Constitution

Constitution

1   NAME OF ASSOCIATION

The name of the Association is the West Coast Commodores Incorporated (or Inc).

2   DEFINITIONS

In these rules, unless the contrary intention appears

?Committee meeting? means meeting referred to in rule (18.1);

?Committee member? means person referred to in paragraph (a), (b), (c), (d), (e) or (f) of rule (10.1)

?financial year? has the meaning given by section 3 (1) of the Act, a reference in that section to

(a)   ?an incorporated association? or ?the association? being construed as a reference to

to the Association; and

(b)   ?the Committee? being construed as a reference to the Committee;

?general meeting? means meeting convened under rule 19;

?ordinary resolution? means resolution other than a special resolution

?special resolution? has the meaning given by section 24 of the Act;

?the Act? means the Associations Incorporation Act 1987;

?the Association? means the Association referred to in rule 1;

?the Committee? means the Committee of Management of the Association referred to in rule (18.1);

?the President? means-

(a)   in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule

      (11.1); or

(c)   otherwise than in relation to the proceedings referred to in paragraph (a), the person

referred to in rule (11.1) or, if that person is unable to perform his or her functions,

the Vice President;

?the Secretary? means the Secretary referred to in rule (13.1);

?the Treasurer? means the Treasurer referred to in rule (14.1);

?the Vice-President? means the Vice-President referred to in rule (12..1).

3   OBJECTS OF ASSOCIATION

3.1    The objects of the Association are: -

(i)   To promote and encourage motor sport events of any form;

(ii)   To promote and encourage the development, improvement, safety and maintenance of club members vehicles;

(iii)   To affiliate with other states or national bodies and any other organizations deemed to be of benefit to the club;

(iv)   To print and/or publish any periodical book, newspaper or other information the club may think desirable;

(v)   To enter into contracts and agreements or other documents for the purpose of purchasing, leasing or otherwise obtaining the use of property and assets for the benefit of members;

(vi)   To do all such things that are incidental to the attainment of the objectives of the club; and

(vii)   To provide activities, events and or environment which provide for a fun and enjoyable social atmosphere for all members.

3.2   The property and income of the Association shall be applied solely towards the promotion of the objects of the Association 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.

4   POWERS OF ASSOCIATION

The powers conferred on the Association by section 13 of the Act are subject to the following additions, exclusions or modifications ?

   Nil.

5   QUALIFICATIONS FOR MEMBERSHIP OF ASSOCIATION

5.1   Membership of the Association is open to any person (or body corporate) who falls into any one (1) of the following categories: -

5.1.1   FULL MEMBERSHIP

5.1.1.1      A member is considered a ?Full Member? if they own a: -

(a)   Holden Commodore or Calais of any model; or

(b)   Holden Statesman or Caprice from model VQ onwards; or

(c)   Holden Commodore Ute from VG onwards; or

(d)   Any other Holden Commodore or Holden Statesman based vehicle as set above.

5.1.2   ASSOCIATE MEMBERSHIP

5.1.2.1   A member is considered and ?Associate Member? if they do not own a vehicle as set out in (5.1.1); and

5.1.2.2    Associate membership shall not exceed a ratio of one (1) Associate

member for every five (5) full members, or at any rate deemed

appropriate by the committee

5.1.3   PARTNERSHIP MEMBERSHIP

5.1.3.1    Partners of either Full members, as defined in (5.1.1) or partners of

Associate members, as defined in (5.1.2) can be included on the Full or

Associate members membership to the association.

5.2   A person who wishes to become a member shall: -

(a)   apply for membership to the committee in writing which shall be-

(i)    signed by that person and by both of the members referred to in paragraph (b); and

(ii)   in such form as the committee from time to time directs; and

(b) be proposed by one financial member and

seconded by another financial member.

5.3   The committee members shall consider each and every application made under subrule (5.2) at a Committee meeting and shall at the Committee meeting or a subsequent Committee meeting accept or reject that application.

5.4   No person shall be excluded from membership in, or from any activity of this association because of age, race, colour, creed, gender, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual, through his or her own effort, is able to participate in the club.

6   REGISTER OF MEMBERS ASSOCIATION

6.1   The secretary shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.

6.2   The secretary shall cause the name of a person who dies or who ceases to be a member under rule (7.3) or (8.1) or (9) to be deleted from the register of members referred to in subrule (6.1).

7   SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION

7.1   The members shall from time to time at a general meeting determine the amount of subscription to be paid be each member.

7.2   The members shall from time to time at a general meeting determine the amount of the nomination fee payable as a once off payment by new members wishing to join the club.

7.3   On acceptance of a new member?s application to join the association, the member shall pay the nomination fee. The annual membership amount, also becomes payable.

7.4   Each member shall pay to the Treasurer, annually on or before 1 July or such other date as the Committee from time to time determines, the amount of the subscription determined in subrule (7.1).

7.5   Subject to subrule (7.6), a member whose subscription is not paid within 3 months after the relevant date, fixed by or under subrule (7.4) ceases on the expiry of that period to be a member, unless the committee decides otherwise.

7.6   A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under subrule (7.4) or within 3 months thereafter.

7.7   Committee members are eligible to have a reduced annual fee, unless committee decides otherwise.

8   RESIGNATION OF MEMBERS OF ASSOCIATION

8.1   A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Committee member ceases on that delivery to be a member.

8.2   A person who ceases to be a member under subrule (8.1) remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.

9   EXPULSION OF MEMBERS OF ASSOCIATION

9.1   If the Committee considers that a member should be expelled from membership of the Association because his or her conduct is detrimental to the interests of the Association, the Committee shall communicate, either orally or in writing to the member: -

(a)   notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and

(b)   particulars of that conduct,

not less than 30 days before the date of the Committee meeting referred to in paragraph (a).

9.2   At the Committee meeting referred to in a notice, communicated under subrule (9.1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership of the Association and shall, forthwith after deciding whether or no so to expel that member, communicate that decision in writing to that member.

9.3   Subject to subrule (9.5), a member who is expelled under subrule (9.2) from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under subrule (9.2).

9.4   A member who is expelled under subrule (9.2) from membership of the Association can if he or she wishes, appeal against that expulsion, by giving notice to the Secretary of his or her intention to do so within the period of 14 days referred to in subrule (9.3).

9.5   When notice is given under subrule (9.4) ?

(a)   the Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and

(b)   the member who gave that notice does not, cease to be a member unless and until the decision of the Committee to expel him or her is confirmed under this subrule.

9.6   This Association may establish, from time to time, routine procedures as set out in the by-laws, for expelling individual members who fall below minimum standards as determined by the Association. In addition, this Association may expel, suspend, or decline to renew membership of any individual member: -

(a)   who does not support this Association?s purposes;

(b)   who does not constructively contribute to this Association?s program and activities;

(c)   who acts in a manner inconsistent with standards of conduct set by this Association; or

(d)   for other just cause.

10   COMMITTEE OF MANAGEMENT

10.1    The affairs of the Association shall be managed exclusively by a committee of Management consisting of: -

(a)   a President;

(b)   a Vice President;

(c)   a Treasurer;

(d)   a Secretary;

(e)   a Social Director/s;

(f)   an Editor and

(g)   a Committee member

all of whom shall be Full Members of the Association elected to membership of that Committee at an annual general meeting or appointed under subrule (10.9).

10.2    At the commencement of the first annual general meeting to be held after the

incorporation of the Association under the Act-

(a)   If the Committee consists of an even number of members, half of that number, which half or,

(b)   If the Committee consists of an odd number of members, the integral number of members nearest to, and exceeding, half of that odd number, the members comprised in which integral number,

shall be chosen by ballot, shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.

10.3    At the commencement of each successive annual general meeting after the annual general meeting referred to in subrule (10.2), all Committee members shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.

10.4    Subject to subrule (10.5), a person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by ?

(a)   calling their nomination when called for by the outgoing President; and

(b)   the nominee signifies his or her willingness to stand for election, to the President

10.5    Subrules (10.4) and (10.7) do not apply to or in relation to a person who is eligible for re-election under subrule (10.2) or (10.3).

10.6   A person sho is eligible for election or re-election under this rule may at the annual general meeting concerned may-

(a)   propose or second himself or herself for election or re-election; and

(b)   vote for himself or herself.

10.7   Present committee members do not require nomination and election for positions they already hold should no other member be nominated for that position.

10.8   In the event of multiple nominations for a committee position, a vote for the selected nominees shall be put to the Full members and their partners, see (4.1), present at the AGM. The nominee who receives the majority of votes shall be awarded the position. In the event of a draw, the vote shall be redone in a secret ballot based on one vote per full member present. If there is still no result, the President shall have the casting vote.

10.9    If the number of person nominated for election to membership of the committee does not exceed the number of Vacancies in that membership to be filled ?

(a)   the Secretary shall report accordingly to; and

(b)   The President shall declare those persons to be duly elected as members of the Committee at,

The annual general meeting concerned.

10.10   When a casual vacancy within the meaning of rule (17) occurs in the membership of the Committee-

(a)   the Committee may appoint a member to fill that vacancy; and

(b)   a member appointed under this subrule shall-

(i) hold office until the commencement of; and

(ii)   be eligible for election to membership of the Committee at the next following annual general meeting.

10.11   Persons filling such casual vacancies, need to be a Full member of the Association or their partners. Appointments made to fill vacant Committee positions are entitled to the full voting rights available to the position.

10.12   Committee members who have an interest in a company with which the Association may do business, must declare that interest at an Association meeting.

10.13   The Committee may from time to time, establish subcommittees as required.

11   PRESIDENT

11.1   Subject to this rule, the President shall ?

(a)   preside at all general meetings and Committee meetings;

(b)   oversee the operations and the running of the Association on a day to day basis;

(c)   ensure all parties observe and abide by the Rules and Regulations of the constitution and by-laws of the Association;

(d)   act as a spokesperson for the Association or to authorise others to do so;

(e)   carry out any duties that may be deemed to be fit and proper for the efficient and effective operation of the Association;

(f)   receive monies due to the Association and forward such to the Treasurer; and

(g)   promote the Association in general.

11.2   In the event of the absence from ?

(a)   a general meeting

i.   the President, the Vice President; or

ii.   both the President and the Vice President, a member elected by the other members present at the general meeting;

or

(b)   a Committee meeting of ?

i.   the President, the Vice President; or

ii.   both the President and Vice President, a Committee member elected by the other Committee members present,

shall preside at the general meeting or Committee meeting, as the case requires.

12   VICE PRESIDENT

12.1   The Vice President shall ?

(a)   act on the Presidents behalf in the absence of the President;

(b)   assist the President with his duties;

(c)   provide advice to the President on matters concerning the Association;

(d)   receive monies due to the Association and forward such to the Treasurer; and

(e)   promote the Association in general.

13   SECRETARY

13.1   The Secretary shall ?

(a)   co-ordinate the correspondence of the Association;

(b)   keep full and correct minutes of the proceedings of the Committee and of the Association;

(c)   comply on behalf of the Association with ?

(i)   section 27 of the Act in respect of the register of members of the Association; and

(ii)   section 28 of the Act in respect of the rules of the Association; and

(d)   have custody of all books, documents, records and registers of the Association including those referred to in paragraph (c), other than those required by rule 14 to be kept and maintained by, or in the custody of, the Treasurer;

(e)   perform such other duties as are imposed by these rules on the Secretary;

(f)   maintain a list of by-laws made by the Association;

(g)   when instructed by the committee, initiate legal actions on behalf of the Association;

(h)   receive monies due to the Association and forward such to the Treasurer;

(i)   answer correspondence and perform the duties usually connected with the office of Secretary, not expressly provided for here;

(j)   promote the Association in general;

(k)   perform such other duties as are imposed by these rules on the Secretary.

14   TREASURER

14.1   The Treasurer shall ?

(a)   be responsible for the receipt of all monies paid to or received by, on by him/her on behalf of, the Association and shall issue receipts for those moneys in the name of the Association;

(b)   pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;

(c)   make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by two Committee members other than himself or herself;

(d)   comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;

(e)   whenever directed to do so by the President, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;

(f)   have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e);

(g)   perform such other duties as are imposed by these rules on the Treasurer; and

(h)   promote the Association in general.

15   SOCIAL DIRECTOR/S

15.1   The Social Director shall ?

(a)   organise and arrange social events for the Association;

(b)   seek feedback from Association members at any meeting/event about forthcoming desired activities;

(c)   receive monies due to the Association and forward such to the Treasurer

(d)   promote the Association in general;

(e)   perform other such duties as are imposed by these rules on the Social Director.

16   EDITOR

16.1   The Editor shall ?

(a)   organise, collate and manage all production and proof reading of the Association newsletter which is to be produced monthly;

(b)   receive monies due to the Association and forward such to the Treasurer;

(c)   promote the Association in general;

(d)   perform other such duties as are imposed by these rules on the Editor.

17   CASUAL VACANCIES

17.1   A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member ?

(a)   dies;

(b)   resigns by notice in writing delivered to the President or, if the Committee member is the President, to the Vice President;

(c)   in convicted of an offence under the Act;

(d)   is permanently incapacitated by mental or physical ill-health;

(e)   is absent from more than-

(i)    3 consecutive Committee meetings; or

(ii)   3 Committee meetings in the same financial year, of which he or she has received notice without tendering an apology to the person presiding at each of those Committee meetings; or

(f)    ceases to be a member of the Association.

17.2   Committee positions can be filled by full members or their partners only.

18   PROCEEDINGS OF COMMITTEE

18.1   The Committee shall meet together for the dispatch of business not less than once in each calendar month and the President may at any time convene a meeting of the Committee.

18.2   Each Committee member has a deliberative vote.

18.3   A question arising at a Committee meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.

18.4   At a Committee meeting five Committee members constitute a quorum.

18.5   Subject to these rules, the procedure and order of business shall be determined by the Committee members present at the Committee meeting.

18.6   A Committee member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.

19   GENERAL MEETINGS

19.1   The Committee ?

(a)   may at any time convene a special general meeting; and

(b)   shall, convene annual general meetings within the time limits provided for the holding of annual general meetings by section 23 of the Act; and

(c)   shall with 30 days of ?

(iii)   receiving a request in writing to do so from not less than 5 members, convene a special general meeting for the purpose specified in that request; or

(iv)   the Secretary receiving a notice under rule 9 (4), convene a special general meeting for the purpose of dealing with the appeal to which that notice relates

19.2   The members making a request referred to in subrule (19.1) (c) (i) shall-

(a)   state in that request the purpose for which the special general meeting concerned is required; and

(b)   sign that request.

19.3   If a special general meeting is not convened within the relevant period of 30 days referred to ?

(a)   in subrule (19.1) (c) (i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee; or

(b)   in subrule (19.1) (c) (ii), the member who gave the notice concerned may himself/herself convene a special general meeting as if he or she were the Committee.

19.4   When a special general meeting is convened under subrule (19.3) (a) or (b) ?

(a)   the Committee shall ensure that the members or member convening the special general meeting are supplied free of charge with particulars of all members ? and

(b)   the Association shall pay the reasonable expenses of convening and holding the special general meeting.

19.5   Subject to subrule (19.8), the Secretary shall give to all members not less than 14 days notice of a general meeting and of any motions to be moved at the general meeting.

19.6   A notice given under subrule (19.5) shall specify ?

(a)   when and where the general meeting concerned is to be held; and

(b)   particulars of the business to be transacted at the general meeting concerned and of the order in which that business shall be transacted.

19.7   In the case of an annual general meeting, the order in which business is to be transacted is ?

(a)   first, the consideration of the accounts and reports of the Committee;

(b)   second, the election of Committee members to replace outgoing Committee members; and

(c)   third, any other business requiring consideration by the Association in a general meeting.

19.8   The Secretary shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.

19.9   The Secretary may give a notice under subrule (19.5) or (19.8) by ?

(a)   serving it on a member personally; or

(b)   sending it by post to a member at the address of the member appearing in the register of members kept and maintained under section 27 of the Act.

19.10   When a notice is sent by post under subrule (19.9) (b), sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted to the member concerned by ordinary prepaid mail.

20   QUORUM IN PROCEEDINGS AT GENERAL MEETINGS

20.1   At a general meeting 30 members present in person or by proxy constitute a quorum.

20.2   If within 30 minutes after the time specified for the holding of a general meeting in a notice given under rule (19.5) or (19.8) ?

(a)   as a result of a request or notice referred to in rule (19.1) (c) or as a result of action taken under rule (19.3) 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.

20.3   If within 30 minutes of the time appointed by subrule (20.2) (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.

20.4   The President may, with the consent of a general meeting at which a quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

20.5   There shall 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.

20.6   When a general meeting is adjourned for a period of 30 days or more, the Secretary shall give notice under rule (19) of the adjourned general meeting as if that general meeting were a fresh general meeting.

20.7   At a general meeting ?

(a)   an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

(b)   a special resolution put to the vote shall be decided in accordance with section 24 of the Act.

20.8   A declaration by the President at a general meeting that a resolution has been passed as an ordinary resolution thereat shall be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with subrule (20.9).

20.9   At a general meeting, a poll may be demanded by the President at the general meeting or by three or more members present in person or by proxy and, if so demanded, shall be taken in such manner as the President directs.

20.10   If a poll is demanded and taken under subrule (20.9) in respect of an ordinary resolution, a declaration by the President of the result of the poll is evidence of the matter so declared.

20.11   A poll demanded under subrule (20.9) on the election of a person to preside over a general meeting or on the question of an adjournment shall be taken forthwith on that demand being made.

21   MINUTES OF MEETINGS OF ASSOCIATION

21.1   The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within 30 days after the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.

21.2   The President shall ensure that the minutes taken of a general meeting or Committee meeting under subrule (21.1) are checked and signed as correct by the President of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires.

21.3   When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that ?

(a)   the general meeting or Committee meeting to which they relate (in this subrule called ?the meeting?) was duly convened and held;

(b)   all proceedings recorded as having taken place at the meeting did in fact take place thereat; and

(c)   all appointments or elections purporting to have been made at the meeting have been validly made.

22   VOTING RIGHTS OF MEMBERS OF ASSOCIATION

22.1   Subject to these rules, each Full member present in person or by proxy, and the partner of a full member present in person or by proxy at a general meeting is entitled to a deliberative vote.

22.2   Associate members and the partners of Associate members are not permitted any voting rights within the Association.

22.3   A member which is a body corporate may appoint in writing a natural person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.

22.4   An appointment made under subrule (22.3) shall be so made by a resolution of the board or other governing body of the body corporate concerned ?

(a)   which resolution is authenticated under the common seal of that body corporate; and

(b)   a copy of which resolution is lodged with the Secretary.

22.5   A person appointed under subrule (22.3) to represent a member which is a body corporate shall be deemed for all purposes to be a member until that appointment is revoked by the body corporate 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.

23   PROXIES OF MEMBERS OF ASSOCIATION

23.1   A member (in this rule called ?the appointing member?) may appoint in writing another member 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.

24   RULES OF ASSOCIATION

24.1   The Association may alter or rescind these rules, or make rules additional to these rules in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

24.2   These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

25   COMMON SEAL OF ASSOCIATION

25.1   The Association shall have a common seal on which its corporate name shall appear in legible characters.

25.2   The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule (21).

25.3   The affixing of the common seal of the Association shall be witnessed by any two of the President, the Secretary and the Treasurer.

25.4   The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

26   INSPECTION OF RECORDS, ETC. OF ASSOCIATION

26.1   A member may at any reasonable time inspect, without charge the books, documents, records and securities of the Association, including this constitution.

27   DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF ASSOCIATION

27.1   If, on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed ?

(a)   to another association incorporated under the Act; or

(b)   for charitable purposes

which incorporated association or purposes, as the case requires shall be determined by resolution of the members when authorising and directing the Committee under section 33 (3) of the Act to prepare a distribution plan for the distribution of the surplus property of the Association.

28   BY LAWS

28.1   The Association may make by-laws, not inconsistent with these Rules of Association.

28.2   The Secretary will keep a master book of by-laws passed by the Association, detailing the by-law and the date on which it was made.

28.3   New by-laws will be made known to the members, by appearing in the minutes of the meeting.

28.4   The Council will publish the list of by-laws as and when they feel is appropriate.

28.5   Any addition, amendment or removal of by-laws will be by a vote at any official club meeting.