incur any pecuniary liability on behalf of the Association shall be held indemnified by the Association against any personal loss in respect of such liability. 19 Removal of committee members The appointment of any committee member may be terminated at a general meeting by a majority of 75% of the votes of financial member clubs who, being page 13 of 25

entitled to vote, vote in person at the meeting or by proxy. 20 Committee meetings and quorum (1) The committee must meet at least 4 times in each calendar year at the place date and time that the committee may decide. (2) Additional meetings of the committee may be called by any member of the committee making such request either orally or in writing to the secretary. (3) Oral or written notice of a meeting of the committee must be given by the secretary to each member of the committee at least 48 hours (or any other period that may be unanimously agreed on by the members of the committee) before the time appointed for the holding of the meeting. (4) Notice of a meeting given under subsection (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business may be transacted at the meeting, except as agreed by a simple majority of committee members present at the meeting. (5) 50% of the members of the committee constitute a quorum for the transaction of the business of a meeting of the committee. (6) No business may be transacted by the committee unless a quorum is present and, if within half an hour after the time appointed for the meeting a quorum is not present, the meeting stands adjourned to a place date and time to be decided by those members who are present. And this place date and time is to be notified by the secretary to each member of the committee in accordance with subsection(4). (7) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, those members present constitute a quorum. (8) At meetings of the committee (a) the president or, in the absence of the president, a vice-president presides; or (b) if the president and the vice-presidents are absent one of the remaining members of the committee may be chosen by the members present to preside. 21 Delegation by committee to subcommittee (1) The committee may, in writing, delegate to a subcommittee (consisting of the persons that the committee considers appropriate) the exercise of the functions of the committee that are specified in the instrument, other than (a) (b) this power of delegation; and a function that is a function imposed on the committee by the Act, by any other Territory law, or by resolution of the Association in general meeting. (2) A function, the exercise of which has been delegated to a subcommittee under this section may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the page 14 of 25

terms of the delegation. (3) A delegation under this section may be made subject to any conditions or limitations about the exercise of any function, or about time or circumstances, that may be specified in the instrument of delegation. (4) Despite any delegation under this section, the committee may continue to exercise any function delegated. (5) Any act or thing done or suffered by a subcommittee acting in the exercise of a delegation under this section has the same force and effect as it would have if it had been done or suffered by the committee. (6) The committee may, in writing, revoke wholly or in part any delegation under this section. (7) A subcommittee may meet and adjourn as it considers appropriate. (8) Unless the committee decides otherwise voting rights on subcommittees are restricted to financial members of financial member clubs. (9) The chairperson of a subcommittee must be a financial member of a financial member club, will be appointed by the committee, and will report as directed by the committee. Other members of a subcommittee may make dissenting reports in writing in the same manner. 22 Voting and decisions of committee and subcommittees (1) Questions arising at a meeting of the committee or of any subcommittee appointed by the committee are decided by a simple majority of the votes of members of the committee or subcommittee present at the meeting and entitled to vote. (2) Each member present at a meeting of the committee or of any subcommittee appointed by the committee (including the person presiding at the meeting) and entitled to vote is entitled to one (1) vote but, if the votes on any question are equal, the person presiding may exercise a second or casting vote. (3) Subject to section 20 (5), the committee may act despite any vacancy on the committee. (4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a subcommittee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or subcommittee. page 15 of 25

Part 1.4 GENERAL MEETINGS 23 Annual general meetings holding of The annual general meeting of the Association shall be held within five months following the end of the financial year. 24 Annual general meetings calling of and business at (1) The annual general meeting of the Association must, subject to the Act, be called on the date and at the place and time that the committee considers appropriate. (2) In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting is (a) to confirm the minutes of the last annual general meeting; and (b) to receive from the committee reports on the activities of the Association during the last financial year; and (c) to elect members of the committee, including office-bearers; and (d) to receive and consider the statement of accounts and the reports that are required to be submitted to members under the Act, section 73 (1). (3) An annual general meeting must be specified as such in the notice calling it in accordance with Section 26 (Notice). (4) An annual general meeting must be conducted in accordance with the provisions of this part. 25 General meetings calling of (1) General meetings of the Association shall be held not less than once every six months. (2) The committee may, whenever it considers appropriate, call a general meeting of the Association. (3) The committee must, on the requisition in writing of the presidents of three financial member clubs, call a general meeting of the Association. (4) A requisition made under subsection 3 for a general meeting (a) must state the purpose or purposes of the meeting; and (b) must be signed by the club presidents making the requisition; and (c) must be lodged with the secretary; and (d) may consist of several documents in a similar form, each signed by one (1) or more of the club presidents making the requisition. (5) If the committee fails to call a general meeting within one month after the date when a requisition of club presidents for the meeting is lodged with the secretary, any one (1) or more of the of the club presidents who made the requisition may call a general meeting to be held not later than 3 months after that date. page 16 of 25

(6) A general meeting called by club presidents in accordance with the provisions of subsection (3) must be called as nearly as is practicable in the same way as general meetings are called by the committee. 26 Notice (1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the secretary must, at least 1 month before the date fixed for the holding of the general meeting, serve notice in accordance with section 38 on the secretary of each member club, specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting. (2) If the nature of any business proposed to be dealt with at a general meeting requires a special resolution of the Association, the secretary must, at least 2 months before the date fixed for the holding of the general meeting, serve notice in the way provided in subsection 1, specifying the intention to propose a special resolution and the details of that special resolution. (3) Except as may be reasonably determined by the committee to be necessary, no business other than that specified in the notice calling a general meeting may be transacted at the meeting. (4) A financial member club desiring to bring any business before a general meeting may give written notice of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the financial member club. 27 General meetings procedure and quorum (1) Member clubs may appoint up to four delegates to represent them at general meetings. Each delegate must be a financial member of the member club. Only one delegate will have any voting rights (2) No item of business may be transacted at a general meeting unless a quorum of members obtained under sub-section (3) is present during the time the meeting is considering that item. (3) Delegates from one quarter of the financial member clubs who are entitled under these rules to vote at a general meeting and are present in person or by proxy constitute a quorum for the transaction of the business of a general meeting. (Note section 10(3)) (4) If within 30 minutes after the appointed time for the start of a general meeting a quorum is not present, the meeting if called on the requisition of club presidents is dissolved and in any other case stands adjourned to another place, date and time to be notified in the manner specified in section 25. (5) If at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the start of the meeting, the delegates present representing not less than three (3) financial member clubs constitute a quorum. page 17 of 25

28 Presiding member (1) The president, or in the absence of the president, a vice-president, presides at each general meeting of the Association. (2) If the president and the vice-presidents are absent from a general meeting, the delegates of the financial member clubs present must elect one (1) of their number to preside at the meeting. 29 Adjournment (1) The person presiding at a general meeting at which a quorum is present may, with the consent of a simple majority of financial member clubs represented in person or by proxy at the meeting, adjourn the meeting from time to time and place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. (2) If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each financial member club stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting. (3) Except as provided in subsections (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given. 30 Making of decisions (1) A question arising at a general meeting of the Association is to be decided on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. (2) At a general meeting of the Association, a poll may be demanded by the person presiding or by one or more delegates representing not less than 3 financial member clubs present in person or by proxy at the meeting. (3) If a poll is demanded at a general meeting, the poll must be taken (a) immediately if the poll relates to the election of the person to preside at the meeting or to the question of an adjournment; or (b) in any other case in the way and at the time before the close of the meeting that the person presiding directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter. 31 Voting Financial member clubs will have one vote per 75 memberships or part thereof. For the purposes of this clause the number of memberships in a member club will be determined by the number of membership fees page 18 of 25

collected by the member club during the previous year as notified to the secretary. Financial member clubs will have one vote per 75 memberships or part thereof up to a maximum of 4 votes. For the purposes of this clause the number of memberships in a member club will be determined by the number of membership fees collected by the member club during the previous year as notified to the secretary. (1) A simple majority of votes cast shall decide any motion except where otherwise provided. (2) In the event of an equality of votes on any motion requiring a simple majority vote, the motion shall lapse for that meeting and must be reconsidered at a subsequent meeting. 32 Appointment of proxies (1) A financial member club is entitled to appoint a nominated delegate of another financial member club or the presiding member as proxy by notice given to the secretary no later than the time appointed for the start of the meeting for which the proxy is appointed. (2) The notice appointing the proxy must be in the form set out in appendix 2. (3) The original of the notice of proxy is to be held by the Association secretary. Electronically transmitted notices will be accepted provided they contain an image of the handwritten signature of the secretary or president of the financial member club appointing the proxy. page 19 of 25

Part 1.5 MISCELLANEOUS 33 Funds source (1) The funds of the Association must be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Association in general meeting and subject to the Act, section 114, any other sources that the committee decides. (2) All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association s account with a bank or other financial institution. (3) The Association must, as soon as practicable after receiving any money, issue an appropriate receipt. 34 Funds management (1) The funds of the Association shall be deposited in an account with a bank or other financial institution approved by the committee. (2) The committee may authorise the opening of special accounts for discrete purposes, or for the investment of non-operational funds. (3) Any disbursement from an Association account must be signed jointly by two members of the committee who are approved signatories in respect of that account. (4) Subject to any resolution passed by the Association in general meeting, the funds of the Association must be used for the objects of the Association in the way that the committee decides. 35 Alteration of rules (1) These rules may be amended by a special resolution at a general meeting provided that at least two months notification of the special resolution has been given in writing to all member clubs, and provided that such notice shall specify all proposed amendments. To be passed, a special resolution shall require at least three quarters of the votes of financial member clubs who, being entitled to vote, vote in person at the meeting or by proxy. (2) Amendments to the rules may be proposed to the secretary in writing by the president of any financial member club, or by any member of the committee or the public officer. 36 Common seal The treasurer shall have custody of the seal which shall be used only by the authority of the committee and every instrument to which the seal is affixed shall be signed by a member of the committee and must be countersigned by the secretary or by a second member of the committee. page 20 of 25

37 Custody and inspection of books (1) The secretary shall be responsible for the safe custody of all records books and other documents relating to the Association except for those records mentioned in subsection (2). (2) The treasurer shall be responsible for the safe custody of all financial books, records and securities of the Association. (3) The financial records of the Association shall be available for inspection by any financial member club, provided that a written request signed by the secretary of the requesting financial member club is submitted to the secretary. Upon receipt of such a request the secretary shall transmit it immediately to the treasurer who will make arrangement to have the records available for inspection within two (2) weeks of having received such request, or other reasonable period as agreed with the requesting financial member club.. 38 Service of notice (1) For these rules, a notice may be served by or on behalf of the Association on any member club either; (a) personally by service on the secretary or a delegate of the member club: or (b) by sending it by post addressed to the secretary of the member club at the member club s address shown in the register of member clubs; or (c) by sending it by electronic means to the member club s address shown in the register of member clubs for that means of communication. (2) If a document is sent to a member club by properly addressing, prepaying and posting to the member club a letter containing the document, the document is taken for these rules, unless the contrary is proved, to have been served on the member club at the time when the letter would have been delivered in the ordinary course of post. (4) If a document is sent by electronic means to a member club by sending it to the member club s address provided for that means of communication, the document is taken for these rules, unless the contrary is proved, to have been served on the member club at the time when the communication would normally have been received. 39 Dissolution (1) The Association shall be dissolved: (a) (b) if there are less than four member clubs in the Association, or by a special resolution that must be passed by at least three quarters of the votes of financial member clubs who, being entitled to vote, vote in person at the meeting or by proxy at a general meeting convened for that purpose and for which at least two months' notice in writing has been forwarded to member clubs in accordance with the provisions of Section 26(2). page 21 of 25

(2) After dissolution, assets and funds on hand shall, after payment of all expenses and liabilities, be handed over to such other association or associations having objects similar to those of this Association or such registered charity as a simple majority of the financial member clubs present at the general meeting may decide. 40 By-laws (1) By-laws are not part of the rules of the Association, but provide clarification and may provide detail. By-laws can be added, amended or deleted from time to time in the course of normal business at a general meeting. Proposed additions, amendments or deletions must be passed by a majority of 60% of the votes of financial member clubs who, being entitled to vote, vote in person at the meeting or by proxy. (2) Amendments to the by laws may be proposed to the secretary in writing by the president of any financial member club, or by any member of the committee or the public officer. page 22 of 25

Appendix 1: Form of nomination for positions on the Committee I,........ being a duly appointed delegate of...... which is a financial member club of the Association nominate..... a duly appointed delegate of. which is a financial member club of the Association for election to the position of.. (signature of proposer ).... ( date) Nomination seconded by........ being a duly appointed delegate of..... which is a financial member club of the Association (signature of seconder) (date) Acceptance I,.... being a duly appointed delegate of... accept the nomination.. (signature).. (date) page 23 of 25

Appendix 2: Form of appointment of a proxy The instrument appointing proxy must be in the following form. I,.... being the secretary/president of.. which is a financial member club of the Association hereby appoint.. a duly appointed delegate of.. which is a financial member club of the Association or, failing him or her, the chairperson as my Proxy to vote on behalf of. (club) at the annual / ordinary general meeting of the Association to be held on the..day of.(month,) (year) and at any adjournment thereof. The proxy is authorized to vote at his/her discretion. The proxy is directed to vote in favour of / against the resolutions as shown below. (delete one as applicable) Signed Date. (insert details if a restricted proxy is required). page 24 of 25

Appendix 3: Objects of the Association The objects for which the Association is established are; (1) To promote goodwill and fellowship between member clubs. (2) To ensure the correct representation of recreational use of Four Wheel Drive Vehicles. (3) To promote conservation of the natural environment. (4) To promote road safety. (5) To co-operate wherever possible with other organisations having similar interests to the Association. (6) To represent and safeguard the interests of member clubs and, where necessary, to liaise on their behalf with controlling authorities. (7) To act as a unifying body, information repository and clearing house for and on behalf of member clubs. (8) To assist with community services where necessary. (9) To assist any member club in any matter considered appropriate by the Association. (10) To do all such things that are lawful and conducive to the objects of the Association. page 25 of 25