Below is a copy of the STHARC Constitution with the amendments listed in red that are required to be made to our constitution following amendments to the Associations Incorporation Act 2009 (No 7).

MY VERSION OF AN AMENDED CONSTITUTION.

(Malcolm Roxburgh) April 2018

Southern Tablelands Heritage Automotive Restorers Club Inc.

CONSTITUTION

PART 1 – PRELIMINARY

  1. Title

The title of the Club shall be ‘Southern Tablelands Heritage Automotive Restorers Club Incorporated’ (hereinafter called ‘the Club’).

  1. Interpretation

(1)          In these rules, unless a contrary intention appears:

‘financial year’ means the year ending on 30th June;

‘member’ means a member, however described, of the Club;

‘Director General’ means the person holding office as the Director General of the Department of Fair Trading.

‘the Act’ means the Associations Incorporation Act, 2009

(2)          In these rules, expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

(3)          The expression meeting shall include special general meeting wherever relevant.

(4)          Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Interpretations Act, 2009.

(5)          In so far as the rules of the club make no provision in respect of any matter the Model Rules provided for in the Act shall be deemed to be included in the rules of the club.

  1. Public Officer

(1)          The Public Officer of the Club shall be nominated by the Committee.

(2)          The Public Officer shall ensure that all documents required by the Act are properly and regularly maintained and where required shall lodge such documents with the relevant authority.

(3)          A person is not eligible to be the Public Officer unless the person resides in the State of New South Wales and is at least 18 years of age.

(4)          The Public Officer may, by resolution of the Committee, be removed from office.

(5)          The office of the Public Officer shall be taken to be vacant if the Public Officer:

(a)  resigns from office;

(b)  dies;

(c)  becomes bankrupt;

(d)  suffers from mental or physical incapacity;

(e)  ceases to reside in New South Wales;

(f)   is convicted of an indictable offence;

(g)  where a vacancy occurs in the office of the Public Officer, the committee of the        Club shall, within 14 days after the vacancy occurred appoint a person to fill the vacancy.

  1. Objectives and Purposes

(1)        The principal objects of the Club are as follows:

(a)  The preservation and restoration of heritage vehicles of all types such as are authorised by the rules of the New South Wales Government’s Conditional Registration Scheme or the Concessional Registration Scheme of the Australian Capital Territory, or any other scheme which may be developed in the future to supplement or replace existing Schemes.  The relevance of either to a member will be determined by which is appropriate to the place of residence of the member.

(b)  To use such heritage vehicles in accordance with the requirements of the relevant Scheme (as defined in Paragraph 4(1a) for the enjoyment of the members of the Club and to promote by such use, interest in and awareness of the heritage value of such vehicles.

(c)  The preservation and restoration of machinery and equipment of heritage value and to promote interest in and awareness of the heritage value of such machinery and equipment.

(d)  Without limiting the generality of (b) and (c) to conduct social functions and to organize and/or participate in rallies, charitable functions and such other events as are held from time to time.

(e)  To provide technical advice to members and other interested persons or organizations to assist in the maintenance and restoration of heritage motor vehicles and to establish banks of data, books, drawings and other sources of information relative to such vehicles.

(f)  To affiliate with or adopt means of co-operation with such organizations as have similar interests and objectives.

(2)         In addition to basic objects of the Club, the objects and purposes of the Club shall be deemed to include:

(a)  The purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property that may be deemed necessary or convenient for any of the objects or purposes of the Club.

(b)  The buying, selling and supplying of, and dealing in, goods of all kinds.

(c)  The construction, maintenance, and alteration of buildings or works necessary or convenient for any of the objects or purposes of the Club.

(d)  The accepting of any gift, whether subject to a special trust or not, for any one or more of the objects or purposes of the Club.

(e)  The taking of such steps from time to time as the Committee or the members in a General Meeting may deem expedient for procuring contributions to the funds of the Club, whether by way of donations, subscriptions, or otherwise;

(f)  The printing and publishing of such newspapers, periodicals, books, leaflets, or other documents as the Committee or the members in General Meeting may think desirable for the promotion of the objects and purposes of the Club.

(g)  The borrowing and raising of money in such manner and under such terms as the Committee may think fit or as may be approved or directed by resolution passed at a General Meeting; and securing the repayment of money so raised or borrowed or the payment of a debt or liability of the Club by giving mortgages, charges or securities upon or over all or any of the real or personal property of the Club.

(h)  The investment of any monies of the Club not immediately required for any of its objects or purposes in such manner as the Committee may from time to time determine;

(I)  The making of gifts, subscriptions, or donations to any of the funds, authorities, or institutions to which paragraph (a) of Sub-section (1) of Section 78 of the Income Tax Assessment Act 1936-1965 of the Commonwealth relates.

PART 2 – MEMBERSHIP

  1. Membership Generally

As the Club is presently constituted, members acknowledge that it is enabled to perform its objects under the provisions of the Conditional Registration Scheme of New South Wales and the Concessional Registration Scheme of the Australian Capital Territory.  A member, upon being admitted to the Club, agrees to abide by and support the requirements of any Scheme, in either its present or future form, under which the member arranges for the registration of a vehicle.  Such member further acknowledges that failure to do so could result in action being taken under Paragraph 11 of this Constitution.

  1. 3. Application for Membership

(1)     Application for membership shall be made to the Secretary on the form provided. which shall be signed by two nominees who must be financial members of the Club.   The application can be sent by Email or other electronic means. Such application will be considered by the Committee and if found to be acceptable will be recommended to a general meeting of the Club.   If there are no objections to the nomination, subject to paying such fees as are prescribed by the by-laws of the Club, the applicant shall be declared a member of the Club.

(2)      Inaugural Members.

Those individuals who have attended the meeting called to approve this Constitution and the Club’s application for incorporation or have due to their inability to attend such meeting tendered their apology and have further signed a nomination form and tendered such fees as are prescribed by the by-laws of the Club shall be inaugural members of the Club.

(3)      Life Members

Life members shall be appointed as such by the Committee in recognition of services to the Club.  Nominations for life membership must be made by two members of the Club.   It will be the duty of the Committee to seek a quorum decision of Club members at a general meeting before bestowing life membership.

(4)      Honorary Members

The Committee may accept any person as an honorary member for any period they see fit.

  1. Cessation of Membership

(1)  Membership of the Club ceases if a person:

(a)  fails to renew his or her membership within two months of the commencement of the Club’s new financial year but this may be extended at the discretion of the Committee,

(b)     at any time, resigns from the Club;

(c)    dies, or

(d)     is expelled from the Club.

(2)  Any person shall, upon ceasing to be a member of the Club, forfeit all right and claim upon the Club and its property and funds.     Any property belonging to the Club shall be returned on cessation of membership.

  1. Membership Entitlements.

All members shall be entitled to the benefits of the Club and shall be entitled to attend all meetings, events and functions, subject to the payment of any prescribed fees.

(1)    A right, privilege or obligation which a person has by reason of being a member of the Club

(a)  is not capable of being transferred or transmitted to another person, and

(b)  terminates upon cessation of the person’s membership

(2)    All members and invited guests shall be subject to the rules and regulations of the Club.

  1. Resignation of Membership

(1)  A person who has paid all amounts payable by the member to the Club may resign by first giving notice (being not less than one month or, if the Committee has determined a shorter period), in writing to the   Secretary of the member’s intention to resign.   The Committee shall consider such notice.  Upon the expiration of the period of notice, the member ceases to be a member.

(2)  Where a person ceases to be a member, the Secretary shall make an appropriate entry in the Register of Members recording the date on which the member ceased to be a member.

  1. Register of Members

(1)  The Secretary (or any other committee member nominated by the Committee) of the Club shall maintain a Register of Members in which shall be entered the following particulars:

(a)  The name of the Club

(b)  The name and address of each member of the Club.

(c)  The date on which each member became a member of the Club, and

(d)  The date, if any, on which each member ceased to be a member of the Club.

(2)   The Register of Members shall be available for inspection by members at reasonable times at the address of the Secretary or at a place in New South Wales. The register can be kept in written or electronic form. If kept in electronic form, a current hard copy must be made available for any member to inspect at reasonable times at the Clubs’ main premises or the official address.

(3)  The place at which the register is available for inspection is to be published in each annual return

  1. Fees and Subscriptions.

(1)    The amount of the annual subscription and joining fee will be determined by the Committee and may be altered from time to time by the Committee by resolution.   The schedule of fees will be published as a by-law to this Constitution.

(2)      The annual subscription of a member is due and payable on the first of July each year.   Membership of the Club is valid to the end of the Club’s financial year but may be extended as provided for in Sub-rule 6 (3) and 8 (1)(a).   Persons who apply for membership after the first of January each membership year, if accepted, will be required to pay the joining fee as prescribed and one half of the annual subscription.   As soon as practicable after the payment of the annual subscription members are to   be issued with the membership cards to which they are entitled.

(3)       At the discretion of the Committee, payments by a new member of the full annual subscription and joining fee near the end of the financial year will entitle that member to membership for the remainder of that year and all the next year.

  1. Member’s Liability

The liability of a member to contribute towards the payment of the debts and liabilities of the Club or the costs, charges and expenses of the winding up of the Club is limited to the amount, if any, unpaid by the member in respect of membership as required by clause 8.

  1. Resolution of Internal Disputes.

(1)  Disputes between members (in their capacity as members of the club) and disputes between members and the Club are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

(2)  At least 7 days before a mediation session is to commence the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.

New sub parras

(3)  If a dispute is not resolved by mediation within 3 months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration.

(4)  The Commercial Arbitration Act 2010 applies to a dispute referred to arbitration.

 

  1. Disciplining of Members.

(1)  A complaint may be made to the Committee by any person that a member of the Club

(a)  has persistently refused or neglected to comply with a provision or provisions of these rules, or

(b)  has persistently and wilfully acted in a manner prejudicial to the interests of the Club.

(2)  On receiving such a complaint, the committee:

(a)  must cause notice of the complaint to be served on the member concerned, and

(b)  must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and

(c)  must take into consideration any submissions made by the member in connection with the complaint.

(3)  The Committee may, by resolution, expel the member from the Club or suspend the member from membership of the Club if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

(4)  If the Committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the Committee for having taken that action and of the member’s right of appeal under rule

(5)  The expulsion or suspension does not take effect:

(a)  until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

(b)  if within that period the member exercises the right of appeal, unless and until the Club confirms the resolution under rule 12(5), whichever is the later.

  1. Right of appeal of disciplined member.

(1)  A member may appeal to the Club in general meeting against a resolution of the Committee under rule 11, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.

(2)  The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.

(3)  On receipt of a notice from a member under clause (1), the secretary must notify the committee which is to convene a general meeting of the club to be held within 28 days after the date on which the secretary received the notice.

(4)  At a general meeting of the association convened under clause (3)

(a)  no business other than the question of the appeal is to be transacted, and

(b)  the Committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

(c)  the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(5)  If at the general meeting the Club passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

 

PART 3 – THE COMMITTEE

  1. Powers of the Committee

The Committee is to be called the committee of management of the Club and, subject to the Act, the Regulation and these Rules and to any resolution passed by the Club in general meeting:

(a)     is to control and manage the affairs of the Club, and

(b)     may exercise all such functions as may be exercised by the Club, other than those functions that are required by these rules to be exercised by a general meeting of members of the Club, and

(c)     has power to perform all such acts make such by-laws and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Club.

  1. Constitution and Membership

(1)     The Committee is to consist of:

The President

The Vice President

Secretary

Treasurer

Membership Secretary

Registration Officer

Events Director

Magazine Editor

Webmaster

Property Officer

(2)       Each member of the Committee is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member’s election but is eligible for re-election.   There will be no maximum number of consecutive terms for which a committee member may hold office except However, the President and the Vice President shall only hold that office for a period of two consecutive years.

(3)       In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

  1. Election of Members

(1)       Nominations of candidates for election as office-bearers of the Club

(a)     must be made in writing, signed by 2 members of the Club and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

(b)     must be delivered to the secretary of the Club at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

(c)        Nomination from the floor on the night of the meeting will be accepted if put forward by 2 members of the Club and has the consent of the candidate.

(2)      If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

 

(3)       If insufficient further nominations are received, any vacant positions remaining on the Committee are taken to be casual vacancies.

(4)        If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

(5)         If the number of nominations received exceeds the number of vacancies to be

(6)          The ballot for the election of office-bearers and ordinary members of the Committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

  • Secretary

(1)         The secretary of the Club must, as soon as practicable after being appointed as secretary, lodge notice with the Club of his or her address.

(2)          It is the duty of the secretary to keep minutes of:

(a)     all appointments of office-bearers and members of the committee,

(b)     the names of members of the committee present at a committee meeting or a general meeting, and

(c)     all proceedings at committee meetings and general meetings.

(3)          Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

(4)             The signature of the chairperson may be transmitted by electronic means for the purposes of subclause (3)

  • Treasurer

It is the duty of the treasurer of the Club to ensure:

(a)     that all money due to the Club is collected and received and that all payments   authorised by the Club are made, and

(b)     that correct books and accounts are kept of the Club, including full details of all receipts and expenditure connected with the activities of the Club

(c)     that True Accounts shall be kept as set out in rule 38(3) (a) and (b) and 4.

  • Casual Vacancies

For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member:

(a)     dies, or

(b)     ceases to be a member of the Club, or

(c)     becomes bankrupt, or

(d)     resigns office by notice in writing given to the secretary, or

(e)     is removed from office under rule 21 or

(f)      becomes a mentally incapacitated person, or

(g)     is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.

  1. Removal of Committee Members

(1)        The Club in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(2)           If a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representation be notified to the members of the Club, the secretary or the president may send a copy of the representations to each member of the Club or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

  1. Committee Meetings and Quorums

(1)       The Committee shall meet as it shall determine at such times and places as are required for the management of the affairs of the Club provided that it meets no less than once each month. The committee must meet at least 3 times in each period of 12 months at the place and time that the committee may determine.

(2)       Additional meetings of the committee may be convened by the president or by any member of the committee.

(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 such other period as 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 clause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.

(5)       Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

(6)       No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.

(7)       If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved

(8)       At a meeting of the committee:

(a)     the president or, in the president’s absence, the vice-president is to preside, or

(b)     if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting.

This section 21 is a new section added to the model constitution.

  1. Appointment of association members as committee members to constitute a quorum
  • If at any time the number of committee members is less than the number required to constitute a quorum for a committee meeting, the existing committee members may appoint a sufficient number of members of the club as committee members to enable the quorum to be constituted.
  • A member of the committee so appointed is to hold office, subject to this constitution, until the annual general meeting next following the date of the appointment.
  • This clause does not apply to the filling of a casual vacancy to which clause 18 applies.

 

This section 22 is a new section to facilitate use of modern technology from amendment.

  1. Use of technology at committee meetings

      (1)        A committee meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.

(2)        A committee member who participates in a committee meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person

  1. Delegation by committee to sub-committee

(1)         The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Club as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than

(a)     this power of delegation and

(b)     a function which is a duty imposed on the committee by the Act or by any other law

(2)         A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

(3)          A delegation under this section may be made subject to such conditions or limitations s to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(4)           Despite any delegation under this rule, the committee may continue to exercise any function delegated.

(5)           Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.

(6)           The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.

(7)          A sub-committee may meet and adjourn, as it thinks proper.

  1. Voting and decisions

(1)          Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.

PART 4 – GENERAL MEETINGS

  1. Holding of General Meetings

The Club shall convene an Ordinary General Meeting, which may be declared to be a Special General Meeting, once each month, on a date and at a time to be determined and promulgated by By-law.

  1. Holding of Annual General Meetings and Business There at

(1)    The Club shall, once in each calendar year, in the month of August convene an Annual General Meeting of its members.     The Annual General Meeting shall be in addition to any other general meeting that may be held in the same year but may be held at the same place and on the same date as an Ordinary or Special General Meeting.

(2)   In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

(a)         to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting.

(b)         to receive from the committee reports on the activities of the Club during the last preceding financial year,

(c)          to elect members of the committee,

(d)          to receive and consider the statement which any financial statement or report is required to be submitted to members under Section 26(6) Section 48 of the Act.

(3)     An annual general meeting must be specified as such in the notice convening it.

  1. Calling of a Special General Meeting

(1)       The committee may, whenever it thinks fit, convene a special general meeting of the Club.

(2)         The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the Club.

(3)           A requisition of members for a special general meeting;

(a)          must be in writing.    (This was missing from our constitution)

(b)        must state the purpose or purposes of the meeting, and

(c)          must be signed by the members making the requisition, and

(d)         must be lodged with the secretary, and

(e)          may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(4)       If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(5)       A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who consequently incurs expenses is entitled to be reimbursed by the club for any expense so incurred.

(6)       For the purpose of subclause (3)

(a)        a requisition may be in electronic form, and

(b)        a signature may be transmitted, and a requisition may be lodged, by electronic means

  1. Notice

(1)         If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Club, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying the intention to propose the resolution as a special resolution.

(2)          A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must notify members in writing seven clear days before the general meeting.

  1. Procedure Quorum for general meetings

(1)          No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

(2)          Five Fifteen members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting

(3)          If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4)          If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) is to constitute a quorum.

  1. Presiding Member

(1)         The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the Club.

(2)         If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

  1. Adjournment

(1)         The chairperson of a general meeting may, with the consent of the majority of members, present at the meeting, adjourn the meeting from time to time and place to place, but no business is to 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 member of the Club stating the place, date and time of the business to be transacted at the meeting.

(3)         Except as provided in clauses (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.

  • Making of decisions

(1)         A question arising at a general meeting of the Club is to be determined on a show of hands or, if the meeting is one to which clause 37 applies, any appropriate corresponding method that the committee may determine and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost,  an entry to that effect in the minute book of the Club, 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 Club, a poll may be demanded by the chairperson or by at least 3 members 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 in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment, or

(b)     in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

  1. Special Resolution (amendment to constitution etc. for info only)

A resolution of the Club is a special resolution:

(a)                 if it is passed by a majority which comprises at least three-quarters of such members of the Club as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, or

(b)                 where it is made to appear to the Director-General that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Director General.  Section 39 of the Act

  1. Voting

(1)                On any question arising at a general meeting of the Club a member has one vote only.

(2)                All votes must be given personally or by proxy, but no member may hold more than 5 proxies.

(3)                In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(4)                A member or proxy is not entitled to vote at any general meeting of the Club unless all money due and payable by the member or proxy to the Club has been paid.

(5)                    A member is not entitled to vote at any general meeting of the Club if the member is under 18 years of age.

  • Appointment of Proxies

(1)                Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2)                The notice appointing the proxy is to be in the form set out in Appendix 1 to these rules.

Theses sections 36 & 37are new sections to facilitate use of modern technology from amendment.

  1. Postal or electronic ballots

(1)        The Club may hold a postal or electronic ballot (as the committee determines) to determine any issue or proposal (other than an appeal under clause 12)

(2)        A postal or electronic ballot is to be conducted in accordance with Schedule 3 to the Regulation.

 

(37)  Use of Technology at general meetings

(1)  A general meeting may be held at 2 or more venues using any technology approved by the committee that gives each of the committee’s members a reasonable opportunity to participate.

(2)        A member of the Club who participates in a committee meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

 

PART 5 – MISCELLANEOUS

  1. Insurance

(1)                The Club must affect and maintain Public Liability Insurance under Section 44 of the Act.

(2)                The Committee shall deliver to the Public Officer within the 14 days following the Annual General Meeting a statement from the Club’s Insurer that the Public Liability Policy is current.

(3)                In addition to the insurance required under Clause (1), the Club may affect and maintain other insurance.

39 Funds – Source

(1)                The funds of the Club are to be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the club in general meeting, such other sources as the Committee determines.

(2)                All money received by the Club must be deposited as soon as practicable and without deduction to the credit of an account in the Club’s name with such financial institution as the Committee may from time to time direct.

(a)   Monies from members subscription or other payments may be made as a bank direct deposit transfer to the credit of an account in the Club’s name.

(3)                The Club must, as soon as practicable after receiving any money, issue an appropriate receipt.

  1. Funds – Management

(1)                Subject to any resolution passed by the Club in general Meeting, the funds of the Club are to be used in pursuance of the objects of the Club in such manner as the committee determines provided however that no such funds shall be used for the personal benefit of members.

(2)                All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by the secretary and either the Treasurer or the President or authorized by any 2 authorized signatories.

(a)    All payments of the Clubs accounts may be made as a bank direct deposit transfer from the credit of an account in the Club’s name.

(3)          True Accounts shall be kept.

(a)                 of all sums of money received and expended by the Club and the matter in respect of which the receipts or expenditure takes place, and

(b)                 of the property, credits and liabilities of the Club.

(4)          The Treasurer of the club shall faithfully keep all general records, accounting books and records of receipts and expenditure connected with the operation and business of the Club in such form and manner as required by the Act.    These accounting records shall be retained for at least seven years after the transactions to which they relate were completed.

New section added from amendment

41 Club is non-profit

Subject to the Act and the Regulation, the Club must apply its funds and assets solely in pursuance of the objects of the Club and must not conduct its affairs so as to provide a pecuniary gain for any of its members. (Section5 of the Act)  

 

  1. Annual Statement of Accounts.

(1)                As soon as practicable after the end of the Club’s financial year, the committee of the Club shall cause a statement of the Club’s accounts to be prepared.

(2)                The statement of accounts shall not be misleading and shall give a true and fair account of

(a)      The income and expenditure of the Club during the most recently ended financial year of the Club;

(b)      the assets and liabilities of the Club at the end of that financial year, and

(c)        any mortgages, charges or other securities of any description affecting any property of the Club at the end of that financial year.

(3)       The Statement of Accounts

(a)           shall be made available by the Treasurer for inspection by a person who may be nominated by the Club members at the monthly meeting the month before the Annual General Meeting and a report on that inspection shall be presented to the Annual General Meeting of the Club.

(b)           shall be submitted to the Annual General Meeting.

(4)       Within the 14 days following the annual general meeting two members of the committee shall sign the accounts verifying that they are correct and were submitted at the Annual General Meeting and shall cause such accounts to be delivered to the Public Officer.

 

  1. Alteration of Objects and Rules

The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the Club.

  1. Common Seal.

(1)  The common seal of the Club must be kept in the custody of the secretary.

(2)  The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures of the secretary and either the Treasurer or the President.

  1. Custody of Books.

Except as otherwise provided by these rules, the Secretary must keep in his or her custody or under his or her control all records, books and other documents relating to the Club must be kept in New South Wales in the custody of the public officer or a member of the Club (as the committee determines).

  1. Inspection of Books.
    • The records, books and other following documents of the Club must be open to inspection, free of charge, by a member of the Club at any reasonable hour.

New sub parras

(a)        records, books and other financial documents of the club,

(b)        this constitution,

(c)        minutes of all committee meetings and general meetings of the club.

New parras

(2)   A member of the club may obtain a copy of any of the documents referred to in sub clause (1) on payment of a fee of not more than $1 for each page copied.

(3)   Despite sub clauses (1) and (2), the committee may refuse to allow a member to inspect or obtain copies of records so that the committee can maintain confidentiality. For example, employment records and in relation to personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the association

47.Service of Notices

 

(1)                For the purpose of these rules, a notice may be served on or given to a person:

(a)                 b delivering it to the person personally, or

(b)                 by sending it by pre-paid post to the address of the person, or

(c)                 by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice,

(2)                For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:

(a)                 in the case of a notice given or served personally, on the date on which it is received by the addressee, and

(b)                 in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

(c)                 in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

New parra from amendment

48       Financial year

The financial year of the Club is each period of 12 months after the expiration of the previous finance year of the Club, commencing on 1 July and ending on the following 30 June. (Schedule 1 of the Act)

  1. Winding Up – Surplus Property

The Club may be dissolved or wound up by a resolution of at least two thirds of the members present at a special general meeting.   If thereupon, there remains any property after the payment of all debts and liabilities, the same shall not be distributed amongst members but shall be transferred to an organization or organizations being a registered or exempted charity or charities having objects similar to the Club and which shall prohibit the distribution of income and property amongst members or to the local government authority in the area in which this club is located or otherwise in accordance with Section 53(2) (a)-(c) of the Act.  (Section 65 of the Act) 

 

 

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